# Banco Santander, S.A.
## 2025 Information on corporate governance and remuneration

The corporate governance chapter of the consolidated directors’ report that forms part of the 2025 Annual Report of Banco Santander, S.A. is attached.

This chapter constitutes the 2025 annual corporate governance report and includes the 2025 annual directors’ remuneration report, both drafted in a free format as we have been doing since the entry into force of the relevant Circular of the Spanish stock market authority (CNMV). It also includes the 2025 activities reports of the board committees.

| | |
| --- | --- |
| → 2025 Annual corporate governance report | Entire corporate governance chapter |
| → 2025 Activities reports of the audit; nomination; remuneration; risk supervision, regulation and compliance; responsible banking, sustainability and culture; and innovation and technology committees | Sections 4.5, 4.6, 4.7, 4.8, 4.9 and 4.10, respectively |
| → 2025 Annual directors’ remuneration report | Sections 6 (excluding 6.4), 9.4 and 9.5 |

The chapter must be read in conjunction with the other sections of the 2025 Annual Report. The complete Annual Report, with active automatic hyperlinks between sections, is available on Banco Santander’s corporate website (www.santander.com).

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# Corporate governance

## 1. 2025 overview

### Statement from Glenn Hutchins, Lead Independent Director

"To our shareholders,

In 2025, the board remained focused on what matters most: creating shareholder value, allocating capital with discipline, and accelerating the technological transformation of the Group.

**Capital allocation**
Our capital allocation strategy is clear: direct resources toward markets where Santander’s connectivity and scale generate the highest returns. This year we took decisive action, completing the sale of Santander Bank Polska and acquiring both TSB in the UK and, in 2026, Webster in the US. These moves strengthen our presence in core markets and position the Group to deliver on the financial targets we laid out at Investor Day.

**Transformation and technology**
The board continued to oversee One Transformation, our initiative to build common technology platforms across the Group. We approved a new data and AI corporate framework, designed to improve agility, drive efficiency, and deliver measurable business impact at scale — all while ensuring responsible AI practices. From boardroom operations to enterprise-wide execution, technology is reshaping how Santander competes.

**Governance and engagement**
Effective governance underpins everything we do. We strengthened board composition to align with our strategic direction, including the nomination of Deborah Vieitas, Chair of Santander Brasil, who brings deep knowledge of one of our most important markets. As Homaira Akbari steps down from the board, I would like to recognize her service and contribution.

We also completed an internal board effectiveness review, which confirmed the strength of our Executive Chair model and its checks and balances while identifying areas for continued improvement.

I remain committed to direct engagement with shareholders. In 2025, I conducted productive discussions with investors ahead of our AGM, which will again be held in a fully virtual format — consistent with our ambition to be a technology-first company and to maximize shareholder participation.

**Looking ahead**
The board will continue to hold management accountable for disciplined capital allocation, accelerated transformation, and transparent communication with stakeholders. We are confident in the strategy and in the team executing it."

### 1.1 Our board of directors

**Appointments**
In 2025, the board maintained a composition with the skills, experience and diversity required to oversee and drive the Group's strategy, and with an appropriate balance between executive and non-executive directors. Two-thirds of our board members are independent and 40% are women, in line with best corporate governance practices and the Rules and regulations of the board.

At its meeting held on 24 February 2026, the board resolved to submit to the 2026 AGM, subject to the relevant regulatory authorization, the appointment of Deborah Vieitas as an independent director, to fill the vacancy of Homaira Akbari, who has informed of her decision not to stand for re-election and to step down as a director following the 2026 AGM. For more details, see sections 3.5 'Our next AGM in 2026'.

Deborah Vieitas has an extensive professional track record in banking and financial markets, having held senior executive positions at international and Brazilian institutions. She brings solid experience in corporate banking management and structuring, trade finance, debt markets and structured finance, as well as in the negotiation of complex transactions. Her appointment further strengthens the board’s collective skills, international experience and geographical diversity, as reflected in the board skills and diversity matrix. She also contributes extensive experience in strategy, accounting, auditing and financial expertise, risk management and governance. This appointment is the result of a director succession planning process aligned with the Group’s global scale and risk profile, and with the board composition criteria set out in our Policy for the selection, suitability assessment and succession of directors. It is also consistent with the conclusions and action plan arising from the board’s periodic effectiveness review, which identified the value of incorporating a profile with these characteristics.

No other changes have occurred to the board of directors.

**Changes to the committees**
In 2025, the board made these changes to the composition of its committees to ensure that they remained well equipped to discharge their responsibilities:
- Remuneration committee: Antonio Weiss was appointed to the committee on 1 January 2025.
- Risk supervision, regulation and compliance committee: José Antonio Álvarez became a member on 1 January 2025.

**Effectiveness**
Corporate governance is a priority for Santander. We remain confident of the effectiveness of our governance model, which continues to receive strong shareholder support, as evidenced by their high participation in general meetings and strong approval rates for corporate management and the appointment and re-election of directors. We are also aware that governance arrangements need to adapt to evolving business and strategy needs and, therefore, we continue to look for opportunities to improve.

We have a strong boardroom culture, and the annual board effectiveness review represents a structured reflection point that enables us to verify the quality and effectiveness of its functioning. It also ensures that the board is able to support and oversee management appropriately through constructive challenge.

In 2025, the board conducted its annual effectiveness review internally, with a consensus view that the board and its committees continue to operate effectively. The nomination committee and the board considered areas identified for further improvement, and the resulting action plan was approved in December 2025 (for more details, see 'Board effectiveness review in 2025' in section 4.3). In addition, throughout 2025, the nomination committee monitored the execution of the action plan derived from the 2024 board effectiveness review that, in line with our established cycle, was conducted internally.

We are confident that the actions derived from recent reviews will continue to assure the ongoing effectiveness of the board and its committees.

**Remuneration policy**
The remuneration policy for 2025, 2026 and 2027 obtained strong support from shareholders at our 2025 AGM (96.35% of votes in favour). This policy introduced a number of changes that the board proposed following careful consideration of the opinions of our top shareholders and major proxy advisors. We obtained their feedback during the engagement meetings led by Glenn Hutchins, our Lead Independent Director and remuneration committee chair, to ensure that our remuneration policy continued to align with their expectations.

In 2026, 2027 and 2028, the compensation principles and composition will remain the same as in 2025. The remuneration policy submitted to shareholder approval at the 2026 AGM centres on further aligning the remuneration framework with the strategic priorities that we presented at the Investor Day held on 25 February 2026. According to the board, this approach translates into a stable, transparent remuneration framework that aligns well with the new strategy, reinforces pay-for-performance principles, supports long-term performance, and continues to match shareholders’ expectations.

In 2026, it is proposed to increase 5% the annual salary and target bonus of the executive directors, in view of the excellent business results and total shareholder return in 2025 (132%), and in order to ensure a competitive remuneration compared to other peer groups. This increase is lower than the one of the average remuneration of the Group’s staff in Spain from 2024 to 2025 on a like for like basis (+6%).

As for their variable remuneration in 2026:
- As investor feedback suggests, Banco Santander has made strides in simplifying the quantitative and qualitative components of the bonus scorecard to increase clarity and understanding.
- The portion of variable remuneration subject to long-term metrics will remain at 40% and metrics related to total shareholder return (TSR), return on tangible equity (RoTE), and sustainability, will be maintained.
- 40% will be paid in cash and 60% in instruments, as in 2025.

As for directors' remuneration in their capacity as such, for 2026 the board, on the remuneration committee's proposal, approved a 5% increase (in respect of 2025) to all the amounts, in view of the most recent market benchmarking analysis we conducted alongside an independent expert. This study concluded that the remuneration received by our directors is competitive, while also identifying room for improvement in line with the peer groups. This remuneration remains within the maximum amount approved by shareholders.

For more details, see section 6. 'Remuneration'.

### 1.2 Engagement with shareholders

**Ongoing engagement**
In 2025 we continued to combine traditional and virtual channels in our engagement with our more than 3.5 million shareholders. This enabled us to meet their needs and encourage their involvement in our corporate governance. For more details, see 'Shareholder engagement in 2025' in section 3.1.

In line with market trends in the format of general shareholder meetings and as part of our commitment to digitalization, we held our 2025 AGM exclusively by remote means. This format ensures equal treatment for all shareholders and offers them the same opportunities to participate, regardless of their location. The high level of participation reflects shareholders’ satisfaction with this option, which the board of directors considered (among other reasons) in its decision to convene the 2026 AGM once again in a fully virtual format (see 'Virtual AGM' in Section 3.5).

**Shareholder remuneration**
The 2025 shareholder remuneration policy set a target to allocate approximately 50% of the Group's net reported profit (excluding non-cash, non-capital ratios impact items), split almost evenly between cash dividends and share buybacks.

Additionally, in 2025 Banco Santander announced the objective to allocate at least EUR 10 billion to share buybacks in relation to the 2025 and 2026 results, as well as expected capital excess. As part of this target, on 29 July 2025 the board resolved to execute a share buyback programme for a maximum amount of EUR 1,700 million (First 2025 Buyback Programme), executed from 31 July to 22 December 2025. Further, on 3 February 2026 the board approved to implement a share buyback programme of up to EUR 5.030 billion (Second 2025 Buyback Programme). Under the shareholder remuneration policy in relation to the 2025 results, 1,830 million euros correspond to c. 25% of the Group’s net reported profit for the second half of 2025. The remaining amount corresponds to an extraordinary buyback of 3,200 million euros, equivalent to approximately 50% of the CET1 capital generated in January 2026 following completion of the sale of 49% of Santander Bank Polska to Erste Group.

Once the Second 2025 Buyback Programme has been executed and the complementary cash dividend that is being proposed to the 2026 AGM has been paid, the total shareholder remuneration in relation to the 2025 results will be EUR 7,050 million (approximately 50% of the Group's 2025 net reported profit, excluding non-cash, non-capital ratios impact items), split almost evenly between cash dividends and share buybacks.

For more details, see section 3.3 'Dividends and shareholder remuneration'.

### 1.3 Achievement of our 2025 priorities

The 2024 annual report disclosed the board priorities for 2025. The following chart describes how we delivered on each priority.

| 2025 priorities | How we delivered |
| :--- | :--- |
| **Transformation** | |
| To oversee the implementation of our operating model, ensuring that we operate as a truly global-local organization with five global businesses, simplifying processes, reducing costs and improving customer experience by further optimizing our product portfolio. | The board continued to monitor the Group’s transformation journey, aimed at leveraging the value and potential of the Group’s scale and network effects as a truly global-local organization. Against this backdrop, the board placed particular focus on these areas:<br>• **One Transformation**: The board continued to oversee the Group’s strategy to simplify the product portfolio and automate processes to serve customers better, facilitate interactions with them, and progress towards our ambition of becoming our customers’ primary bank while increasing transactionality.<br>• **Common technology platforms**: The board also monitored the development of joint innovative common platforms at Group level that, powered by our global scale, enable process simplification and an enhanced customer experience, while contributing to lower operating costs.<br>• **Data & Artificial Intelligence (AI)**: The board appointed a Group Chief Data & AI Officer (CDAIO), reporting to the Executive Chair, with the mandate to evolve the Group’s data strategy, define the ambition and operating model to embed AI across the organization, and foster a strong data culture and AI expertise. The board approved the associated corporate framework and monitored the execution of the data & AI strategy to harness their full potential as strategic assets within the defined risk appetite. This monitorisation focused on streamlining and optimizing data management and treatment to enhance agility and cost efficiency, ensuring responsible AI practices aligned with applicable regulations and ethical standards, and scaling Group-wide initiatives that generate measurable business impact. These included investment copilots to provide real-time strategic insights, pilots aimed at enhancing customer experience, and AI agents for the automation of back-office processes across our footprint. |
| **People** | |
| To remain focused on attracting and retaining the best talent to fulfil our strategy now and in the future, maintaining our proactive approach to senior management succession planning, based on the Group's strategic needs. | The board believes that ensuring the right talent and capabilities, as well as attracting and retaining top professionals through a best-in-class employee value proposition, is key to enabling our transformation. Consequently, proactive senior management succession planning continued to be a top priority on the board’s agenda in 2025.<br>Throughout the year, the board emphasized the importance of cultural alignment, collaboration and strong performance as core criteria for all senior appointments, ensuring that they continue to align the Group’s strategic priorities. As part of that, the board monitored the evolution of the leadership teams across global businesses, main subsidiaries and global corporate functions, balancing the importance of developing a strong internal succession pipeline with the need to attract targeted external talent required to deliver our strategic targets.<br>The board enhanced its visibility on the depth of talent within the Group dedicating more time engaging top talent outside of the boardroom, meeting top talent based in the US as part of its visit to this country in 2025. As on previous occasions, the event was both successful and productive, with directors and the top talent participants providing positive feedback. |
| **Culture** | |
| To monitor the embeddedness of agile methodologies and more flexible organizational structures across the Group to promote a more collaborative and multidisciplinary way of working that results in a greater customer focus. | In 2025, the Group adopted an agile approach in the way we work as a key step towards becoming a global open financial services platform. We designed this approach to make the organization more collaborative, efficient and customer-focused, through multidisciplinary teams across the Group, all within the existing governance framework and associated reporting lines. As part of that, the board approved specific amendments to the Group Subsidiary Governance Model in 2025 to effectively implement these organizational changes and it has monitored their proper execution. |
| **Long-term shareholder value** | |
| To promote the generation of long-term and sustainable shareholder value creation through consistent returns growth while maintaining our robust capital management discipline to ensure strong shareholder remuneration and the resources required to deliver our strategy. | Our share price performed positively in 2025, partially driven by the fact that we continued to deliver against the public targets we announced at the 2023 Investor Day, as follows:<br>• **Revenue and customer growth**: revenue increased 3.9% in constant euros (0.3% in current euros) up to EUR 62,390 million and customer numbers climbed eight million to 180 million.<br>• **Strength**: CET1 above 12%, closing the year at 13.5% (vs. 12.83% in 2024), where we have maintained a disciplined capital allocation methodology and prudent risk management, as reflected by the non-performing loan ratio, which improved to 2.91%, remaining at historically low levels, and with a solid cost of risk at 1.15%.<br>• **Profitability**: Return on tangible equity (RoTE) post-AT1 increased to 16.3%.<br>• **Cost discipline**: Operating expenses fell by 1%, in line with our public target. As a result, the efficiency ratio improved to 41.2%.<br>• **Shareholder remuneration**: The remuneration paid to shareholders in 2025 was 10% higher than in 2024. We paid out approximately EUR 3,300 million in a cash dividend (EUR 22.50 cents per share with the right to receive a dividend, of which we paid out EUR 11.00 cents per share in May 2025 and EUR 11.50 cents per share in November 2025), which is a 15% increase on the cash dividend paid out in 2024. Moreover, we also paid out approximately EUR 3,300 million through share buyback programmes.<br>• **Total value creation**: The Group continued to increase created value for shareholders, achieving an earnings per share (EPS) of EUR 0.91 (+17%) and tangible net asset value (TNAV) per share of EUR 5.76 at year-end 2025. Including cash dividends paid during the year, total value creation (TNAV plus cash dividend per share) rose by 14%.<br>The board also assessed specific inorganic opportunities based on their fit within the Group strategic position and priorities. In 2025, we took a major step in strategic inorganic capital reallocation in line with our shareholder value creation commitment, growing the Group's scale in geographies with highly connected markets as follows:<br>• **Poland**: The board approved and oversaw the execution of the sale of 49% of Santander Bank Polska to Erste Group, and the agreed strategic cooperation across Corporate & Investment Banking (CIB) and payments. Completion of these transactions resulted in a net capital gain of approximately EUR 1,900 million for the Group.<br>• **United Kingdom**: The board agreed to acquire 100% of TSB Banking Group plc (TSB) from Banco de Sabadell, S.A. to strengthen Santander’s position in the UK.<br>• **United States**: The board also agreed to acquire Webster Financial Corporation (Webster) to strengthen Santander US in both scale and profitability. Both transactions, TSB and Webster, which remain subject to the corresponding approvals, are consistent with our strategy to carry out bolt-on acquisitions to accelerate organic growth in the Group’s core markets while adhering to our strict capital hierarchy. |
| **Sustainability goals** | |
| To oversee the fulfilment of our sustainability goals by striking a balance between financing our customers in their transition to a low-carbon economy and varying political and regulatory approaches. In addition, we will continue to take care of the sustainability agenda, in line with our purpose to help people and businesses prosper. | The board continued to monitor the progress made on our sustainability goals. In particular:<br>• We raised or facilitated EUR 34.56 billion in green finance in 2025.<br>• We supported 6.3 million people with financial inclusion initiatives since 2023, reaching our 2025 goal of 5 million half a year in advance. In 2025, our microfinance programmes in Latin America supported 1.8 million entrepreneurs with EUR 1,258.36 million in loans through programs like Prospera, Tuiio and Surgir.<br>• We invested EUR 163.78 million to support the communities in which we operate. In particular, EUR 102.9 million was allocated to support education, employability and entrepreneurship through Santander Universidades. Likewise, in 2025, we continued to help our people and customers in special situations, such as the ones that took place in Valencia and Castilla-La Mancha (Spain) and Bahia Blanca (Argentina), among others.<br>• We progressed towards equality, achieving a greater representation of women in senior positions, reaching 38.5% in 2025.<br>• We closed 2025 with 4,854 persons with disabilities employed within the Group (2.5% of our global workforce), in line with our commitment to boost their inclusion by increasing the number of hires and promotions and fostering accessibility.<br>For more details, see the 'Sustainability statement' chapter. |
| **Governance effectiveness** | |
| To enhance the overall effectiveness and composition of the board and its committees, with an appropriate composition and ensuring that their role is discharged in the most tangible and effective manner. | In 2025, we continued to work on an appropriately refreshed board of directors, ensuring diversity in its broadest sense (gender, geographical provenance, academic background, skills and experience). As part of that, we will shortly welcome Deborah Vieitas, whose appointment has been submitted to the 2026 AGM (subject to regulatory approval), further reinforcing the board's composition to ensure that we are well placed to address the challenges that our business faces and taking into account feedback from previous board effectiveness reviews.<br>In 2025, the nomination committee monitored execution of the action plan derived from the 2024 internal board effectiveness review, which was successfully completed in June 2025. In addition, the board conducted its annual effectiveness review in 2025 internally. The findings of the review concluded that the board and its committees continue to operate effectively and that the board's contribution is highly valuable for management. For more details, see 'Board effectiveness review in 2025' in section 4.3. |

### 1.4 Priorities for 2026

The board set these priorities for 2026:

→ **Long-term shareholder value and disciplined capital allocation**
Monitor the execution and achievement of the public targets announced at the 2026 Investor Day by promoting the generation of long-term and sustainable shareholder value creation through consistent returns growth and robust capital management discipline, acting responsibly at all times.

→ **Global-local operating model and transformation**
Oversee progress with the implementation of our global-local operating model and transformation strategy, with a key focus on delivering structural efficiency and enhancing customer experience through innovative common platforms and an embedded use of AI across the organization.

→ **Risk oversight**
Continue to identify and mitigate risks within the approved appetite and in line with our risk culture (Risk Pro), with the support of the risk supervision, regulation and compliance committee. Continue to promote our most optimal preparedness for an evolving geopolitical environment and macroeconomic uncertainty, and ensure the effective management of risks arising from strategic initiatives and new technologies, while maintaining strong operational resilience as the Group advances its digital transformation and AI–related strategy.

→ **People & Culture**
Maintain our proactive approach to talent management and remuneration schemes, ensuring that both continue to evolve to fully reflect the Group´s strategic priorities and future leadership needs.

→ **Governance effectiveness**
Keep our corporate governance arrangements under constant review to make sure they continue to consider the expectations of supervisors, shareholders, and other stakeholders, with the support of the nomination committee. Continue to enhance the overall effectiveness of the board and its committees with an appropriate composition so that they discharge their role in the most tangible and effective manner.

**Aligned with high corporate governance standards**
Banco Santander has the highest score in the Spanish Association for Standardisation and Certification's (AENOR) Good Corporate Governance Index (GCGI V2.0), which verifies aspects such as composition and functioning of the board and its committees, shareholders' general meeting, remuneration policy, compliance and transparency.

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# 2. Ownership structure

→ Broad and balanced shareholder base
→ A single class of shares
→ Authorized capital consistent with best practice to provide the necessary flexibility

## 2.1 Share capital

Our share capital comprises ordinary shares, each with a par value of EUR 0.50. Every share belongs to the same class and carries the same voting, dividend and other rights.

We do not have any bonds or securities that can be converted into shares other than the contingent convertible preferred securities (CCPS) mentioned in section 2.2 'Authority to increase capital'.

As at 31 December 2025, Banco Santander's share capital amounted to EUR 7,344,659,751, divided into 14,689,319,502 shares.

In 2025, we amended our share capital twice, to reduce it:
- First, for the amount of EUR 133,583,475 (c. 1.76% of share capital), under the terms agreed at the 2025 AGM, through the cancellation of the shares repurchased under the second buyback programme that formed part of the shareholder remuneration policy for 2024, which was registered with the Companies Register on 6 June 2025.
- Second, by EUR 98,002,935 (c. 1.32% of share capital), under the terms agreed at the 2025 AGM, through the cancellation of the shares repurchased under the First 2025 Buyback Programme. We registered this reduction with the Companies Register on 30 December 2025.

Since November 2021, when we completed the first buyback programme of those executed within the framework of the shareholder remuneration policy, Banco Santander has reduced its share capital by c. 15.3% of the outstanding shares as of that date.

At the 2026 AGM, the board of directors submitted a share capital reduction proposal to cancel the shares that will be acquired through the Second 2025 Buyback Programme; as well as, if appropriate, a further proposal to cancel the shares that are acquired in any new buyback programme that the board may implement or by other legally permitted means.

For more details, see sections 2.5 'Treasury shares' and 3.5 'Our next AGM in 2026'.

We have a diversified and balanced shareholder structure, with 3,518,729 shareholders as at 31 December 2025, broken down by type, geographical origin and number of shares as follows:

| Type of investor | % of share capital |
| :--- | :--- |
| Board$^A$ | 1.33 % |
| Institutional | 64.52 % |
| Retail | 34.15 % |
| **Total** | **100%** |

$^A$ Shares owned or represented by directors. For more details, see 'Tenure and equity ownership' in section 4.2 and subsection A.3 in section 9.2 'Statistical information on corporate governance required by CNMV'.

| Number of shares | % of share capital |
| :--- | :--- |
| 1-3,000 | 8.60 % |
| 3,001-30,000 | 14.18 % |
| 30,001-400,000 | 9.40 % |
| Over 400,000 | 67.82 % |
| **Total** | **100%** |

## 2.2 Authority to increase capital

Under Spanish law, shareholders at the general meeting have the authority to increase the share capital and may delegate power to the board of directors to increase the share capital by no more than 50%. Our Bylaws are consistent with Spanish law and do not set out special conditions for share capital increases.

As at 31 December 2025, our board of directors had received authorization from shareholders to approve or carry out these capital increases:
- **Authorized capital to 2027**: Shareholders at the 2024 AGM granted authorization to the board to increase the share capital on one or more occasions by up to EUR 3,956,394,643 (50% of the capital at the time of that AGM). The board can issue shares for cash consideration with or without pre-emptive rights for shareholders. The board was granted this authorization for three years (until 22 March 2027).

Shares without pre-emptive rights can be issued up to EUR 791,278,928.50 (10% of the capital at the time of the 2024 AGM). However, under Spain's Corporate Enterprises Act, this limit does not apply to capital increases to convert CCPS (which shall be converted into newly-issued shares if the CET1 ratio falls below a predetermined threshold). This authorization was used for the CCPS issue carried out in 2025.

- **Capital increases approved for contingent conversion of CCPS**: We issued contingent convertible preferred securities that qualify as regulatory Additional Tier 1 (AT1) instruments and would be converted into newly-issued shares if the CET1 ratio fell below a predetermined threshold. Each issue was backed by a capital increase approved under the authorization granted to the board by shareholders in force at the time of the CCPS issue.

The chart below shows the outstanding CCPS at the time of this report, with details about the capital increase resolutions that back them. Those capital increases are, therefore, contingent and have been delegated to the board of directors. The board is authorized to issue additional CCPS and other convertible securities and instruments in accordance with a resolution passed at the 2023 AGM that allows convertible instruments and securities to be issued for up to EUR 10 billion or an equivalent amount in another currency (under this authorization, two CCPS issues were executed in 2024 and one in 2025). Any capital increase resulting from the conversion of shares and other convertible instruments will occur according to the capital increase authorization made at the time those instruments were issued.

### Issues of contingent convertible preferred securities (CCPS)

| Date of issuance | Nominal amount | Discretionary remuneration per annum | Conversion predetermined threshold | Maximum number of shares in case of conversion$^A$ |
| :--- | :--- | :--- | :--- | :--- |
| 06/05/2021 | USD 1,000 million | 4.75% for the first 6 years | | 391,389,432 |
| 06/05/2021 | EUR 750 million | 4.125% for the first 7 years | | 352,278,064 |
| 21/09/2021 | EUR 1,000 million | 3.625% for the first 8 years | | 498,007,968 |
| 16/11/2023 | USD 1,150 million | 9.625% for the first 5 years and 6 months | If, at any time, the CET1 ratio of Banco Santander or the Group is lower than 5.125% | 447,470,817 |
| 16/11/2023 | USD 1,350 million | 9.625% for the first 10 years | | 525,291,828 |
| 20/05/2024 | EUR 1,500 million | 7% for the first 6 years | | 501,672,240 |
| 01/08/2024 | USD 1,500 million | 8% for the first 10 years | | 461,964,890 |
| 02/07/2025 | EUR 1,500 million | 6% for the first 6 years | | 331,418,471 |

$^A$ The figure corresponds to the maximum number of shares that could be required to cover the conversion of these CCPS, calculated as the quotient (rounded off by default) of the nominal amount of the CCPS issue divided by the minimum conversion price determined for each CCPS (subject to any antidilution adjustments and the resulting conversion ratio).

The board submitted the renewal of the authorisations to increase the share capital and to issue convertible securities to vote at the 2026 AGM.

For more details, see section 3.5 'Our next AGM in 2026'.

## 2.3 Significant shareholders

As at 31 December 2025, no Banco Santander shareholder individually held over 3% of the voting rights (the minimum threshold provided under Spanish law to issue a mandatory notification of a significant holding in a listed company).

Though the following shareholding held by an asset manager was registered with Spain's stock market authority (CNMV) as at 31 December 2025, the shares and financial instruments to whose voting rights the notification refers are being held on behalf of third parties (funds or other investment entities or the portfolios they manage) and none of them exceeds 3% of the voting rights that Banco Santander shares afford.

### Significant shareholding as at 31 December 2025

| Date of entry in CNMV register | Shareholder name | % voting rights$^A$ |
| :--- | :--- | :--- |
| 04/07/2025 | BlackRock Inc. | 6.861 |

$^A$ Includes voting rights attached to shares and financial instruments.

The changes notified to the CNMV in 2025 with regard to significant shareholdings are detailed below:

### Changes to significant shareholdings in 2025

| Date of entry in CNMV register | Shareholder name | Previous %$^A$ | Subsequent %$^A$ |
| :--- | :--- | :--- | :--- |
| 04/07/2025 | BlackRock Inc. | 6.875 | 6.861 |

$^A$ Includes voting rights attached to shares and financial instruments.

Though certain custodians appeared in our shareholder registry as holding more than 3% of our share capital as at 31 December 2025, we understand that those shares were held on behalf of other investors, none of whom exceeded that threshold individually. These custodians were State Street Bank (13.90%), Chase Nominees Limited (7.50%), The Bank of New York Mellon Corporation (7.18%), Citibank (6.40%), BNP Paribas (3.74%), Caceis Bank (3.57%) and The Northern Trust (3.06%).

There may be some overlap in the holdings declared by these custodians and the abovementioned asset manager.

Last, as at 31 December 2025, neither our shareholder register nor the CNMV's register showed any investor who resides in a non-cooperative jurisdiction and holds at least 1% of our voting rights (which is the mandatory disclosure threshold applicable to such investors under Spanish law).

Our Bylaws and the Rules and regulations of the board set out a regime to analyse and approve transactions with shareholders who hold over 10% of the voting rights. For more details, see section 4.12 'Related-party transactions and other conflicts of interest'.

## 2.4 Shareholders’ agreements

In February 2006, several persons linked to the Botín-Sanz de Sautuola y O’Shea family entered into a shareholders’ agreement to set up a syndicate for their shares in Banco Santander. The CNMV was informed of the signing of this agreement and the subsequent amendments the parties made. This information can be found on the CNMV website.

The main provisions of the agreement are:
- **Transfer restrictions**: Any transfer of Banco Santander shares expressly included in the agreement requires prior authorization from the syndicate meeting (which can freely authorize or reject it), except when the transferee is also a party to the agreement or Fundación Botín. These restrictions apply to the shares they expressly cover under the agreement and to shares subscribed for, or acquired by, syndicate members in exercising any subscription, bonus share, grouping or division, replacement, exchange or conversion rights that pertain or are attributed to, or derive from, those syndicated shares.
- **Syndicated voting**: Under the agreement, the parties will pool the voting rights attached to all their shares so that syndicate members may exercise them and engage Banco Santander in a concerted manner, in accordance with the instructions and the voting criteria and orientation the syndicate establishes. This covers the shares subject to the transfer restrictions mentioned above as well as any voting rights attached to any other Banco Santander shares held either directly or indirectly by the parties to the agreement, and any other voting rights assigned to them by virtue of usufruct, pledge or any other contractual title, for as long as they hold those shares or are assigned those rights. Representation of the syndicated shares is attributed to the syndicate chair, who will be the chair of Fundación Botín (currently Javier Botín, one of our directors and brother of our Group Executive Chair (Ana Botín)).

Though the agreement initially terminates on 1 January 2056, it will extend automatically for additional ten-year periods unless one of the parties notifies of its intention not to extend six months before the initial term or any extension period ends. The agreement may only be terminated early if all the syndicated shareholders agree unanimously.

As at 31 December 2025, the parties to this agreement held 110,326,647 shares in Banco Santander (0.75% of its capital at such time), which were therefore subject to the voting syndicate. They include 80,355,819 shares (0.55% of its capital by close of 2025) that are also subject to the referred transfer restrictions.

Subsection A.7 of section 9.2 'Statistical information on corporate governance required by CNMV' contains a list of parties to the shareholders' agreement and the relevant information filed with CNMV.

## 2.5 Treasury shares

**Shareholder approval**
The acquisition of treasury shares was last authorized at our 2023 AGM, for five years and subject to these provisions:
- The treasury shares held cannot exceed 10% of Banco Santander's share capital at any time, which is the legal limit set under Spain's Corporate Enterprises Act.
- The acquisition price may not be lower than the par value of the shares, nor exceed by more than 3% the highest of: the price of the last independent transaction or the highest independent offer at that time at the trading venue where the purchase is made.
- The purpose of acquiring treasury shares will be discretionary treasury share management, the execution of share buyback programmes, the delivery of these shares under the framework of the employee and director remuneration policy, or any other purpose that the board deems pertinent at any given time.

**Treasury shares policy**
On 26 February 2024, the board updated the current treasury shares policy, which dictates that Banco Santander may carry out treasury share transactions for these purposes:
- Provide liquidity or the supply of securities in the market for Banco Santander shares, which gives this market depth and minimizes any potential temporary imbalances in supply and demand.
- Take advantage, for the benefit of all shareholders, of weakness in the share price due to its medium-term outlook.
- Meet Grupo Santander's obligations to deliver shares to our employees and directors.
- Serve any other purpose authorized by the board within the legal limits and those set at the general meeting.

Among other things, the policy also provides for:
- The principles to uphold in treasury share trades, which include protecting financial markets' integrity and prohibiting market manipulation and insider trading.
- The operational criteria for carrying out treasury share trades, unless in exceptional circumstances as per the policy or carried out through mechanisms, such as buyback programmes, with regulation of their own. These criteria include rules on:
    - Responsibility for execution of these trades, which falls on the Investments and Holdings department, which is kept separate from the rest of Banco Santander.
    - Venues: Trades must generally be carried out in regulated markets and in the multilateral trading facilities stipulated in the policy.
    - Volume limits: Trades must generally not exceed 15% of the average daily trading volume for Banco Santander shares in the previous 30 sessions on the relevant trading venue.
    - Price limits: In general, (a) buy orders should not exceed by more than 3% the highest of (i) the price of the last independent transaction prior to the relevant acquisition, or (ii) the highest independent bid at that time on the trading venue where the purchase is made; and (b) sell orders should not be lower than the lowest of the price of the last trade in the market by independent parties and the lowest sell order price in the order book.
    - Time limits, including a black-out period that applies (a) during the 15 calendar days prior to the publication of quarterly financial information, and (b) if Banco Santander has decided to delay the disclosure of inside information according to market abuse regulations, until such information is disclosed. In the case of buyback programmes, the specific regulations establish a black-out period of 30 calendar days prior to the publication of annual and semi-annual results, which, however, will not apply when the buyback programme is managed by a third party or when the issuer has a temporary buyback programme in place.
    - Disclosure to the markets of treasury shares trading.

The policy applies to the discretionary trading of treasury shares irrespective of whether they are carried out in regulated markets, in multilateral trading facilities, outside the orders market, either through blocks or through special transactions, or under buyback programmes. Furthermore, buyback programmes shall comply with all the applicable specific regulations, such as those on market abuse and their relevant implementing rules. The policy does not apply to transactions on Banco Santander's shares carried out to hedge market risks or provide brokerage or hedging for customers.

The full treasury shares policy is available on Banco Santander's corporate website.

**Execution of the buyback programmes in relation to 2024 results**
We executed two buyback programmes under the 2024 shareholder remuneration policy:
- In the first buyback programme, executed from 27 August to 3 December 2024, we acquired 341,781,250 treasury shares (approximately 2.21% of share capital). Under the authorization of the 2024 AGM, on 17 December 2024 the board resolved to reduce Banco Santander’s share capital through the cancellation of the repurchased shares.
- In the second buyback programme, executed from 6 February to 2 June 2025, we acquired 267,166,950 treasury shares (approximately 1.76% of share capital). Under the terms agreed at the 2025 AGM, on 2 June 2025 the executive committee, by delegation of the board, resolved to reduce Banco Santander’s share capital through the cancellation of the repurchased shares.

For more details, see section 2.1 'Share capital'.

**First 2025 Buyback Programme**
Under the authorization of the 2023 AGM, and according to the 2025 shareholder remuneration policy, on 29 July 2025 the board resolved to execute the First 2025 Buyback Programme, for a maximum amount of EUR 1,700 million, equivalent to approximately 25% of the Group's net reported profit (excluding non-cash, non-capital ratios impact items) for the first half of 2025 and for which we had already obtained the required regulatory authorization of the European Central Bank (ECB).

In the First 2025 Buyback Programme (executed from 31 July to 22 December 2025), we acquired 196,005,870 treasury shares (accounting for approximately 1.32% of Banco Santander’s share capital), at a weighted average price per share of EUR 8.67.

On 23 December 2025, the executive committee, by delegation of the board, resolved to reduce the share capital in the amount of EUR 98,002,935 by cancelling the 196,005,870 repurchased shares.

For more details on these share capital reductions, see section 2.1 'Share capital'

**Second 2025 Buyback Programme**
Under the same AGM approval, on 3 February 2026 the board resolved to execute the Second 2025 Buyback Programme, for a maximum amount of EUR 5,030 million. The appropriate regulatory authorization had already been obtained and the execution of the programme began on 4 February 2026. Under the shareholder remuneration policy in relation to the 2025 results, 1,830 million euros correspond to c. 25% of the Group’s underlying profit for the second half of 2025. The remaining amount corresponds to an extraordinary buyback of 3,200 million euros, equivalent to approximately 50% of the CET1 capital generated in January 2026 following completion of the sale of 49% of Santander Bank Polska to Erste Group.

The board submitted the resolution on the share capital reduction through the cancellation of the shares repurchased under the Second 2025 Buyback Programme to vote at the 2026 AGM. For more details, see section 3.5 'Our next AGM in 2026'.

**Activity in 2025**
As at 31 December 2025, Banco Santander and its subsidiaries held 11,077,291 shares, accounting for c. 0.08% of Banco Santander's share capital (compared to 15,529,459 shares, accounting for 0.10% of the share capital as at 31 December 2024).

The chart below summarizes the monthly average proportion of treasury shares to share capital throughout 2024 and 2025.

### Monthly average of daily positions in treasury shares
% of Banco Santander’s share capital at month end

| | 2025 | 2024 |
| :--- | :--- | :--- |
| January | 0.14 % | 1.83% |
| February | 0.29 % | 0.13 % |
| March | 0.52% | 0.54 % |
| April | 1.14% | 0.98 % |
| May | 1.65% | 1.49 % |
| June | 0.18% | 1.54 % |
| July | 0.01% | 0.02 % |
| August | 0.20% | 0.06 % |
| September | 0.37% | 0.45 % |
| October | 0.61% | 0.94 % |
| November | 0.96% | 1.60 % |
| December | 1.01% | 1.36% |

In 2025, Banco Santander and its subsidiaries' treasury share trades amounted to the following values:

### Acquisitions and transfers of treasury shares in 2025

| EUR (except number of shares) | Acquisitions<br>Number of shares | Total par value | Total cash amount | Average purchase price | Transfers<br>Number of shares | Total par value | Total cash amount | Average purchase price | Profit (loss) net of taxes |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Discretionary trading | 32,601,302 | 16,300,651 | 216,021,000 | 6.63 | 37,053,470 | 18,526,735 | 188,585,000 | 6.39 | 33,618,000 |
| Operations on behalf of clients$^A$ | 88,589,623 | 44,294,812 | 578,143,000 | 6.53 | 88,589,623 | 44,294,812 | 578,143,000 | 6.53 | |
| Buyback programmes | 463,172,820 | 231,586,410 | 3,287,000,000 | 7.10 | N/A | N/A | N/A | N/A | N/A |
| **Total** | **584,363,745** | **292,181,873** | **4,081,164,000** | **6.98** | **125,643,093** | **62,821,547** | **766,728,000** | **6.48** | **33,618,000** |

$^A$ Transactions on Banco Santander's shares to hedge market risks or provide brokerage or hedging for customers.

The chart below shows significant changes in treasury shares that required disclosure to the CNMV in the year. Companies must report to the CNMV when purchases of treasury shares exceed 1% of the total voting rights (without discounting transfers) or when there is a change in the number of total voting rights.

### Significant changes in treasury shares in 2025$^A$
% of voting rights represented by shares

| Reported on | acquired since last notice | transferred since last notice | held at reference date of notice |
| :--- | :--- | :--- | :--- |
| 25/03/2025 | 1.01% | 0.57% | 0.61% |
| 29/04/2025 | 1.00% | 0.16% | 1.45% |
| 12/06/2025 $^B$ | 1.03% | 0.58% | 0.62% |
| 12/06/2025 $^C$ | 1.02% | 0.17% | 1.48% |
| 12/06/2025 | 0.50% | 1.96% | 0.01% |
| 05/11/2025 | 1.07% | 0.26% | 0.82% |

$^A$ Percentages calculated over share capital at the date of disclosure.
$^B$ It amends report dated 25 March 2025.
$^C$ It amends report dated 29 April 2025.

**Transactions with financial instruments**
The transactions with financial instruments with Banco Santander shares as the underlying asset that Banco Santander carried out of its own accord in 2025 for the purpose of discretionary treasury share management were:
- At the end of Q1'25, the delta (i.e. net exposure to share price changes) was equivalent to 1,860,000 shares. These derivatives matured during the financial year. No transactions were executed in Q2'25. In Q3'25, the final position amounted to a delta equalling 3,000,000 shares.
- The final position at year end was a positive aggregated delta equalling 3,252,000 shares worth a total of EUR 32,751,000.
- The instruments used were total return equity swaps and listed options, to be settled at maturity.

## 2.6 Stock market information

**Markets**
Banco Santander shares are listed on the Spanish stock exchanges (Madrid, Barcelona, Bilbao and Valencia), the New York Stock Exchange as American Depositary Shares (ADS), the London Stock Exchange as Crest Depositary Interests (CDI), the Warsaw Stock Exchange, and in the International Quotation System of the Mexican Stock Exchange.

**Market capitalization and trading**
As at 31 December 2025, Banco Santander is number one in the eurozone and 14th in the world by market value among financial institutions, with a market capitalization of EUR 147,921 million.

7,573 million Banco Santander shares traded in the year for an effective value of EUR 53,296.1 million and an annualized liquidity ratio of 51%.

### The Banco Santander share

| | 2025 | 2024 |
| :--- | :--- | :--- |
| Shares (million) | 14,689.3 | 15,152.5 |
| **Price (EUR)** | | |
| Closing price | 10.070 | 4.465 |
| Change in the price | 126 % | 18% |
| Maximum for the period | 10.156 | 4.928 |
| Date of maximum for the period | 30/12/2025 | 29/04/2024 |
| Minimum for the period | 4.255 | 3.563 |
| Date of minimum for the period | 02/01/2025 | 30/01/2024 |
| Average for the period | 7.315 | 4.352 |
| End-of-period market capitalization (EUR million) | 147,921.4 | 67,648.3 |
| **Trading** | | |
| Total volume of shares traded (million) | 7,572.7 | 7,712.6 |
| Average daily volume of shares traded (million) | 29.7 | 30.1 |
| Total cash traded (EUR million) | 53,296.1 | 33,409.9 |
| Average daily cash traded (EUR million) | 209.0 | 130.5 |

---

# 3. Shareholders and general meeting

→ One share, one vote, one dividend
→ No takeover defences in our Bylaws
→ High shareholder participation at the general meeting and equal treatment of our shareholders

## 3.1 Shareholder communication and engagement

**Policy on communication and engagement with shareholders and investors**
We aim to align our interests with those of our shareholders through sustainable growth and long-term value creation and to maintain the trust of our shareholders and broader society. To achieve this, we:
- provide shareholders and investors with information that meets their expectations and upholds our culture and values; and
- communicate and engage with them regularly to ensure that senior management and governance bodies consider and understand their views.

Our policy on communication and engagement with shareholders and investors, which is available on our corporate website, sets out the principles that govern these activities:
- **Protection of all shareholders' rights and legitimate interests**. We facilitate the exercising of their rights, provide them with information, and give them opportunities to have a say in our corporate governance in an effective and sustainable manner over the long term.
- **Equal treatment and non-discrimination**. We treat shareholders and investors in the same situation equally.
- **Fair disclosure**. We make sure that the information we disclose is transparent, truthful and consistent according to applicable law.
- **Appropriate information**. We report appropriate and relevant information to meet our shareholders’ and investors’ needs and expectations, and make sure it is clear, concise and accurate.
- **Compliance with laws and corporate governance rules**. We comply with the regulations on inside and other material information, and follow the principles of cooperation and transparency with supervisory and regulatory bodies.

The policy also sets out:
- the roles and responsibilities of the main governance bodies and internal functions involved;
- the channels for information disclosure and communication; and
- the ways in which we engage with shareholders and investors.

The policy also applies to relations with agents that advise, make recommendations to, or guide our shareholders and investors, such as financial and environmental, social and governance (ESG) analysts, proxy advisors and rating agencies.

Moreover, Banco Santander has board-approved frameworks on (i) accounting, financial and management and sustainability information, (ii) responsible banking, and (iii) branding and communications. They set out the general principles, roles and key processes for the communication of financial, non-financial and corporate information, which help ensure that all our shareholders and other stakeholders are properly informed about our strategy, targets and results, as well as about our culture and values.

**Shareholder engagement in 2025**
We carried out these activities in 2025 as part of our policy on communication and engagement with shareholders and investors:
- **The annual general meeting**. The ordinary general meeting is the most important annual event for our shareholders. We strive to encourage them to attend and participate, in an informed way. For more details, see 'Participation at general meetings' and 'Right to information' in section 3.2.

The annual general meeting is broadcast live on our corporate website, where its full recording is made available afterwards. This enables shareholders who cannot attend, as well as other interested parties, to remain fully informed of the resolutions submitted for approval.

We held our 2025 AGM exclusively by remote means. Our remote AGM platform ensures shareholders can fully exercise their rights to attend and participate in real time and virtually, regardless of where they are located. Through the platform, they can follow the live broadcast, vote, make presentations, propose resolutions, see the presentations and proposals of other attendees, and communicate with the notary public.

Our high shareholder participation rate at the most recent general meeting (with the second highest quorum in recent years) and the voting results show our commitment to shareholder engagement through general meetings and prove the effectiveness of our electronic means of attendance, delegation and remote voting. For more details, see section 3.4 '2025 AGM'.

As usual, an external auditor reviewed our 2025 AGM procedures, where it verified that our meeting call, preparation, communication and holding of the event were up to standard and certified the security, integrity and consistency of the means available for shareholders to participate.

- **Lead Independent Director meetings with key investors**. From November 2025 to the date of publication of this report, our Lead Independent Director held several meetings with institutional investors. Though meetings primarily focused on understanding their concerns about remuneration, they also addressed other topics of interest such as the structure of the board, our sustainability strategy and their opinion on virtual AGMs. In total, he held 14 meetings with 11 large institutional investors, who account for 23.61% of our share capital.

- **Quarterly results presentation**. We present our results at the end of each quarter on the same day we make them public. The presentation can be followed live, via conference call, or streamed on our website. We also release the related quarterly financial report and presentation material on the same day before the markets open. During the presentation, questions can be asked or emailed to investor@gruposantander.com.

In 2025, we gave our first, second and third quarter results presentations on 30 April, 30 July and 29 October, respectively. Our fourth quarter results presentation took place on 4 February 2026. The board was informed of investors’ and analysts’ reaction.

- **Investor days**. We hold investor days where we explain our strategy and targets for the next three years to investors and other stakeholders in a broader context than at results presentations and where investors can engage directly with senior management and some board members. We announce these meetings and provide the related documents well in advance. We held our most recent Investor Day in London on 25 February 2026.

- **Other activities**. We are aware that a single communication format cannot meet everyone's needs. That's why in 2025 we carried out the activities detailed in the table below to meet our shareholders' and investors' expectations.

| Other activities | |
| :--- | :--- |
| → Institutional investor roadshows | Our Shareholder and Investor Relations team had 1,511 meetings (both in person and virtually) with 520 institutional investors, including 55 meetings focused on ESG matters. We engaged with 41.3% of share capital. |
| → Interaction with retail shareholders | Our Shareholder and Investor Relations team held 219 events (online, in person and hybrid). Attendees accounted for 12.22% of the capital that retail shareholders hold in Spain. Shareholders engaged with the Group’s senior management at several of these events. |
| → Studies and surveys | We received 137,416 shareholder and investor opinions through quality surveys and studies, of which 4,673 corresponded to responses by retail shareholders on Santander's perception. |

**Communication with proxy advisors and other analysts**
We have always recognized the value our investors place on open dialogue with proxy advisors, ESG analysts and other influential entities. We make sure they understand our corporate governance and sustainability priorities and messages in order to convey them properly to investors.

As usual, we continued to engage with the main proxy advisors, providing them with information and explanations about the resolutions that will be submitted for approval at the 2026 AGM so they could make voting recommendations.

We also engaged in dialogue with ESG analysts, ensuring that any actions stemming from this dialogue complies with applicable regulations. For more details, see the 'Sustainability statement' chapter.

**Corporate website**
Our corporate website includes all the information on corporate governance as required by law and, in particular, (i) Banco Santander’s Bylaws, Rules and regulations of the board, Rules and regulations for the general shareholders meeting, and other internal regulations; (ii) information on the board of directors and its committees, as well as directors’ skills and professional biographies; and (iii) all the information related to general meetings.

Information on our corporate governance can be found at santander.com/en/shareholders-and-investors/corporate-governance. The contents of our corporate website are not incorporated by reference to this annual report nor should be considered part of it for any purpose.

In addition, our corporate website provides extensive institutional, financial and sustainability information about the Group, as well as other information we consider to be of interest to our shareholders and, in general, to all our stakeholders worldwide.

Our website's design enables us to be transparent and enhance user experience by providing quality information about Santander.

**Other channels**
In order to maximize the dissemination and quality of information, we provide shareholders and investors with an app (Santander Shareholders and Investors), on Android and Apple iOS that offers a broad range of content about the Group.

We also engage with shareholders through various channels, such as an email address, telephone lines, WhatsApp, a postal service, and a virtual office.

We regularly post information about Banco Santander on our official X and LinkedIn accounts. The contents included in these profiles are not incorporated by reference to this annual report nor should be considered part of it for any purpose.

## 3.2 Shareholder rights

**One share, one vote, one dividend**
Our Bylaws provide for one share class only (ordinary shares). Shares grant all shareholders the same rights. Each of them entitles its holder to one vote and there is no preferential treatment in dividend payouts. The Bylaws fully adhere to the one share, one vote, one dividend principle.

**Voting rights and unrestricted share transfers**
There are no non-voting or multiple-voting shares, nor limitations to the number of votes a shareholder can cast, or any other restriction on exercising voting rights, except for those prescribed by law or set out in our Bylaws should the acquisition of the shares infringe regulations. There are no quorum or qualified majority requirements other than those prescribed by law.

Neither Banco Santander's Bylaws nor any other means restrict the transferability of shares, which is subject only to the restrictions prescribed by law.

Furthermore, our Bylaws do not include any neutralization provisions, as set out in Spain's Securities Market Act, which would apply in takeover bids.

The shareholders' agreement mentioned in section 2.4 'Shareholders’ agreements' contains transfer and voting restrictions on the shares that are subject to it.

**Acquisition of significant shareholdings**
Because banking is a regulated sector, the acquisition of a significant shareholding or influence in Banco Santander is subject to non-objection by the supervising authority. Furthermore, as Banco Santander is a listed company, any parties wishing to acquire control over it and/or enter into any other cases provided for by law must launch a tender offer for its shares.

Such acquisitions are largely regulated by:
- Council Regulation (EU) No 1024/2013, of 15 October 2013, conferring specific tasks on the ECB relating to the prudential supervision of credit institutions;
- Act 10/2014, of 26 June, on the organization, supervision and solvency of credit institutions and its implementing regulation, Spanish Royal Decree 84/2015, of 13 February; and
- Act 6/2023, of 17 March, on Securities Markets and Investment Services.

The acquisition of a significant holding in Banco Santander may also require approval by other domestic and foreign regulators with supervisory powers over Banco Santander or its subsidiaries' operations and shares listings, or other actions concerning such regulators or subsidiaries, as well as approval by other authorities pursuant to foreign investment regulations in Spain or other countries where we operate.

**Participation at general meetings**
All registered holders of shares found on record at least five days prior to the day of a general meeting are entitled to attend. The requirements and procedures accepted to evidence share ownership and shareholders' right to participate in general meetings are available on our corporate website.

Shareholders (or their proxies) can attend general meetings virtually and participate through real-time means of communication, cast their votes, take the floor, propose resolutions and contact the notary public. Our Bylaws allow for general meetings to be virtual-only, without the physical attendance of shareholders or their proxies, provided that we can guarantee their identity and standing and that they can participate effectively in the meeting by remote means of communication, exercise their rights in real time and follow the presentations and proposals of other attendees, considering the state of the art and Banco Santander’s circumstances, particularly the number of shareholders.

The electronic shareholders’ forum, available on the corporate website at the time the meeting is called, enables shareholders to add items to the agenda included in the meeting notice, requests for support for their proposals, initiatives to reach the percentage required to exercise minority shareholder rights legally, and offers or requests to act as a voluntary proxy.

**Supplement to the notice and proposal of resolutions**
Shareholders who account for at least 3% of the share capital are able to request the publication of a supplement to the annual general meeting notice, adding one or more items to the agenda, with an explanation or substantiated resolution proposal and any other relevant documents.

Shareholders accounting for at least 3% of the share capital may also propose reasoned resolutions on any matters that have been, or should be, added to the agenda of a called annual general meeting.

To exercise these rights, shareholders must send a certified notice to Banco Santander’s registered office within five days after the annual general meeting notice is posted.

Any shareholder, irrespective of their stake, can also request the removal of directors or the filing of corporate liability action against any director to be put to a vote at the general meeting, even when not on the agenda.

**Right to information**
From the time the general meeting notice is posted up to and including the fifth day before the date of the general meeting, shareholders can submit any written requests for information or clarification they may deem pertinent, or any written questions they deem relevant to the items on the meeting agenda.

In the same manner and within the same period, shareholders can submit written requests for clarification about information Banco Santander has sent to the CNMV since the last general meeting or about auditor’s reports. Banco Santander posts all shareholder-requested information and the answers it provides on its corporate website.

Shareholders who attend either in person or virtually may also exercise their right to receive information at the meeting. Where information cannot be given during the course of the meeting, it will be provided in writing within seven days and posted on our corporate website.

**Quorum and majorities for passing resolutions at the general meeting**
The quorum and majorities set out in our Bylaws and Rules and regulations for general meetings in order to hold a valid meeting and adopt corporate resolutions are those provided for under Spanish law.

Except for certain matters mentioned below, on first call, shareholders accounting for at least 25% of the subscribed share capital with voting rights must be in attendance for the valid constitution of the general shareholders' meeting. If sufficient quorum is not reached, general meetings will be held on second call, which does not require a quorum.

In accordance with our Rules and regulations for general meetings, shareholders voting by remote means, by post or direct delivery or by electronic means before the meeting are counted as present in order to determine the general meeting quorum.

With the exception of certain matters mentioned below, general meeting resolutions pass when shareholders attending in person or by proxy cast more votes in favour than against.

The quorum and majorities required to amend the Bylaws, issue shares and bonds, make structural changes and vote on other significant resolutions permitted by law are those set out below for amending the Bylaws. Furthermore, in accordance with the laws that apply to credit institutions, if over 50% of the share capital is present at a general meeting, a qualified two-thirds majority is required to raise the proportion of variable remuneration components to fixed components above 100% (up to 200%) for executive directors and other employees whose professional activities have a material impact on the Group's risk profile; otherwise, a three-quarter majority will be necessary.

Decisions about acquiring, selling or contributing core assets to another company or similar corporate transactions shall require shareholder approval at general meetings when the law so dictates. Our Bylaws have no further requirements in this regard.

**Rules for amending our Bylaws**
Shareholders at the general meeting have the authority to approve any amendment to the Bylaws. However, the board can also decide to change the registered office within Spain.

The directors or, as applicable, the shareholders who have drafted a proposed amendment to the Bylaws, must write it out in full and prepare a report justifying it, which shall be provided to shareholders at the time the general meeting is called to debate the proposed amendment.

The general meeting notice must clearly state the items to be amended as well as the rights of all shareholders to examine the full text of proposed amendments and the related report at Banco Santander’s registered office and to have them delivered free of charge.

If shareholders are convened to debate amendments to the Bylaws, the quorum on first call will be reached if 50% of the subscribed share capital with voting rights is in attendance. If sufficient quorum cannot be reached, the general meeting will be held on second call, where 25% of the subscribed share capital with voting rights must be in attendance.

When less than 50% of the subscribed share capital with voting rights is in attendance, resolutions on amendments to the Bylaws can only be validly adopted if two-thirds of shareholders attending the meeting in person or by proxy vote for them. However, when 50% or more of the subscribed share capital with voting rights is present, resolutions may pass by way of absolute majority.

Resolutions to amend the Bylaws that involve new obligations for shareholders must be accepted by those affected.

Bylaw amendments are subject to ECB approval. However, the following amendments do not require authorization but must still be reported to the ECB: a change of registered office within Spain, share capital increases, adding mandatory or prohibitive laws or regulations to the Bylaws, changing the wording in order to comply with court or administrative rulings, and any others the ECB has considered non-material changes in response to prior consultations.

## 3.3 Dividends and shareholder remuneration

**Remuneration in relation to the 2025 results and the excess capital**
The board applied the current shareholder remuneration policy to the 2025 results. This policy sets a target to allocate approximately 50% of the Group's net reported profit (excluding non-cash, non-capital ratios impact items) distributed almost evenly to cash dividends and share buybacks.

Additionally, on 5 February 2025, Banco Santander signalled its objective to allocate up to EUR 10 billion to share buybacks in relation to the 2025 and 2026 results, as well as expected capital excess. As part of this target, on 5 May 2025 Banco Santander announced its intention to distribute approximately 50% of the capital that will be released upon completion of the sale of its 49% stake in Santander Bank Polska S.A., through a share buyback of approximately EUR 3.2 billion in early 2026 and that, as a result, it could exceed the EUR 10 billion target. Upon announcing the agreements to acquire TSB and Webster on 1 July 2025 and 3 February 2026 respectively, Banco Santander confirmed its goal to distribute at least EUR 10 billion in share buybacks with regard to the 2025 and 2026 results and excess capital.

In execution of the above, shareholder remuneration for financial year 2025 comprised the following:
- **Interim remuneration**.
    - On 30 July 2025, the board resolved to execute the First 2025 Buyback Programme worth up to EUR 1,700 million (equivalent to approximately 25% of the Group's net reported profit in H1’25). For more details, see 'First 2025 Buyback Programme' in section 2.5.
    - On 30 September 2025, the board resolved to pay an interim cash dividend in relation to the 2025 results of 11.5 euro cents per share entitled to the dividend (equivalent to approximately 25% of the Group's net reported profit in H1’25), which was paid from 3 November 2025.
- **Final remuneration**.
    - On 3 February 2026, the board of directors resolved to implement the Second 2025 Buyback Programme worth up to EUR 5,030 million and for which the required regulatory authorization had been obtained. The programme started on 4 February 2026. Under the shareholder remuneration policy in relation to the 2025 results, 1,830 million euros correspond to c. 25% of the Group’s net reported profit for the second half of 2025. The remaining amount corresponds to an extraordinary buyback of 3,200 million euros, equivalent to approximately 50% of the CET1 capital generated in January 2026 following completion of the sale of 49% of Santander Bank Polska to Erste Group. For more details, see 'Second 2025 Buyback Programme' in section 2.5.
    - On 24 February 2026, the board of directors resolved to submit to the 2026 AGM the approval of a final cash dividend in the gross amount of 12.5 euro cents per share entitled to dividend. Subject to AGM approval, the dividend will be payable from 5 May 2026.

Once these actions are completed, total shareholder remuneration in relation to the 2025 results will be EUR 7,050 million (approximately 50% of the Group's 2025 net reported profit, excluding non-cash, non-capital ratios impact items), split almost evenly between cash dividends (EUR 3,520 million) and share buybacks (EUR 3,530 million). We have estimated these amounts on the assumption that, as a result of the partial execution of the Second 2025 Buyback Programme, the number of outstanding shares entitled to receive the final cash dividend will be 14,568,470,446. Therefore, the final amount may be higher if fewer shares than planned are acquired in the Second 2025 Buyback Programme; otherwise, it will be lower.

Since 2021 and including the total share buyback currently underway, Banco Santander will have returned EUR 16.2 billion to shareholders via share buybacks, and will have repurchased around 18% of its outstanding shares.

**Shareholder remuneration policy**
The board of directors intends (1) to apply an ordinary shareholder remuneration policy for 2026 to 2028 results that entails allocating approximately 50% of the Group’s underlying profit* (excluding non-cash, non-capital ratios impact items), split approximately evenly between cash dividends and share buybacks for 2026 results, and (2) to distribute to shareholders any excess capital at the end of the 2026-2028 period. From 2027 results, the ordinary shareholder remuneration policy is expected to comprise around 35% of the Group's underlying profit (on the same basis) in cash dividends and around 15% in share buybacks. For more details, see ‘Remuneration in relation to the 2025 results and the excess capital' in this section.]

The execution of the ordinary shareholder remuneration policy and the distribution to shareholders of any excess capital at the end of the 2026-2028 period is subject to corporate and regulatory decision and approval.

* Therefore excluding extraordinary results, such as those arising from the sale of 49% of Santander Bank Polska to Erste Group, the positive capital impact of which we considered for the purposes of the Second 2025 Buyback Programme.

## 3.4 2025 AGM

We held our annual general meeting on 4 April 2025, on second call, in a completely virtual format.

**Quorum**
The quorum (among shareholders present and represented) was 68.507%, the second highest in recent years, broken down as follows:

| Quorum breakdown | Share capital with voting rights |
| :--- | :--- |
| **Present** | **3.922%** |
| Virtual attendance | 0.799% |
| Remote voting | 3.123% |
| By post or direct delivery | 0.551% |
| By electronic means | 2.571% |
| **Represented** | **64.585%** |
| By post or direct delivery | 5.287% |
| By electronic means | 59.298% |
| **Total** | **68.507%** |

### Approved resolutions and voting results
All items on the agenda were approved. Votes in favour of the board’s proposals averaged 98.71%. 99.56% of votes approved the corporate management for 2024 and 96.35% of the votes approved the directors' remuneration policy for 2025, 2026 and 2027.

See the following summary chart:

### Approved resolutions and voting results at the 2025 AGM

| | VOTES$^A$ | | | | |
| :--- | :--- | :--- | :--- | :--- | :--- |
| | For$^B$ | Against$^B$ | Blank$^C$ | Abstention$^C$ | Quorum$^D$ |
| **1. Annual accounts and corporate management.** | | | | | |
| 1A. Annual accounts and directors’ reports of Banco Santander, S.A. and of its consolidated group for 2024. | 99.90 | 0.10 | 0.03 | 0.23 | 68.51 |
| 1B. Consolidated statement of non-financial information for 2024, which is part of the consolidated directors’ report. | 99.83 | 0.17 | 0.03 | 0.21 | 68.51 |
| 1C. Corporate management for 2024. | 99.56 | 0.44 | 0.03 | 1.82 | 68.51 |
| **2. Application of results obtained during 2024.** | 99.84 | 0.16 | 0.03 | 0.13 | 68.51 |
| **3. Board of directors: appointment and re-election of directors.** | | | | | |
| 3A. Setting of the number of directors. | 99.77 | 0.23 | 0.04 | 0.20 | 68.51 |
| 3B. Re-election of Mr. Luis Isasi Fernández de Bobadilla. | 96.89 | 3.11 | 0.03 | 0.20 | 68.51 |
| 3C. Re-election of Mr. Héctor Blas Grisi Checa. | 99.36 | 0.64 | 0.04 | 0.19 | 68.51 |
| 3D. Re-election of Mr. Glenn Hogan Hutchins. | 97.93 | 2.07 | 0.04 | 0.22 | 68.51 |
| 3E. Re-election of Mrs. Pamela Ann Walkden. | 99.60 | 0.40 | 0.04 | 0.20 | 68.51 |
| 3F. Re-election of Ms. Ana Botín-Sanz de Sautuola y O'Shea. | 97.80 | 2.20 | 0.03 | 0.38 | 68.51 |
| **4. Re-election of the external auditor for financial year 2025.** | 99.70 | 0.30 | 0.04 | 0.26 | 68.51 |
| **5. Appointment of the verifier of sustainability information for financial year 2025.** | 99.69 | 0.31 | 0.04 | 0.25 | 68.51 |
| **6. Share capital.** | | | | | |
| 6A. Reduction in share capital in the maximum amount of EUR 706,871,648, through the cancellation of a maximum of 1,413,743,296 own shares. Delegation of powers. | 99.65 | 0.35 | 0.02 | 0.12 | 68.51 |
| 6B. Reduction in share capital in the maximum amount of EUR 757,624,616, through the cancellation of a maximum of 1,515,249,232 own shares. Delegation of powers. | 99.44 | 0.56 | 0.02 | 0.12 | 68.51 |
| **7. Remuneration.** | | | | | |
| 7A. Directors' remuneration policy. | 96.35 | 3.65 | 0.03 | 0.20 | 68.51 |
| 7B. Setting of the maximum amount of annual remuneration to be paid to all the directors in their capacity as such. | 97.71 | 2.29 | 0.04 | 0.23 | 68.51 |
| 7C. Approval of maximum ratio between fixed and variable components of total remuneration of executive directors and other employees belonging to categories with professional activities that have a material impact on the risk profile. | 99.20 | 0.80 | 0.03 | 0.17 | 68.08 |
| 7D. Deferred Multiyear Objectives Variable Remuneration Plan. | 98.40 | 1.60 | 0.04 | 0.22 | 68.51 |
| 7E. Application of the Group’s buyout regulations. | 99.21 | 0.79 | 0.04 | 0.23 | 68.51 |
| 7F. Annual directors' remuneration report (consultative vote). | 93.27 | 6.73 | 0.04 | 1.15 | 68.51 |
| **8. Authorization to the board and grant of powers for conversion into public instrument.** | 99.86 | 0.14 | 0.03 | 0.13 | 68.51 |
| **9 to 24. Corporate action to demand director liability and dismissal and removal of directors.** $^E$ | 0.00 | 100.00 | 0.00 | 0.04 | 65.38 |

$^A$ Each Banco Santander share grants one vote.
$^B$ Percentage of total votes for and against.
$^C$ Percentage of total share capital attending the 2025 AGM, either in person or by proxy.
$^D$ Percentage over Banco Santander's share capital at the date of the 2025 AGM.
$^E$ Items 9 to 24, not included on the agenda, were put to a separate vote. They refer to the proposal to bring of corporate action to demand director liability (acción social de responsabilidad) against all directors in office (9) and to the proposal of dismissal and removal of the following directors: Ms. Ana Botín-Sanz de Sautuola y O'Shea (10), Mr. Héctor Blas Grisi Checa (11), Mr. Glenn Hogan Hutchins (12), Mr. José Antonio Álvarez Álvarez (13), Ms. Homaira Akbari (14), Mr. Juan Carlos Barrabés Cónsul (15), Mr. Javier Botín-Sanz de Sautuola y O'Shea (16), Ms. Sol Daurella Comadrán (17), Mr. Henrique de Castro (18), Mr. Germán de la Fuente Escamilla (19), Ms. Gina Lorenza Díez Barroso (20), Mr. Luis Isasi Fernández de Bobadilla (21), Ms. Belén Romana García (22), Mrs. Pamela Walkden (23) and Mr. Antonio Francesco Weiss (24).

The full texts of the resolutions passed can be found on our corporate website and on the CNMV’s website, as they were filed as other relevant information on 4 April 2025.

## 3.5 Our next AGM in 2026

**Resolution proposals submitted for shareholder approval**
The board of directors resolved to call the 2026 AGM on 26 March at first call or on 27 March at second call, and to submit these resolutions for shareholder approval:

### Resolution proposals submitted for shareholder approval at the 2026 AGM

**Annual accounts and corporate management**
→ To approve the annual accounts and the directors’ reports of Banco Santander and its consolidated Group for 2025. For more details, see 'Consolidated financial statements'.
→ To approve the consolidated non-financial statement for 2025, which forms part of the consolidated directors' report. For more details, see the 'Sustainability statement' chapter.
→ To approve the corporate management for 2025.

**Shareholder remuneration**
→ To approve the allocation of profits obtained by Banco Santander in 2025. For more details, see note 4.a) to the consolidated financial statements.
→ To reduce the share capital of Banco Santander by cancelling:
• a maximum of 1,326,455,826 own shares purchased under the Second 2025 Buyback Programme; and
• a maximum of 1,468,931,950 own shares acquired through one or more share buyback programmes or by other legally permitted means, authorizing the board of directors to cancel them on one or several occasions within the earliest of one year or the date of the next annual general meeting.
For more details, see sections 2.1 'Share capital', 2.5 'Treasury shares' and 3.3 'Dividends and shareholder remuneration'.

**External auditor and independent verifier**
→ To re-elect the firm PricewaterhouseCoopers Auditores, S.L. (PwC) as external auditor for financial year 2026.
→ To elect PwC as verifier of the sustainability information for financial year 2026.

**Board of directors: appointments and re-elections**
→ To set the number of directors at 15, which is within the range that the Bylaws prescribe.
→ To appoint Deborah Vieitas and re-elect Sol Daurella, Gina Díez Barroso, Carlos Barrabés and Antonio Weiss for a three-year term.
For more details, see section 4.1 'Our directors'.

**Remuneration (see section 6. 'Remuneration')**
→ To approve the director's remuneration policy for 2026, 2027 and 2028.
→ To approve a maximum ratio of 200% of variable components to fixed components of total remuneration for executive directors and certain employees belonging to professional categories that have a material impact on the Group’s risk profile.
→ To approve the Group's buy-out regulations.
→ To hold a non-binding vote on the annual directors’ remuneration report.

**Share capital and convertible securities**
→ To authorize the board to increase share capital and exclude pre-emptive rights.
→ To authorize the board to issue securities that are convertible into shares within a 5-year period and up to a maximum aggregate limit of EUR 10 billion. To set the standards to determine the bases for, and terms and conditions applicable to, the conversion and to grant powers to increase capital and exclude pre-emptive rights.
→ To increase the share capital by issuing up to 334,809,216 new shares, in exchange for in-kind contributions consisting of common shares of Webster Financial Corporation. Authorize the board to implement the capital increase and determine the share premium.
For more details, see sections 2.1 'Share capital' and 2.5 'Treasury shares'.

Related documents and information are available for consultation on our corporate website from the date the meeting notice is published.

**Virtual AGM**
As with the 2025 AGM, the 2026 AGM will be held as a virtual-only meeting broadcast live from our corporate centre in Boadilla del Monte. Holding the meeting in this format is possible thanks to the legal and statutory authorization to hold this type of meeting and is motivated by these reasons:

- **The virtual format is effective.** The 2025 virtual meeting was characterized by a high level of shareholder engagement, with the second-highest quorum in recent years, an average support of 98.7% for the proposals submitted to vote, and a high level of participation during the meeting, in which shareholders were able to exercise their rights on equal terms from any location. For more details, see section 3.4 '2025 AGM'.
- **It enhances participation and ensures equal treatment of shareholders...** The virtual format guarantees equal treatment for all shareholders and enables their participation and the full exercising of their rights, in line with our commitment to encouraging shareholder engagement in our corporate governance. Considering that Santander has several million shareholders located across different geographies, and only a moderate number of shareholders have traditionally attended general meetings in person when held in a physical or hybrid format, the virtual format enables all shareholders to take part under the same conditions, placing those who can travel and those who cannot on an equal footing.
- **...thanks to robust and secure technology, ...** Our General Shareholders’ Meeting Platform is fully suited for holding the meeting with the necessary guarantees and safeguards the exercising of shareholders’ rights at the same level as a physical or hybrid meeting. We have been promoting remote participation through this platform for more than two decades; it is technologically proven, and its effectiveness was confirmed again at the 2025 virtual meeting. An external audit certifies the security, integrity and consistency of the means made available to shareholders through the platform.
- **...consistent with Santander’s digitalization and sustainability strategy...** The virtual format is fully aligned with the Group’s digital transformation, leveraging technology to offer shareholders a simple and secure digital experience while optimizing its resources for shareholders' benefit. It also reflects our commitment to sustainability by reducing the environmental impact associated with the travel of attendees and teams to a physical event, particularly when technology enables an equivalent outcome to be achieved without the need for such travel.
- **...and aligned with market trends.** The global shift towards fully virtual meetings continues to expand in line with the current digital paradigm. In markets such as the United States, Germany and Norway, this format has become the prevailing practice among large, listed companies. Listed companies in Spain are also increasingly joining this trend.

Attendance at the 2026 AGM shall be through the General Shareholders' Meeting Platform accessible on the corporate website santander.com, through the 'General Shareholders' Meeting' site, or on the website juntasantander.com.

Since attendance at general meetings is not paid, a general policy in this regard is not necessary. However, Banco Santander offers shareholders that participate in our general meeting a commemorative courtesy gift, as has been tradition for decades.

---

# 4. Board of directors

A diverse and balanced board
→ 15 directors: 13 non-executive and 2 executive
→ Majority of independent directors (66.67%)
→ Balanced presence of women and men (40%-60%)

1 **Belén Romana**
Member
Non-executive director
(independent)
òò¢Cpp

2 **José Antonio Álvarez**
Vice Chair
Non-executive director
ò▲p

3 **Héctor Grisi**
CEO
Executive director
●▲

4 **Ana Botín**
Executive Chair
Executive director
●▲

5 **Glenn Hutchins**
Vice Chair and Lead Independent Director
Non-executive director (independent)
■■C▲C

6 **Pamela Walkden**
Member
Non-executive director
(independent)
●▲C★

7 **Germán de la Fuente**
Member
Non-executive director
(independent)
òC▲

8 **Javier Botín**
Member
Non-executive director

9 **Henrique de Castro**
Member
Non-executive director
(independent)
ò▲p

10 **Antonio Weiss**
Member
Non-executive director
(independent)
¢

11 **Sol Daurella**
Member
Non-executive director
(independent)
¢¢ŸC

12 **Homaira Akbari**
Member
Non-executive director
(independent)
òŸp

13 **Luis Isasi**
Member
Non-executive director
ò▲p

14 **Gina Díez Barroso**
Member
Non-executive director
(independent)
¢Ÿ

15 **Carlos Barrabés**
Member
Non-executive director
(independent)
¢Ÿp

16 **Jaime Pérez Renovales**
Secretario general y del consejo

● Executive committee
ò Audit committee
¢ Nomination committee
¢ Remuneration committee
▲ Risk supervision, regulation and compliance committee
Ÿ Responsible banking, sustainability and culture committee
p Innovation and technology committee
C Chair of the committee

---

## 4.1 Our directors

**Ana Botín-Sanz de Sautuola y O’Shea**
EXECUTIVE CHAIR, Executive director
Board member since 1989.
Nationality: Spanish. Born in Santander (Spain) in 1960.
Education: Degree in Economics from Bryn Mawr College of Pennsylvania.
Experience: Ms Botín joined Banco Santander in 1988, after working at J.P. Morgan in New York (1980-1988). Up to 1998, she held several executive positions and led the Group’s expansion across Latin America. In 2002, she was appointed Executive Chair of Banesto. Between 2010 and 2014, she was CEO of Santander UK plc and was a non-executive director until April 2021. In 2014 she was appointed Executive Chair of Banco Santander. She was also a non-executive director of Santander UK Group Holdings plc (2014-2021) and Chair of the European Banking Federation (2021-2023).
Other positions of note: Ms Botín is a member of the board of directors of The Coca-Cola Company and Chair of the Institute of International Finance (IIF). She is also founder and Chair of CyD (a foundation that supports higher education) and Fundación Empieza por Educar (the Spanish subsidiary of international NGO Teach For All), and sits on the advisory board of the Massachusetts Institute of Technology (MIT).
Positions in other Group companies: Ms Botín is non-executive Chair of Open Bank, S.A., Santander Consumer Finance, S.A., Open Digital Services, S.L., PagoNxt, S.L., Universia España Red de Universidades, S.A. and Universia Holding, S.L.; and is a non-executive director of Santander Holdings USA, Inc. and Santander Bank, N.A.
Membership of board committees: Executive committee (Chair) and innovation and technology committee.
Skills and competencies: Ms Botín has extensive international experience in top executive roles in banking. She has also led Grupo Santander’s strategic and cultural transformation, and her philanthropy underscores her ongoing commitment to sustainable and inclusive growth.

**Héctor Grisi Checa**
CHIEF EXECUTIVE OFFICER, Executive director
Board member since 2023.
Nationality: Mexican and Spanish. Born in Mexico City (Mexico) in 1966.
Education: Degree in Finance from Universidad Iberoamericana (Mexico City).
Experience: Mr Grisi has more than three decades of international banking experience. He joined Grupo Santander in 2015 as Executive Chair and CEO of Banco Santander México and Grupo Financiero Santander México, S.A. de C.V. Between 2019 and 2022, he was Regional Head for North America, overseeing operations in Mexico and the United States. Previously, he spent 18 years at Credit Suisse, where he held several senior management roles that included Head of Investment Banking for Mexico, Central America and the Caribbean, and Chair and CEO of Credit Suisse México. He began his professional career in investment banking at Casa de Bolsa Inverlat, Banco Mexicano and Grupo Finaniero Santander Mexicano. He has also been Vice Chair of Asociación de Bancos de México (ABM) and a member of the boards of Bolsa Mexicana de Valores and Universidad Iberoamericana.
Other positions of note: Mr Grisi is non-executive Chair of Cogrimex, S.A. de C.V.
Positions in other Group companies: Mr Grisi is a non-executive director of Grupo Financiero Santander México, S.A. de C.V. and PagoNxt, S.L.
Membership of board committees: Executive committee and innovation and technology committee.
Skills and competencies: Mr Grisi stands out for his leadership in business transformation, operational efficiency and digital innovation. He has in-depth knowledge of Group Santander, including its business lines and international strategy, particularly in Mexico and the United States, two of its core markets. He has led the Group through a period of solid growth and modernization, enhancing its competitive position and strengthening investor confidence, while accelerating its transformation into a simpler, more agile and digitally integrated organization. Throughout his career, he has promoted responsible business and sustainability initiatives, especially in the areas of education and support for vulnerable communities. He brings to the board extensive international experience and a proven ability to lead transformation and strengthen connectivity across the Group’s markets, thereby contributing to its geographic and international diversity.

**Glenn H. Hutchins**
VICE CHAIR AND LEAD INDEPENDENT DIRECTOR, Non-executive director (independent)
Board member since 2022.
Nationality: American. Born in Virginia (US) in 1955.
Education: Graduated with an AB, MBA and JD from Harvard University.
Experience: Mr Hutchins co-founded US technology and investment firm Silver Lake, where he was CEO until 2011. Prior, he had been a senior managing director at The Blackstone Group (1994-1999) and Thomas H. Lee Co. (1985-1994), and a consultant at Boston Consulting Group. He has also served on the boards of SunGard Data Systems (Chair, 2005-2015), NASDAQ (2005-2017), Virtu Financial (2017-2021) and AT&T (2014-2025). He served as a director and Chair of the audit and risk committees of the Federal Reserve Bank of New York from 2011 to 2021. In addition, he served on the board of the Harvard Management Company, which manages Harvard University’s endowment, and has been a member of the executive committee of the Boston Celtics (2003–2025). Mr Hutchins worked with President Clinton in his transition to power and the White House as special advisor on economic and healthcare policy.
Other positions of note: Mr Hutchins is non-executive Chair of investment firm North Island Ventures and Lead Independent Director of CoreWeave, Inc. He is a member of the international advisory board and investment board of Singapore’s Government Investment Corporation (GIC), co-Chair of the Brookings Institution, Chair emeritus of not-for-profit organization CARE, and Vice Chair of the Obama Foundation.
Membership of board committees: Nomination committee, remuneration committee (Chair), and innovation and technology committee (Chair).
Skills and competencies: As a long-time investor in technology and fintech companies, Mr Hutchins has expertise in financial markets and is well-known among investors and stakeholders. He brings to the board his acumen in technology, telecommunications, innovation, finance and investment as well as extensive knowledge of financial regulation as a result of his leadership roles in government, especially with financial regulators and supervisors. He works closely with not-for-profit entities that helps fight poverty and promote inclusion and social justice.

**José Antonio Álvarez Álvarez**
VICE CHAIR, Non-executive director
Board member since 2015.
Nationality: Spanish. Born in León (Spain) in 1960.
Education: Degree in Economics and Business Administration from the University of Santiago de Compostela and MBA from the University of Chicago.
Experience: Mr Álvarez joined Banco Santander in 2002. He was appointed Senior Executive Vice President (director general) and Head of the Financial Management and Investor Relations division in 2004 (Group Chief Financial Officer) and was Group CEO from 2015 to 2022. He has also served as director at SAM Investments Holdings Limited, Santander Consumer Finance, S.A., Santander Holdings USA, Inc., and as non-executive Vice Chair of Banco Santander (Brasil) S.A. In addition, he sat on the supervisory boards of Santander Consumer Bank AG, Santander Consumer Holding GmbH and Santander Bank Polska, S.A. He was also a board member of Bolsas y Mercados Españoles, S.A.
Other positions of note: Mr Álvarez is an independent director of Aon plc, non-executive Chair of the board of directors of Inbonis, S.A. and a member of the advisory committee of Grupo Buenavista.
Positions in other Group companies: Mr Álvarez is a non-executive director of PagoNxt, S.L.
Membership of board committees: Executive committee, risk supervision, regulation and compliance committee, and innovation and technology committee.
Skills and competencies: Mr Álvarez has had a distinguished career in banking and brings significant strategic and international management expertise, in particular financial planning, asset management and consumer finance, and has vast knowledge of the Group from his tenure as CEO. He also has an established reputation with such key stakeholders as regulators and investors.

**Homaira Akbari**
Non-executive director (independent)
Board member since 2016.
Nationality: American and French. Born in Tehran (Iran) in 1961.
Education: PhD in Experimental Particle Physics from Tufts University of Massachusetts and MBA from Carnegie Mellon University.
Experience: Ms Akbari was a non-executive director of Gemalto N.V. and Veolia Environnement S.A. She was Chair and CEO of SkyBitz, Inc., managing director of TruePosition, Inc., and a non-executive director of Covisint Corporation and US Pack Logistics, LLC. She also held various roles at Microsoft Corporation and Thales Group. She was non-executive Chair of WorkFusion, Inc., an independent director of Temenos AG and a member of the security advisory board of Telefónica Soluciones de Criptografía, S.A.U.
Other positions of note: Ms Akbari is CEO of AKnowledge Partners, LLC, a global consultancy firm on the Internet of Things, cybersecurity and AI. She is an independent director of Landstar System, Inc. and Babcock & Wilcox Enterprises Inc., and a member of the technology advisory board of Telefónica lnnovación Digital, S.L. She is also a trustee of the French Institute Alliance Française.
Positions in other Group companies: Ms Akbari is a non-executive director of PagoNxt, S.l.
Membership of board committees: Audit committee, responsible banking, sustainability and culture committee, and innovation and technology committee.
Skills and competencies: Ms Akbari brings significant experience of technology companies, and her vast knowledge of digital transformation challenges and cybersecurity is an asset to the board. Moreover, her international experience in diverse regions and knowledge of sustainability matters, especially water, energy and waste management and treatment, are highly valuable to the Group's sustainability policy.

**Juan Carlos Barrabés Cónsul**
Non-executive director (independent)
Board member since 2024.
Nationality: Spanish. Born in Huesca (Spain) in 1970.
Education: Tour Operator Management from the School of Tourism of Aragón and Global Leadership and Public Policy for the XXI Century Program from Harvard Kennedy School.
Experience: Mr Barrabés sat on the board of the Santander España business unit and the advisory council of Vodafone. He was also director of the master’s degree in Strategic Design Lab at Istituto Europeo di Design (IED) and of the MBA at Escuela de Organización Industrial (EOI) in Madrid. He was also a trustee of Fundación Ashoka Emprendedores Sociales, founded and sits on the advisory council of Escuela de Negocios del Pirineo (ESPENI), founded and sits on the management board of Épsilon Ecología, Asociación para la Defensa del Medio Ambiente, and is an advisor to Centro de Finanzas Sostenibles y Responsables de España (centre for sustainable and responsible finance, FINRESP).
Other positions of note: Mr Barrabés is the founder and Chair of Grupo Barrabés, which advises large corporates on digital transformation, innovation, new technologies, e-commerce and the Internet, and SMEs on innovation and using technology efficiently in business processes. He also founded and is a trustee of Fundación Empieza por Educar.
Membership of board committees: Nomination committee, responsible banking, sustainability and culture committee, and innovation and technology committee.
Skills and competencies: With a lengthy track record as an entrepreneur and e-commerce pioneer, he brings to the board extensive experience in Spain's digital and innovation areas, aimed at the integration of technology in socio-economic development, retail distribution and the promotion of talent, for the benefit of people and institutions. His experience as founder and trustee of multiple non-profit organizations that focus on education, entrepreneurship and environmental protection enriches the board's expertise in responsible business and sustainability.

**Javier Botín-Sanz de Sautuola y O’Shea**
Non-executive director
Board member since 2004.
Nationality: Spanish. Born in Santander (Spain) in 1973.
Education: Degree in Law from the Complutense University of Madrid.
Experience: Mr Botín founded JB Capital Markets, S.V., S.A.U. in 2008 and has been its Executive Chair ever since. He was co-founder and executive director of the equities division of M&B Capital Advisers, S.V., S.A. (2000-2008). Previously, he had been a legal adviser within the International Legal department of Banco Santander (1998-1999).
Other positions of note: In addition to the financial sector, Mr Botín works with several not-for-profit organizations. He has been Chair of the Botín Foundation since 2014 and is also a trustee of the Princess of Girona Foundation.
Skills and competencies: Mr Botín brings international and managerial expertise to the board, particularly in finance and banking. He also brings a deep understanding of Grupo Santander and its strategy from his tenure as a non-executive director.

**Sol Daurella Comadrán**
Non-executive director (independent)
Board member since 2015.
Nationality: Spanish. Born in Barcelona (Spain) in 1966.
Education: Degree in Business and MBA from ESADE.
Experience: Ms Daurella sat on the board of Círculo de Economía de Barcelona and was an independent director of Banco Sabadell, S.A., Ebro Foods, S.A. and Acciona, S.A. She was also honorary consul general of Iceland in Barcelona (1992-2021).
Other positions of note: Ms Daurella is Chair of Coca-Cola Europacific Partners plc, Executive Chair of Olive Partners, S.A., and holds several roles in Grupo Cobega companies. She is also Vice Chair of the board of trustees of the FERO Oncology Research Foundation and a board member of Instituto de la Empresa Familiar.
Membership of board committees: Nomination committee, remuneration committee, and responsible banking, sustainability and culture committee (Chair).
Skills and competencies: Ms Daurella brings to the board excellent strategy and high-level management skills from her international top executive experience at listed and large privately-held entities, particularly distributors. She has vast experience of corporate governance as the former Chair of several boards and having served on various committees. As a trustee of various health, education and environmental foundations, she provides responsible business and sustainability insight to the board.

**Henrique de Castro**
Non-executive director (independent)
Board member since 2019.
Nationality: Portuguese. Born in Lisbon (Portugal) in 1965.
Education: Degree in Business Administration from the Lisbon School of Economics & Management and MBA from the University of Lausanne.
Experience: Mr de Castro was Chief Operating Officer at Yahoo. Previously, he had been the president of worldwide devices, media and platforms at Google, Head of European sales and business development at Dell, Inc., and a consultant at McKinsey & Company. He was also an independent director at First Data Corporation.
Other positions of note: Mr de Castro is an independent director of Fiserv, Inc.
Positions in other Group companies: Mr de Castro is a non-executive director of PagoNxt, S.L.
Membership of board committees: Audit committee, remuneration committee, and innovation and technology committee.
Skills and competencies: Mr de Castro brings to the board valuable international experience and a deep understanding of digital transformation and its relevance to financial sector strategy due to his executive roles in the world's top technology companies.

**Germán de la Fuente Escamilla**
Non-executive director (independent)
Board member since 2022.
Nationality: Spanish. Born in Madrid (Spain) in 1964.
Education: Degree in Economics and Business Administration with a diploma in auditing from the Complutense University of Madrid.
Experience: Mr de la Fuente has spent his professional career at Deloitte, where he has been Head of the audit business for the financial services industry (2002–2007), managing partner of Audit & Assurance (2007-2021) in Spain, and Chair and CEO of Deloitte, S.L. (2017-2022). He was also a member of the global board of directors of the firm from 2012 to 2016 and of the global audit and risk services committee until June 2021. He has been involved in auditing major Spanish financial groups and in multiple consulting and advisory projects.
Membership of board committees: Audit committee (Chair) and risk supervision, regulation and compliance committee.
Skills and competencies: Mr de la Fuente brings extensive experience in the auditing industry and sound knowledge in auditing, accounting and internal and risk control, as well as in-depth experience in the banking sector, all of which uphold his recognition as a financial expert.

**Gina Díez Barroso Azcárraga**
Non-executive director (independent)
Board member since 2020.
Nationality: Mexican. Born in Mexico City (Mexico) in 1955.
Education: Degree in Design from Centro de Diseño of Mexico City.
Experience: Ms Díez Barroso was an independent director of Banco Santander México and other Grupo Santander companies in Mexico until 2020. She founded and was non-executive Chair of Grupo Diarq, S.A. de C.V. and member of the board of directors of Dalia Women, S.A.P.I de C.V. (Dalia Empower), Americas Society and Council of the Americas, Laurel Strategies and Qualitas of Life Foundation. She was also a founder and a trustee of the Pro-Educación Centro and Diarq foundations.
Other positions of note: Ms Díez Barroso is the founder and non-executive Chair of Centro de Diseño y Comunicación, S.C. (Universidad Centro). She is also an independent director of Bolsa Mexicana de Valores (BMV) and of Grupo Axo, S.A.P.I. de C.V, a member of Comité de 200 (C200) and represents Mexico at the W20, the G20 women's initiative to promote gender diversity.
Positions in other Group companies: Ms Díez Barroso is a non-executive director of Universia México, S.A. de C.V.
Membership of board committees: Nomination committee and responsible banking, sustainability and culture committee.
Skills and competencies: Ms Díez Barroso brings to the board vast experience in the real estate and education sectors, and has extensive knowledge of, and an ever-lasting commitment to, sustainability, inclusion and responsible business, having been a founder and trustee of foundations that focus on education, gender diversity and social inclusion.

**Luis Isasi Fernández de Bobadilla**
Non-executive director (*)
Board member since 2020.
Nationality: Spanish. Born in Jerez de la Frontera (Spain) in 1956.
Education: Degree in Economics and Business Administration from the University of Sevilla and MBA from Columbia Business School.
Experience: Mr Isasi began his career at Abengoa, before holding various executive positions at J.P. Morgan in New York and First National Bank of Chicago in London. In 1987 he joined Morgan Stanley, where he was managing director of investment banking for Europe and Chair and Country Head for Spain (1997-2020) and senior advisor (2020-2023). He has also been director of Madrileña Red de Gas, S.A. and Sociedad Rectora de la Bolsa de Madrid, S.A., as well as an independent director of Grifols, S.A.
Other positions of note: Mr Isasi is the non-executive (independent) Chair of the board of directors of Logista Integral, S.A. (LOGISTA) and senior advisor to I Squared Capital Advisors (UK) LLP.
Positions in other Group companies: Mr Isasi is non-executive Chair of the board of the Santander España business unit.
Membership of board committees: Executive committee, remuneration committee, and risk supervision, regulation and compliance committee.
Skills and competencies: Mr Isasi has vast experience in a wide range of sectors and international markets (in particular, finance and investment banking) as well as a strong institutional network within Spain.

(*) In the opinion of the nomination committee and the board of directors, Mr Isasi meets the requirements to be considered independent, despite being categorized as 'other external' based on a standard of prudence. For more details, see subsection 'Other external directors' in section 4.2.

**Belén Romana García**
Non-executive director (independent)
Board member since 2015.
Nationality: Spanish. Born in Madrid (Spain) in 1965.
Education: Degree in Economics and Business Administration from Universidad Autónoma de Madrid. She is also a State Economist for Spain.
Experience: Ms Romana was formerly director general of Economic Policy, director general of the Treasury of the Spanish Ministry of Economy, and director at Banco de España and the CNMV. She was also a director at the Instituto de Crédito Oficial and other entities on behalf of the Ministry of Economy. She served as a non-executive director at Banesto and as Executive Chair of Sociedad de Gestión de Activos Procedentes de la Reestructuración Bancaria, S.A. (Sareb). She has also been a non-executive director of Aviva plc and Aviva Italia Holding S.p.A., as well as co-Chair of the board of trustees of The Digital Future Society and advisory board member at Inetum, TribalData and Rafael del Pino Foundation.
Other positions of note: Ms Romana is an independent director of Industria de Diseño Textil, S.A. (Inditex), SIX Group AG and its subsidiary Bolsas y Mercados Españoles, Sociedad Holding de Mercados y Sistemas Financieros, S.A.U. She is also the non-executive Chair of SIX Group AG's other subsidiaries, SIX Digital Exchange AG and SDX Trading AG. Furthermore, she is an independent director of Werfen, S.A.; senior advisor to Artá Capital; and academic director of the IE Leadership & Foresight Hub Programme.
Positions in other Group companies: Ms Romana is the non-executive (independent) Chair of Santander Insurance, S.L.
Membership of board committees: Executive committee, audit committee, nomination committee (Chair), risk supervision, regulation and compliance committee, and innovation and technology committee.
Skills and competencies: Ms Romana is a recognized financial expert given her background as a government economist and overall executive and non-executive experience in finance (particularly from serving on the audit committees of listed companies). Having held key positions in credit institutions and the regulatory and supervisory bodies of the financial industry and securities markets in Spain, she also provides strategic insights into banking, financial regulation and government relations in Spain and Europe.

**Pamela Walkden**
Non-executive director (independent)
Board member since 2019.
Nationality: British. Born in Worcester (England) in 1960.
Education: Master's Degree in Economics from Cambridge University.
Experience: Mrs Walkden has served in a number of senior management positions at Standard Chartered Bank, including as Group Head of Human Resources, Chief Risk Officer, Group Treasurer, Group Head of Asset and Liability Management and Regional Markets, Group Head of Internal Audit, Group Head of Corporate Affairs, and Group Manager of Investor Relations. In addition, she served as an independent member of the UK Prudential Regulation Authority Regulatory Reform Panel, as member of the European Banking Authority Stakeholder Group, and was a lay member of the Welfare and Ethics Committee of the Royal Veterinary College.
Other positions of note: Mrs Walkden is a member of the advisory board of JD Haspel Ltd.
Positions in other Group companies: Mrs Walkden is a non-executive director of Santander UK plc and Santander UK Group Holdings plc.
Membership of board committees: Audit committee, risk supervision, regulation and compliance committee (Chair), and responsible banking, sustainability and culture committee.
Skills and competencies: Mrs Walkden brings to the board extensive experience in international banking and deep expertise in auditing and risk management, which underscore her recognition as a financial expert.

**Antonio Francesco Weiss**
Non-executive director (independent)
Board member since 2024.
Nationality: American and Italian. Born in New York (US) in 1966.
Education: Degree in Comparative Literature from Yale University and MBA from Harvard University.
Experience: Mr Weiss was Counselor to the Secretary of the US Department of the Treasury (2015-2017), where he led the Department of Domestic Finance, working on matters related to financial markets, regulatory reform, job creation and economic growth, and senior advisor to the investment company JAB Holdings (2018-2025). He previously held a number of senior management positions at Lazard, including Global Head of Investment Banking, Global Head of Mergers and Acquisitions, and Vice Chair of European Investment Banking.
Other positions of note: Mr Weiss is a founder and partner of investment firm SSW Partners, LP. He is a research fellow of the Mossavar-Rahmani Center for Business and Government at the Harvard Kennedy School of Government, a member of the Council on Foreign Relations, and a trustee of several non-profit, economic policy organizations, including the Volcker Alliance, the Citizens Budget Commission and the Bretton Woods Committee. He is non-executive director of Société Familiale d'Investissements, S.A. and associate of AFWCo LP. He is a director and former publisher of The Paris Review.
Membership of board committees: Remuneration committee.
Skills and competencies: Mr Weiss has a lengthy track record in financial services, public policy and non-profit organizations. He also has vast international experience in executive positions in the US, Europe and other regions. Having held senior positions in both the public and private sectors, he contributes an overarching vision of the US market and financial sector to the board, most notably in matters of economic policy.

**Jaime Pérez Renovales**
General Counsel and secretary of the board
Joined the Group in 2003.
Nationality: Spanish. Born in Valladolid (Spain) in 1968.
Education: Degree in Law and Business Administration from Universidad Pontificia Comillas (ICADE E-3) and State Attorney for Spain.
Experience: Mr Pérez Renovales was director of the office of the second deputy Prime Minister for Economic Affairs and Minister of Economy, deputy secretary to the Spanish Prime Minister, Chair of the Spanish State Official Gazette and of the committee for Government Reform. Previously, he had been Vice General Counsel, vice secretary of the board and Head of Grupo Santander’s legal department, General Counsel and secretary of the board at Banesto, and deputy director of legal services at the CNMV. He is the Banco Santander representative on the board of trustees of the Princess of Asturias Foundation and is a member of the jury for its award for Social Sciences. He is Chair of the board of trustees of the Fundación Universitaria Comillas I.C.A.I., and professor of Constitutional Law in the Faculty of Law at Universidad Pontificia Comillas (ICADE).
Mr Pérez Renovales is the secretary of every board committee.

## 4.2 Board composition

**Size**
As at 31 December 2025, the board of directors comprised 15 members, whose profile and background are described in section 4.1 'Our directors'. The Bylaws dictate that the board must be composed of no less than 12 and no more than 17 members.

**Composition by type of director**
The board of directors has a balanced composition between executive and non-executive directors, most of whom are independent. Each director’s status has been verified by the nomination committee.

```mermaid
pie title Our board composition
    "Independent directors" : 66.67
    "Executive directors" : 13.33
    "Other external directors" : 20.00
```

**Executive directors**
- Ana Botín, Group Executive Chair
- Héctor Grisi, Chief Executive Officer

Section 4.3 provides a detailed description of their respective roles and duties under 'Group Executive Chair and Chief Executive Officer'.

**Independent directors**
- Glenn Hutchins (Lead Independent Director)
- Homaira Akbari
- Carlos Barrabés
- Sol Daurella
- Henrique de Castro
- Germán de la Fuente
- Gina Díez Barroso
- Belén Romana
- Pamela Walkden
- Antonio Weiss

Every year, the nomination committee verifies the independence of the board members. It considers potentially significant business relations that could affect their independence and other pertinent circumstances. For more details on this analysis, see section 4.6 'Nomination committee activities in 2025' and subsection C.1.3 of section 9.2 'Statistical information on corporate governance required by the CNMV'.

Independent non-executive directors account for 66.67% of board members. This conforms to best corporate governance practices as well as to the Rules and regulations of the board, which require that the board be predominantly made up of non-executive directors with at least 50% independent directors.

**Other external directors**
- José Antonio Álvarez
- Javier Botín
- Luis Isasi

These directors are not classified as independent directors for the following reasons:
- Mr Álvarez, because he was the CEO of Banco Santander until 31 December 2022.
- Mr Botín, because he has been a director for over 12 years.
- Mr Isasi, because it is considered preferable to classify him as an external director under prudent criteria, in view of his remuneration as non-executive chair of Santander España in addition to his remuneration as a director and the special nature of this body as supervisor of a business unit without its own corporate identity separate to Banco Santander, despite the nomination committee and the board believing that he meets the requirements to be classed as an independent director.

**Board tenure**

```mermaid
pie title Board tenure
    "0 to 3 years" : 33.33
    "4 to 11 years" : 53.33
    "12 years or more" : 13.33
```

At the end of 2025, the average term of directors was 9.03 years and the average term of independent directors was 5.76 years. For more details, see 'Board skills and diversity matrix' and 'Tenure and equity ownership' in this section 4.2.

### Tenure and equity ownership$^A$

| Board of directors | | Tenure | | Banco Santander shareholding$^D$ | | | | | |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| | | Date of first appointment$^B$ | Date of last appointment | End date$^C$ | Direct | Indirect | Shares represented | Total | % of share capital |
| Executive Chair | Ana Botín | 04/02/1989 | 04/04/2025 | 04/04/2028 | 2,339,639 | 31,506,972 | — | 33,846,611 | 0.230% |
| Chief Executive Officer | Héctor Grisi | 20/12/2022 | 04/04/2025 | 04/04/2028 | 2,546,358 | — | — | 2,546,358 | 0.017% |
| Vice Chair and Lead Independent Director | Glenn Hutchins | 20/12/2022 | 04/04/2025 | 04/04/2028 | 870,165 | — | — | 870,165 | 0.006% |
| Vice Chair | José Antonio Álvarez | 25/11/2014 | 22/03/2024 | 22/03/2027 | 2,718,974 | — | — | 2,718,974 | 0.019% |
| | Homaira Akbari | 27/09/2016 | 31/03/2023 | 31/03/2026 | 67,826 | 100,913 | — | 168,739 | 0.001% |
| | Carlos Barrabés | 22/03/2024 | 22/03/2024 | 22/03/2027 | 100 | — | — | 100 | 0.000% |
| | Javier Botín | 25/07/2004 | 22/03/2024 | 22/03/2027 | 5,519,047 | 25,603,839 | 157,801,673$^E$ | 188,924,559 | 1.286% |
| | Sol Daurella | 25/11/2014 | 31/03/2023 | 31/03/2026 | 149,483 | 476,837 | — | 626,320 | 0.004% |
| | Henrique de Castro | 12/04/2019 | 22/03/2024 | 22/03/2027 | 2,982 | — | — | 2,982 | 0.000% |
| Members | Germán de la Fuente | 01/04/2022 | 22/03/2024 | 22/03/2027 | 10,000 | — | — | 10,000 | 0.000% |
| | Gina Díez Barroso | 22/12/2020 | 31/03/2023 | 31/03/2026 | 27,000 | — | — | 27,000 | 0.000% |
| | Luis Isasi | 03/04/2020 | 04/04/2025 | 04/04/2028 | 60,000 | — | — | 60,000 | 0.000% |
| | Belén Romana | 22/12/2015 | 22/03/2024 | 22/03/2027 | 13,591 | — | — | 13,591 | 0.000% |
| | Pamela Walkden | 29/10/2019 | 04/04/2025 | 04/04/2028 | 82,608 | — | — | 82,608 | 0.001% |
| | Antonio Weiss | 22/03/2024 | 22/03/2024 | 22/03/2027 | — | — | — | — | 0.000% |
| | **Total** | | | | **14,407,773** | **57,688,561** | **157,801,673** | **196,051,396** | **1.335%** |
| General Counsel and secretary of the board | Jaime Pérez Renovales | | | | | | | | |

$^A$ Figures as at 31 December 2025.
$^B$ The date of first appointment referred to herein may not match with the date of acceptance of the position.
$^C$ The date provided does not take into account the additional period that may apply under article 222 of Spain's Companies Act, nor the annual renewal of one-third of the board established in article 55.1 of the Bylaws. For more details, see 'Election, appointment, re-election and succession of directors' in section 4.2.
$^D$ Banco Santander’s shareholding policy aims to align our executive directors and shareholders’ long-term interests. It includes the obligation for each executive director to maintain a significant investment in Banco Santander's shares, equivalent to twice their net annual salary. Executive directors have five years from the time they were appointed to reach the required level of investment. Any shares they receive as remuneration are subject to a mandatory three-year holding period from their date of delivery, unless they already hold the mentioned investment equivalent, in addition to the regulatory obligation not to sell them for one year from delivery, which applies in all cases.
$^E$ Includes shares owned by Fundación Botín, chaired by Javier Botín, and syndicated shares, including shares corresponding to Ana Botín that are also included within her direct or indirect shareholdings above, but excluding those corresponding to Javier Botín. For more details, see section 2.4 'Shareholders’ agreements'. We adapted this information to the CNMV’s format in subsection A.3 of section 9.2 'Statistical information on corporate governance required by the CNMV'.

As at 31 December 2025, Ana Botín, Héctor Grisi and José Antonio Álvarez had 1,071,830, 275,384 and 723,421 Banco Santander share options, respectively. Each option has one share as an underlying asset. These options come from the Group's remuneration plans.

For more details, see section 9.2 'Statistical information on corporate governance required by the CNMV'.

**Diversity and skills**
A diverse board of directors is essential to its effectiveness. Mixed skills, experiences and points of view create an environment that promotes independent opinion and constructive debate and ensures proper decision-making. Thus, we seek to achieve a sound balance of technical expertise, experience and broad diversity in the composition of the board.

Our policy on the selection, suitability assessment and succession of directors helps make our board more diverse in terms of gender, age, geographical provenance, experience and knowledge.

- **Gender**. The nomination committee and the board of directors understand the importance of fostering equal opportunity between men and women as well as the need for women board members who meet the suitability requirements. In this regard, 40% of our board members are women, in compliance with the gender equality target set by the nomination committee in 2019 and included in the referred policy for women and men to account for between 40% and 60% of the total members of the board.

Thus, our board has also met the target (ahead of schedule) set out in Ley Orgánica 2/2024, de 1 de agosto, de representación paritaria y presencia equilibrada de mujeres y hombres (Spain's law on equal representation and balanced presence of women and men), which will require the boards of the 35 companies with the highest market capitalization in Spain to have the least-represented gender account for 40% or more of its members from 30 June 2026.

- **Age**. Our policy also considers that selection must promote age diversity. There are no age limits for becoming a director nor for the roles of chair and chief executive officer.

- **Geographical provenance/international background**. Selection considers cultural diversity, geographical provenance, and international education and experience, especially in the Group's core markets.

- **Academic background and career**. Selection considers candidates' academic training and career history, especially regarding aspects related to our activities or otherwise deemed material to the Group, to ensure they are qualified to understand our Group’s businesses, structure and markets, and that they fit within the Santander culture.

Moreover, our policy stipulates that board member selection must avoid any implicit bias that could lead to forms of discrimination based on disability, race, ethnic origin or other factors.

The policy follows the European Banking Authority (EBA) and European Securities and Markets Authority (ESMA) joint guidelines on the suitability assessment of board members and key functions holders, as well as the ECB's Guide to fit and proper assessments.

**Board skills and diversity matrix**
The nomination committee keeps a 'Board skills and diversity matrix' up to date, which reflects the balance of the knowledge, skills, qualifications, diversity and experience required to pursue our long-term strategy in an ever-changing market.

It considers the recommendations of the aforementioned EBA and ESMA joint Guidelines and the ECB's Guide to fit and proper assessments.

The matrix follows this structure:
- We distinguish between thematic (technical) and horizontal skills.
- We include a specific section on diversity that provides information on directors´ gender, geographical provenance/international background, and age.
- We show each member's tenure.

The matrix discloses each board member's particular expertise and skills, some of which are further detailed in section 4.1 'Our directors', and is a sign of our commitment to transparency.

We continuously review the suitability of skills and diversity to ensure a diverse board that can meet the Group's strategic needs. The matrix enables us to pinpoint areas we may need to strengthen in the succession and election of new board members.

Last, the 'Committees skills and diversity matrix', which we also update regularly, shows the diverse composition of each committee and members' knowledge and expertise relevant to their committee's remit.

### Board skills and diversity matrix

| | Ana Botín | Héctor Grisi | Glenn Hutchins | José Antonio Álvarez | Homaira Akbari | Carlos Barrabés | Javier Botín | Sol Daurella | Henrique de Castro | Germán de la Fuente | Gina Díez Barroso | Luis Isasi | Belén Romana | Pamela Walkden | Antonio Weiss |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| **SKILLS AND EXPERIENCE** | | | | | | | | | | | | | | | |
| **THEMATIC SKILLS** | | | | | | | | | | | | | | | |
| Banking (100%) | • | • | • | • | • | • | • | • | • | • | • | • | • | • | • |
| Other financial services (80%) | • | • | • | • | • | • | | • | • | | • | • | • | • | • |
| Accounting, auditing and financial literacy (100%) | • | • | • | • | • | • | • | • | • | • | • | • | • | • | • |
| Retail (80%) | • | • | • | • | • | • | | | | • | • | • | • | • | |
| Digital & information technology (53.3%) | • | • | • | • | • | • | | | • | | • | | • | | |
| Risk management (86.7%) | • | • | • | • | • | • | • | • | | • | | • | • | • | • |
| Business strategy (100%) | • | • | • | • | • | • | • | • | • | • | • | • | • | • | • |
| Responsible business & sustainability (80%) | • | • | • | • | • | • | | • | | • | • | • | • | • | • |
| Human resources, culture, talent & remuneration (93.3%) | • | • | • | • | • | • | • | • | • | • | • | • | • | • | • |
| Legal and regulatory (13.3%) | | | • | | | | | | | | | | • | | |
| Governance and control (80%) | • | • | • | • | • | • | • | • | • | | • | • | • | • | • |
| **International experience** | | | | | | | | | | | | | | | |
| Continental Europe (93.3%) | • | • | • | • | • | • | • | • | • | • | • | • | • | • | • |
| US/UK (86.7%) | • | • | • | • | • | • | | • | • | • | • | • | • | • | • |
| Latam (60%) | • | • | | • | • | • | | • | • | • | • | • | | | |
| Others (26.7%) | | | | | • | • | | | • | | • | | | | |
| **HORIZONTAL SKILLS** | | | | | | | | | | | | | | | |
| Top management (100%) | • | • | • | • | • | • | • | • | • | • | • | • | • | • | • |
| Government, regulatory and public policy (20%) | | | • | | | | | | | | | | • | | • |
| Academia and education (40%) | • | | | | | • | • | • | | | • | | | | |
| Significant directorship tenure (93.3%) | • | • | • | • | • | • | • | • | • | • | • | • | • | • | • |
| **DIVERSITY** | | | | | | | | | | | | | | | |
| Gender: Female (40%) | • | | | | • | | | • | | | • | | • | • | |
| Gender: Male (60%) | | • | • | • | | • | • | | • | • | | • | | | • |
| Geographical provenance/international background: Continental Europe (93.3%) | • | • | • | • | • | • | • | • | • | • | • | • | • | • | • |
| Geographical provenance/international background: US/UK (93.3%) | • | • | • | • | • | • | • | • | • | • | • | • | • | • | • |
| Geographical provenance/international background: Latam (60%) | • | • | | • | • | • | | • | • | • | • | • | | | |
| Geographical provenance/international background: Others (33.3%) | | | | | • | • | | | • | | • | | | • | |
| Age: Under 55 (6.7%) | | | | | | • | | | | | | | | | |
| Age: 55 to 65 (73.3%) | • | • | • | • | • | • | • | • | • | • | • | | • | • | • |
| Age: Over 65 (20%) | | | • | | | | | | | | • | • | | | |
| **BOARD TENURE** | | | | | | | | | | | | | | | |
| 0 to 3 years (33.3%) | | | • | | | • | | | • | • | | | | | • |
| 4 to 11 years (53.3%) | | • | | • | • | | • | • | | | • | • | • | • | |
| 12 years or more (13.3%) | • | | | | | | • | | | | | | | | |

### Committees skills and diversity matrix

| | Executive committee | Audit committee | Nomination committee | Remuneration committee | Risk supervision, regulation and compliance committee | Responsible banking, sustainability and culture committee | Innovation and technology committee |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| **SKILLS AND EXPERIENCE** | | | | | | | |
| **THEMATIC SKILLS** | | | | | | | |
| Banking | 100% | 100% | 100% | 100% | 100% | 100% | 100% |
| Other financial services | 100% | 80% | 60% | 80% | 80% | 40% | 87.5% |
| Accounting, auditing and financial literacy | 100% | 100% | 100% | 100% | 100% | 100% | 100% |
| Retail | 100% | 80% | 80% | 60% | 80% | 100% | 87.5% |
| Digital and information technology | 80% | 60% | 60% | 40% | 40% | 40% | 100% |
| Risk management | 100% | 80% | 80% | 80% | 100% | 80% | 87.5% |
| Business strategy | 100% | 100% | 100% | 100% | 100% | 100% | 100% |
| Responsible business and sustainability | 100% | 40% | 100% | 80% | 60% | 80% | 87.5% |
| Human resources, culture, talent and remuneration | 100% | 100% | 100% | 100% | 100% | 100% | 100% |
| Legal and regulatory | 20% | 20% | 40% | 20% | 20% | – | 25% |
| Governance and control | 100% | 80% | 80% | 60% | 100% | 80% | 87.5% |
| International experience: Continental Europe | 100% | 100% | 80% | 80% | 100% | 100% | 87.5% |
| International experience: US/UK | 100% | 100% | 60% | 100% | 100% | 60% | 87.5% |
| International experience: Latam | 80% | 60% | 20% | 40% | 60% | 40% | 62.5% |
| International experience: Others | – | 60% | 20% | 40% | 40% | 40% | 12.5% |
| **HORIZONTAL SKILLS** | | | | | | | |
| Top management | 100% | 100% | 100% | 100% | 100% | 100% | 100% |
| Government, regulatory and public policy | 20% | 20% | 40% | 40% | 20% | – | 25% |
| Academia and education | 20% | 20% | 60% | 40% | – | 80% | 37.5% |
| Significant directorship tenure | 100% | 100% | 100% | 80% | 100% | 100% | 100% |
| **DIVERSITY** | | | | | | | |
| Gender: Female | 40% | 60% | 60% | 20% | 40% | 80% | 37.5% |
| Gender: Male | 60% | 40% | 40% | 80% | 60% | 20% | 62.5% |
| Geographical provenance/international background: Continental Europe | 100% | 100% | 80% | 80% | 100% | 100% | 87.5% |
| Geographical provenance/international background: US/UK | 100% | 100% | 60% | 100% | 100% | 80% | 87.5% |
| Geographical provenance/international background: Latam | 80% | 60% | 20% | 40% | 60% | 40% | 62.5% |
| Geographical provenance/international background: Others | – | 80% | 20% | 40% | 40% | 60% | 25% |
| Age: Under 55 | – | – | – | – | – | – | – |
| Age: 55 to 65 | 80% | 100% | 60% | 60% | 80% | 80% | 87.5% |
| Age: Over 65 | 20% | – | 40% | 40% | 20% | 20% | 12.5% |
| **BOARD TENURE** | | | | | | | |
| 0 to 3 years | 20% | 20% | 40% | 40% | 20% | 20% | 37.5% |
| 4 to 11 years | 60% | 80% | 60% | 60% | 80% | 80% | 50% |
| 12 years or more | 20% | – | – | – | – | – | 12.5% |

## Election, appointment, re-election and succession of directors

**Election**
Our internal policy for the selection, suitability assessment and succession of directors dictates standards for the board’s composition, the process of identifying and selecting candidates, and the suitability assessment of new directors.

Directors must meet specific requirements dictated by laws for credit institutions and our Bylaws and must also fulfil the duties of their position prescribed therein and in the Rules and regulations of the board.

Our directors must be of renowned business and professional integrity, and have the knowledge and experience needed to perform their role and exercise good governance. Director candidates will also be selected on the basis of their professional contribution to the entire board.

The board of directors will endeavour to have significantly more external or non-executive directors than executive directors, and for the number of independent directors to make up at least half of all members.

**Appointment and re-election**
Shareholders appoint and re-elect directors at the general meeting. Furthermore, if directors step down during their term of office, the board of directors may provisionally designate another director by co-option until the shareholders at the general meeting confirm the appointment at the next meeting.

Each appointment, re-election and ratification of directors is submitted to a separate vote at the general meeting.

Proposals for the appointment, re-election and ratification of directors (regardless of their category) that the board of directors submits to the general meeting, as well as appointments in the form of co-option, should be preceded by a reasoned proposal by the nomination committee.

Proposals to be submitted to the general meeting must include a duly substantiated report by the board that contains an assessment of the candidate's qualifications, experience and merits. Re-election and ratification proposals will also provide an assessment of the work and dedication to the position during the last period in which the proposed director held office. If the board disregards the nomination committee's opinion, it must explain its decision and record its reasons in the meeting minutes.

**Term and cessation**
Our directors are appointed for three-year terms. However, one-third of board members are renewed each year in order of their tenure, according to the date and order of the respective appointment.

Our directors shall cease to hold office when the term for which they were appointed ends, unless they are re-elected, when the general meeting so resolves, or when they resign. When a director ceases to hold office prior to the end of their term (by general meeting resolution or by resignation), they shall explain the reasons for resignation or, for non-executive directors, their opinion on the reasons for their cessation in office by the general meeting, in a letter to the other board members, unless they report them at a board meeting and this is recorded in the minutes. Where relevant to our shareholders, the resignation shall be disclosed publicly, including sufficient information on the reasons or circumstances that the director provides.

Directors must tender their resignation to the board and formally step down from their position if the board, on the nomination committee's recommendation, deems it appropriate in cases that may adversely affect the board's functioning or Banco Santander’s credit or reputation. In particular, they must resign if they become ineligible or prohibited by law, without prejudice to the honourability requirements for directors and the consequences deriving from subsequent failure to meet those requirements set out in Spain's Royal Decree 84/2015 that implements Spain's Act 10/2014.

Directors must notify the board as soon as possible of any circumstances that affect them, whether related to their performance in Banco Santander or not, that might damage Banco Santander's credit or reputation, especially if under criminal investigation, and of the developments of any such criminal proceedings. When the board is informed or becomes otherwise aware of any of such situations, it will examine them as soon as possible and decide, based on the particulars and on a report from the nomination committee, any measures to adopt, such as opening an internal investigation, calling on directors to resign, or proposing their dismissal.

Proprietary directors must also tender their resignation when the shareholder they represent sells off or significantly reduces its equity holding.

**Succession planning**
Succession planning is a key element of our good governance as it ensures orderly role transitions as well as board continuity and stability and its appropriate renewal, composition and independence. Our succession planning follows a well-defined methodology and clear allocation of responsibilities. The aim is to identify candidates with the necessary talent for each function.

Banco Santander bases its director succession framework on diversity standards and the policy for the selection, suitability assessment and succession of directors, as well as the regular review of the composition of the board and its committees, and the identification of potential board member candidates.

The policy has specific core performance indicators that assess the effectiveness of succession planning (vacancies filled by identified candidates); the number of internal and external candidates immediately available to succeed executive directors; training and development plans for potential candidates to succeed executive directors in one to three years; gender diversity and diversity by geographical provenance or international background; updated board member tenure; the strength of the list of successors to executive directors, committee chairs and the Lead Independent Director, and the percentage of candidates to succeed directors who are immediately available (or candidates for a one-to-three year period).

The nomination committee and the board prioritize succession planning, with sound and appropriate plans in place that they revisit frequently to make sure they meet regulatory requirements and align with industry best practice.

## 4.3 Board functioning and effectiveness

**Board regulation**
The board and its committees are governed by the rules set out in the Bylaws and the Rules and regulations of the board, both of which are available on our corporate website.
- **Bylaws**. These dictate the basic rules that apply to the composition and operation of the board and its members' duties, and are supplemented and implemented by the Rules and regulations of the board. They can only be amended by shareholders at the general meeting. For more details, see 'Rules for amending our Bylaws' in section 3.2.
- **Rules and regulations of the board**. These set the rules for running and internally organizing the board of directors and its committees through the development of applicable laws and Bylaws provisions and good governance recommendations. They set out the principles governing its actions and the duties of its members.

The Rules and regulations of the board adhere to all legal provisions as well as to the principles and recommendations set out in the CNMV Good Governance Code for Listed Companies (Spain's Corporate Governance Code), the Corporate Governance Principles for Banks of the Basel Committee on Banking Supervision, and the EBA's in Guidelines on internal governance.

Our rules on the audit committee also adhere to the good operating practices set out in the CNMV's Technical Guide 1/2024 on Audit Committees of Public Interest Entities, as well as with the applicable regulations because our shares are listed as ADS on the NYSE and, in particular, with Rule 10A-3 under the Securities Exchange Act on standards relating to audit committees.

**Board functions**
Banco Santander's board of directors is our highest decision-making body, except in matters reserved to shareholders at the general meeting. It performs its duties with unity of purpose and independent judgement.

The board’s policy is to designate executive bodies and managers to run day-to-day operations and implement the strategy. It focuses on general supervision, for which it has certain functions it cannot delegate by law, the Bylaws or the Rules and regulations of the board, including:
- strategic plans and management objectives;
- general policies, including, among others: capital and liquidity; tax; new products, operations and services; corporate culture and values, which include sustainability; crisis management and resolution planning; risk (including tax risk) control and management; remuneration and compliance;
- financial and non-financial reporting and, more generally, information reported to shareholders, investors and the general public, as well as the processes and controls that ensure full disclosure;
- policies on reporting and communication with shareholders, markets and public opinion, and supervision of the disclosure of information;
- risk culture and management;
- internal audit plan;
- the selection, succession and remuneration of directors, senior management and other key positions;
- effectiveness of Grupo Santander’s corporate and internal governance system, including the GSGM, corporate frameworks and most relevant internal regulations;
- significant corporate transactions and investments;
- calling the general shareholders’ meeting; and
- related-party transactions.

The following chart shows the board’s approximate time allocation to each function in 2025.

### Approximate allocation of time to the board’s activities in 2025

```mermaid
pie title Approximate allocation of time to the board’s activities in 2025
    "Strategy" : 36
    "Business performance" : 22
    "Risk management" : 17
    "Governance, regulation and general policies" : 9
    "Capital & liquidity" : 8
    "Internal and external audit and review of the financial and non-financial information" : 8
```

**Board structure and organization**
The board’s corporate governance structure ensures that it discharges its duties effectively.

**Group Executive Chair and Chief Executive Officer**
The Executive Chair is Ana Botín and the Chief Executive Officer is Héctor Grisi. They are the most senior executives in the Group’s strategic and ordinary management, which the board is responsible for overseeing, ensuring that their roles are clearly separated and complementary. Both report exclusively to the board.

The roles of our Executive Chair and Chief Executive Officer can be summarized as follows:

### Roles of the Executive Chair and the Chief Executive Officer

| Executive Chair | Chief Executive Officer |
| :--- | :--- |
| • The Chair is the highest-ranking executive in Grupo Santander and its main representative with regulators, authorities and other major stakeholders. | • The Chief Executive Officer is entrusted with the day-to-day management of the business with the highest executive functions and reports exclusively to the board. |
| • The Chair is responsible for the long-term strategy of the Group, including new tech and digital growth engines, namely PagoNxt and Digital Consumer Bank. | • Accordingly, the Chief Executive Officer’s direct reports are the senior managers in charge of the business units: the local Chief Executive Officer (CEO)/Country Heads and those in charge of the global businesses (Wealth Management & Insurance, Corporate & Investment Banking, Payments and Retail & Commercial Banking, including transformation$^A$), encompassing the relevant support and control functions. Whilst the Chair is accountable for Digital Consumer Bank, given that it is a global business, the Group CEO remains fully accountable for the Countries through which Digital Consumer Bank operates. |
| • The Chair is also responsible for other corporate functions and units that help drive the execution and good governance of the Group's long-term strategy and transformation, comprising T&O, data & AI, people, culture & organization, financial accounting & control, strategy and corporate development, general secretariat, and communications & corporate marketing. | • As responsible for day-to-day management, the Chief Financial Officer (CFO) also reports to the Chief Executive Officer. |
| • The Chair also leads the appointment and succession planning of Grupo Santander senior management, to be submitted to the nomination committee and board for approval. | • Additionally, the Chief Executive Officer is responsible for regulatory & supervisory relations and for embedding the Group's sustainability policy in the day-to-day management of Group businesses and the support and control functions. |

$^A$ Whilst Retail & Commercial Banking reports directly to the Chief Executive Officer (with no functional line to the Executive Chair), ultimate accountability for transformation remains with the Executive Chair.

The duties of the Executive Chair, the Chief Executive Officer, the board, and its committees are clearly separated. Various checks and balances give Grupo Santander’s corporate governance structure the appropriate equilibrium. In particular:
- The board and its committees supervise both the Executive Chair and the Chief Executive Officer, both of whom report directly to the board.
- The board has delegated all its powers to the Executive Chair and the Chief Executive Officer, except for those that cannot be delegated by law or under the Bylaws or the Rules and regulations of the board. The board directly exercises those powers to perform its general supervisory function.
- The Lead Independent Director leads the Group Executive Chair’s succession and assessment in coordination with the nomination committee.
- The audit committee is chaired by an independent director who is considered a ‘financial expert’ as defined in Regulation S-K of the Securities and Exchange Commission (SEC).
- The audit, nomination, and responsible banking, sustainability and culture committees are chaired by, and fully composed of, independent directors. The remuneration, risk supervision, regulation and compliance, and innovation and technology committees are chaired by, and have a majority of, independent directors.
- The Executive Chair may not simultaneously act as Banco Santander’s Chief Executive Officer.
- The corporate risk, compliance and internal audit functions report as independent units to a committee or a member of the board of directors and have direct, unfettered access to the board.

**Lead Independent Director**
Our Lead Independent Director is Glenn Hutchins. The Lead Independent Director is key to our corporate governance arrangements. He is responsible for the effective coordination of the non-executive directors and makes sure they serve as an appropriate counter-balance to the executive directors.

The following chart shows the Lead Independent Director's functions and activities in 2025. He provides a detailed report to the nomination committee and board of directors on his activities every year.

### Duties of the Lead Independent Director and activities during 2025

| Duties | Activities in 2025 |
| :--- | :--- |
| Facilitate discussion and open dialogue among independent directors, holding private meetings of non-executive directors without the executive directors present and proactively engaging with them to consider their views and opinions. | Held five meetings with the non-executive directors where they were able to voice their views and opinions. These meetings provided a valuable opportunity to reflect on the scheduling of board and committee meetings throughout the year, to discuss board training topics, strategy execution, executive director and top management performance and objectives (including the Executive Chair and CEO performance assessments, given their reporting line to the board), and reflections on areas for continuous improvement.<br>The non-executive directors held a meeting with the Chief Executive Officer without the Executive Chair present (and vice versa). |
| Direct the regular assessment of the Chair of the board of directors and coordinate her succession plans. | Led the Executive Chair's annual performance review in order to determine her variable pay. Furthermore, he coordinated her succession planning, facilitated through his membership of the nomination committee. |
| Engage with shareholders and other investors to learn of their concerns, especially with regard to Banco Santander's corporate governance. | For more details on this Lead Independent Director's activity, see section 3.1 'Shareholder communication and engagement'. |
| Replace the Chair in her absence, with such key rights as the ability to call board meetings under the terms of the Rules and regulations of the board. | While the Executive Chair was able to chair all board meetings, the Lead Independent Director assumed the chairship of the board in specific instances where the Executive Chair refrained from participating in the discussions given the nature of the topic being discussed or her potential conflict of interest. |
| Request a board meeting or that new items be added to the agenda. | While the Lead Independent Director did not need to request additional board meetings to be called, he remained fully engaged in, and informed of, board meeting agendas to add additional items as required. |

**Secretary of the board**
Jaime Pérez Renovales is the secretary of the board. He assists the Chair and ensures the formal and substantial legality of all the board’s actions. He also makes sure that good governance recommendations and procedures are observed and remain under continuous review.

The secretary of the board is also the General Counsel of Banco Santander. He acts as the secretary of all board committees and facilitates a fluid and effective relationship between the committees and the Group's units that must collaborate with them.

The appointment of the secretary of the board is a matter for the board to approve, taking into account the prior opinion of the nomination committee. The secretary does not need to be a director.

The board has two vice secretaries, F. Javier Illescas Fernández-Bermejo (Group Head of Legal) and Adolfo Díaz-Ambrona Moreno (General Counsel of Santander España). They assist the secretary with his duties on the board and its committees, and replace him in the event of absence, inability to act, or illness.

**Board committees**
Board committees support the board in three main areas:
- Managing the Group by exercising decision-making powers through the executive committee.
- Supervising and making important decisions through the audit committee, nomination committee, remuneration committee and risk supervision, regulation and compliance committee.
- Formulating strategy for core areas through the responsible banking, sustainability and culture committee, and the innovation and technology committee.

The board has seven committees under this structure:

```mermaid
graph TD
    subgraph Mand_Committees [Mandatory committees^A]
    EC[Executive committee]
    AC[Audit committee]
    NC[Nomination committee]
    RC[Remuneration committee]
    RSRCC[Risk supervision, regulation and compliance committee]
    end
    subgraph Vol_Committees [Voluntary committees]
    RBSCC[Responsible banking, sustainability and culture committee]
    ITC[Innovation and technology committee]
    end
    DecisionPowers[Decision-making powers]
    SupInfAdvRec[Supervision, information, advice and recommendations regarding functions in risk, financial reporting and audit, nomination and remuneration matters]
    SupPropStrat[Support and proposal in strategic areas]

    EC --> DecisionPowers
    AC --- SupInfAdvRec
    NC --- SupInfAdvRec
    RC --- SupInfAdvRec
    RSRCC --- SupInfAdvRec
    RBSCC --> SupPropStrat
    ITC --> SupPropStrat
```

A. Required by law.

**Board operation**
The board of directors held 13 meetings (11 ordinary and two extraordinary) in 2025. The Rules and regulations of the board dictate that it must hold at least nine annual ordinary meetings and one quarterly meeting.

Board meetings follow a calendar approved annually and a provisional agenda of items to discuss among the matters that fall under its remit, though new items can be added and additional meetings can be called. Directors may also propose items to be added to the agenda and are duly informed of changes to the calendar and meeting agendas.

To help directors prepare effectively for each meeting, they are given relevant documents sufficiently in advance and in a secure electronic format. In the board’s opinion, these documents are appropriately detailed and received in good time, which enables members to make appropriate decisions.

The Rules and regulations of the board of directors also expressly acknowledge directors’ rights to request and obtain information on anything related to Banco Santander and its domestic and foreign subsidiaries. They also acknowledge their right to inspect the books, files, documents and any other records of corporate transactions, in addition to premises and facilities. Furthermore, directors can request and obtain any information and advice (legal, accounting, financial, or other) they deem necessary through the secretary in order to perform their duties.

Additionally, the board meets at the Chair’s discretion or at the request of at least three directors. The Lead Independent Director is also authorized to request a board meeting or for new items to be added to the agenda for a meeting that has already been called.

Directors must attend meetings in person, either physically or virtually, and endeavour to limit their absence to situations of absolute necessity. The nomination committee checks that directors attend at least 75% of board and committee meetings and that any absence has a valid excuse without raising doubt about the director's commitment to good governance. For more details, see 'Attendance at board and committee meetings and dedication to the performance of duties' in this section 4.3.

If directors are unable to attend a meeting, they can designate (in writing and on a special basis for each session) another director to act on their behalf. Proxies are granted with instructions. Non-executive directors may only be represented by other non-executive directors. A director can hold more than one proxy.

The board may meet in various rooms at the same time, provided that members can interact in real time to ensure interactivity and intercommunication via audio-visual means or telephone.

Board meetings are validly quorate when more than half of its members attend in person or by proxy.

Resolutions are adopted by absolute majority of the directors in attendance. The chair has the casting vote in the event of a tie. The Bylaws and the Rules and regulations of the board only require the qualified majorities according to law.

The secretary of the board keeps the board’s documents on file and records the content of meetings in meeting minutes. Meeting minutes of the board and committees include statements members expressly request to be put on record. Moreover, the secretary oversees the monitoring of the actions that the board and its committees must perform, which the parties responsible for are duly informed of.

**Committee operation**
Committees follow a calendar and an annual work plan established every year. Each committee meets as often as required to fulfil its duties, with a minimum of four meetings per year, except for the innovation and technology committee, which holds at least three meetings.

A committee meeting is quorate if more than half the committee's members attend in person or through an appointed proxy. A committee resolution passes with a simple majority of votes. In the event of a tie, the committee chair has the casting vote. Committee members may appoint a proxy to vote for them and, as in board meetings, non-executive directors can only appoint a non-executive director proxy.

Committee members are given relevant meeting materials sufficiently in advance to facilitate suitable meeting preparation and, therefore, promote overall committee effectiveness.

Though they cannot vote, any director can attend and participate in meetings of committees on which they do not serve if invited by the chair of the board and the chair of the respective committee, upon request to the chair of the board. Furthermore, all board members who are not executive committee members may attend executive committee meetings at least twice a year, for which they are to be called by the chair.

Committees have the authority to summon executives, who will appear at meetings at the invitation of, and under the terms dictated by, the respective chair. Their attendance will be recorded in the meeting minutes. Committees may also submit a request to the General Counsel to hire legal, accounting or financial advisers or other experts to assist with their duties at Banco Santander’s expense.

The role of committee secretary is non-voting and falls on the General Counsel and secretary of the board. This fosters a fluid and efficient relationship between the board, its committees and senior management. The board encourages communication and engagement between the committees to boost efficiency and ensure effective coordination in the performance of their respective support duties through, among others, the following mechanisms:

- **Joint meetings**: The committees (mainly the audit committee with risk supervision, regulation and compliance committee and the latter with the remuneration committee) hold joint meetings on topics of mutual interest.
- **Information to the board**: At each board meeting, the committee chairs present on the matters that they have discussed in previous sessions of those committees. They also provide the board members with copies of their committee meeting minutes and all other documents handed out.
- **Common members between committees**: We strive to have board members sit on several committees.
- **Cross-sectoral review of agendas**: A regular review of the work plans of the various committees is carried out to ensure that meeting agendas are complete and coherent.
- **Informal events**: These help leverage informal time between board members, acknowledging the value that this brings to board culture.

### Attendance at board and committee meetings and dedication to the performance of duties
Details of directors' attendance at board and committee meetings in 2025 are set out in the table below.

### Attendance rate at board and committee meetings in 2025

| | | | | | | | | |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| | | | | | **Committees** | | | |
| **Directors** | **Board** | **Executive** | **Audit** | **Nomination** | **Remuneration** | **Risk supervision, regulation and compliance** | **Responsible banking, sustainability and culture** | **Innovation and technology** |
| Average attendance | 99% | 98% | 96% | 96% | 93% | 94% | 95% | 91% |
| **Individual attendance** | | | | | | | | |
| Ana Botín | 13/13 | 23/23 | _ | _ | _ | _ | _ | 3/4 |
| Héctor Grisi | 13/13 | 22/23 | _ | _ | _ | _ | _ | 3/4 |
| Glenn Hutchins | 13/13 | _ | _ | 9/9 | 9/9 | _ | _ | 4/4 |
| José Antonio Álvarez | 13/13 | 23/23 | _ | _ | _ | 12/14 | _ | 4/4 |
| Homaira Akbari | 13/13 | _ | 15/15 | _ | _ | _ | 4/4 | 4/4 |
| Carlos Barrabés | 13/13 | _ | _ | 9/9 | _ | _ | 4/4 | 4/4 |
| Javier Botín | 12/13 | _ | _ | _ | _ | _ | _ | _ |
| Sol Daurella | 12/13 | _ | _ | 9/9 | 9/9 | _ | 3/4 | _ |
| Henrique de Castro | 13/13 | _ | 13/15 | _ | 8/9 | _ | _ | 3/4 |
| Germán de la Fuente | 13/13 | _ | 14/15 | _ | _ | 14/14 | _ | _ |
| Gina Díez Barroso | 13/13 | _ | _ | 8/9 | _ | _ | 4/4 | _ |
| Luis Isasi | 13/13 | 22/23 | _ | _ | 9/9 | 12/14 | _ | _ |
| Belén Romana | 13/13 | 23/23 | 15/15 | 8/9 | _ | 14/14 | _ | 4/4 |
| Pamela Walkden | 13/13 | _ | 15/15 | _ | _ | 14/14 | 4/4 | _ |
| Antonio Weiss | 13/13 | _ | _ | _ | 7/9 | _ | _ | _ |

Note: This table shows each director's in-person attendance at ordinary and extraordinary board or committee meetings. The table does not take into account the approval of resolutions in writing without a meeting (on one occasion by the board of directors, on one occasion by the executive committee, on two occasions by the nomination committee and on one occasion by the responsible banking, sustainability and culture committee) nor meetings at which directors attended by proxy. The nomination committee was informed of directors’ excused absences and verified that they raised no doubt about their capability of good governance.

In execution of the action plan derived from the 2024 board effectiveness review, we conducted, among other actions, a detailed analysis of the frequency and duration of board and committee meetings to identify opportunities for streamlining. As a result of this exercise, specific simplification measures were implemented, which reduced the number of meetings in 2025 while ensuring that the effectiveness of the performance of their respective functions—and, in particular, appropriate oversight and control—was not affected. These adjustments have enhanced the effectiveness of the functioning of the board and its committees.

According to a benchmark conducted with the support of an independent expert, the number of meetings held by the board and its committees is close to the average for a group of comparable entities. A comparison is also provided with the average number of meetings held by the board and its committees in listed companies across different sectors in Spain (100 entities, including Ibex 35) and in the United States (S&P 500). The differences observed are mainly attributable to the Group’s global scale, size and level of capitalisation, as well as to the specific regulatory and supervisory framework applicable to the European banking sector. The frequency of meetings at Banco Santander reflects a robust corporate governance model that is appropriate for sound management and effective oversight and control.

### Comparison of number of meetings held$^A$

| | Banco Santander | Spain average | US average |
| :--- | :--- | :--- | :--- |
| Board | 13 | 11.4 | 7.1 |
| Executive committee | 23 | 7.4 | NA |
| Audit committee | 15 | 8.9 | 8.1 |
| Nomination committee | 9 | 7.1 | 4.7 |
| Remuneration committee | 9 | 7.1 | 5.6 |
| Risk supervision, regulation and compliance committee | 14 | 12.4 | NA |

$^A$ Source: Spencer Stuart Board Index 2025 (Spain and United States).
NA: Not available.

The following table shows the time a non-executive director devoted to perform their duties as member of the board and each board committee in 2025, in line with the analysis of directors' time availability carried out during their annual suitability assessment. It includes the time estimated for preparing and attending the board and committees' ordinary and extraordinary meetings, as well as for preparing the approval of resolutions without a meeting being held. Dedication is higher for each chair given their additional functions. Likewise, the time devoted to the board member role includes participation in the annual training and development programme for directors, meetings with the Lead Independent Director, and time allocated to other activities that enable greater interaction between directors. This estimate has been prepared in line with the applicable principles of good governance, on the understanding that the time each director individually devotes to the performance of their duties, to being informed, and to understanding the Group’s business and its development may vary. For the purposes of this table, travelling time has not been considered as it varies for each director and the table does not show individual data:

### Time dedication to perform the duties of a board and board committee member in 2025

| | Days per year and member$^A$ | Days per year and chair$^A$ |
| :--- | :--- | :--- |
| Board | 27.9 | 49.8 |
| Executive committee | 17.6 | 35.3 |
| Audit committee | 18.8 | 37.5 |
| Nomination committee | 5.0 | 10.0 |
| Remuneration committee | 4.5 | 9.0 |
| Risk supervision, regulation and compliance committee | 17.5 | 35.0 |
| Responsible banking, sustainability and culture committee | 2.8 | 5.6 |
| Innovation and technology committee | 2.0 | 4.0 |

$^A$ Number of days calculated considering 8-hour working days.

Directors must report to the nomination committee any professional activity or role that they are proposed to perform outside the Group so that the committee can check that they can dedicate enough time to the Group and that the professional activity or role does not pose conflicts of interest.

The annual suitability reassessment our nomination committee conducts (see section 4.6 'Nomination committee activities in 2025') enables us to update information on the estimated time directors dedicate to roles or professional activities outside the Group and demonstrates their ability to exercise good governance.

This makes sure the number of board roles that our directors have at once is within the legal limit (i.e. no more than one executive and two non-executive roles, or four non-executive roles; roles in the same group are considered a single role and roles in not-for-profit or non-commercial organizations -such as, among others, organizations for the sole purpose of managing private economic interests- are not included).

**Director training and development programmes**
The board has an annual training and development programme to help directors continue to develop skills and increase their understanding of the Group and industry, taking into account their experience and expertise. The board selects contents every year based on feedback from its members and supervisory and regulatory requirements, among others.

Programme workshops are delivered collectively to all board members and in 2025 covered these topics:
- model risk;
- cybersecurity and resilience;
- sustainability;
- agile methodology and new ways of working;
- cryptoassets;
- financial crime and anti-money laundering; and
- data and AI.

Directors can also request one to one and ad-hoc training on specific topics tailored to their own needs, if deemed helpful. The objective is to enable directors to deep dive into specific areas in order to ensure that their knowledge is optimal and up to date.

The board has robust induction programmes so new directors can deeply understand the industry and Grupo Santander’s business model and structure, risk profile and governance arrangements, taking into account their existing skills, competencies and knowledge. They are completed within six months after taking up their position as new directors and include document reviews, tailored meetings, site visits and training sessions with senior managers of the Group, as appropriate. In addition, every board member receives a directors' manual. It is a support guide that provides both new and existing directors with a complete reference of information relevant to their role.

Banco Santander shares its training, induction and development methodology with its main subsidiaries to promote best practices and drive consistency of approach across our footprint. Specifically, in 2025 we scheduled training sessions for subsidiary directors covering cybersecurity, transformation, artificial intelligence and our shareholder value creation strategy.

**Board effectiveness review in 2025**
The board undergoes a yearly assessment of its performance and effectiveness, composition, quality of its work, and individual performance of its members. The review includes its committees. Every three years, it is conducted by an external consultant, whose independence is verified by the nomination committee.

**Methodology and scope of the review**
In 2025, the review was conducted internally. Its scope included the structure of the board, its organization and functioning, dynamics and internal culture and the functioning and effectiveness of its committees. In addition, it covered the individual performance of the Executive Chair, Chief Executive Officer, Lead Independent Director and General Secretary. The review also facilitated the opportunity for performance feedback on the remaining individual directors.

The Executive Chair and the nomination committee Chair led the review, with the involvement of the Lead Independent Director. It followed the methodology and structure of previous internal reviews, based on a confidential questionnaire that all board members completed in full. Moreover, the review also took into account the feedback received from senior executives on the overall value they get from the board as a whole and reflections received as part of additional interactions throughout 2025 (including non-executive director sessions and assessment questionnaires for board training and development programmes, among others).

**Findings and action plan**
The nomination committee and board of directors discussed the results of the 2025 review in December 2025, with a consensus view that the board and its committees continue to operate effectively. In particular, the results revealed the following:
- The board remains appropriately composed, with a depth and variety of skills, as well as high degree of independence and diversity.
- The Executive Chair model continues to work effectively and there remains clarity and universal understanding of the division of responsibilities between the Executive Chair and the CEO. The checks and balances in place are considered highly effective.
- There is a strong and healthy internal board culture, where dynamics encourage open and transparent discussions, critical thinking, constructive challenge to senior management and sound decision making.
- The board organisation and functioning continue to be rated well, acknowledging the positive impact of the simplification measures implemented throughout 2025 to optimize directors’ time. In addition, the board members believe that the agendas focus on the right priorities and that the quality of reporting and information flows supports robust and timely decision-making.
- The Executive Chair, Chief Executive Officer, Lead Independent Director and General Secretary performed positively and effectively, with the expected competence. The remaining directors contributed effectively to the correct discharge of the board's duties.
- Committee size and overall composition, including skills and diversity, are considered appropriate, and committee Chairs lead effectively. In addition, there is a consensus view that associated coordination mechanisms are working effectively.
- The executive team considers that the board provides the right balance of challenge and support to management.

As a result of the review, the nomination committee and board of directors discussed potential areas for improvement and both endorsed an associated action plan in December 2025. Each committee has been engaged on specific actions applicable to their remit to ensure effective and efficient operation, as appropriate.

The key action plan highlights can be summarised as follows:
- **Board composition**: As part of any future board refreshment, a continued focus will be placed on maintaining an appropriate international diversity, in recognition of our geographical footprint; this specific action was completed in February 2026 following the proposal of submitting Deborah Vieitas’ appointment to the 2026 AGM (subject to regulatory approval).
- **Organization and functioning**: We will keep board and committee meeting frequency under continuous review to ensure directors’ time is used in an optimal manner. In addition, the quality of reporting, papers and associated information flows to the board and its committees will be kept under continuous review, with a key focus on overall quality and length.
- **Committee coordination**: We will continue to monitor linkages between committees and with the board as a whole, with a key focus on the interplay between the risk supervision, regulation and compliance committee and the innovation and technology committee on the oversight of technological and cyber risks, among others.
- **Committees**: We will continue to take a proactive approach to committee composition to ensure optimal performance, effectiveness and efficient distribution of work among board members, among other factors.

The resulting actions and associated outcomes of the review have supported our continued priority focus on effective governance.

## 4.4 Executive committee activities in 2025

### COMPOSITION

| Position | Category | Appointed on |
| :--- | :--- | :--- |
| **Chair** | Ana Botín | Executive | 11/12/1989$^A$ |
| | José Antonio Álvarez | Other external | 13/01/2015 |
| **Members** | Héctor Grisi | Executive | 01/01/2023 |
| | Luis Isasi | Other external | 20/05/2020 |
| | Belén Romana | Independent | 01/07/2018 |
| **Secretary** | Jaime Pérez Renovales | | |

$^A$ Committee Chair since 10 September 2014.

**Functions**
The executive committee is a key governance body in Banco Santander and the Group. The board delegated to it all its powers except those that cannot be delegated by law or under the Bylaws or the Rules and regulations of the board. Its meeting frequency and the nature of its decisions enable the board to focus on oversight and control. It also reports regularly to the board on its core matters and decisions, and provides all directors with the minutes and documents from its meetings.

**Committee performance**
The board, supported by its nomination committee, determines the committee's size and composition to ensure its effectiveness. As well as the board, the committee has an external director majority, including an independent director, ensuring a balance of opinions. Its secretary is the secretary of the board.

The committee's meeting frequency of every two weeks ensures the discharge of its duties, though it can meet as many times as required by the Chair.

**Main activities in 2025**
In 2025, the committee addressed a breadth of matters relating to the business of the Group and its main subsidiaries, risk management, corporate transactions and other proposals that were subsequently submitted to the board, which can be summarized as follows:
- **Group results**: Reviewed the Group's quarterly results and investors and analysts' reaction to them.
- **Report by the Executive Chair**: The Executive Chair regularly reported on the Group's management, strategy and institutional matters.
- **Report by the CEO**: The CEO regularly reported on the Group's performance and related budget and the execution of financial plans for all the global businesses that report to him and the main subsidiaries.
- **Corporate transactions**: Analysed and approved, where appropriate, corporate transactions on investments and divestments, joint ventures, operations that entailed structural changes, as well as capital transactions.
- **Shareholder remuneration**: Within the framework of the remuneration policy in force, reviewed the proposed shareholder remuneration in relation to the 2025 results and excess capital, including the payment of cash dividends, and passed the necessary resolutions to obtain the required regulatory authorization and to execute, by delegation of the board of directors, share capital reductions in the context of the share buyback programmes.
- **Risk and compliance**: Received regular holistic risk and compliance reports. The committee also authorized or declined material transactions in line with the risk governance model.
- **Global businesses and subsidiaries**: Received regular updates on global businesses, subsidiaries and other business lines' performance against agreed plans, and with the fulfillment of the targets announced at the 2023 Investor Day.
- **Capital and liquidity**: Received regular reports on capital ratios and optimization measures, pricing (originations) and portfolio profitability. By virtue of the board's delegation and within capital and funding plans, the committee agreed non-convertible debt issuances and securitizations.
- **Supervisors and regulatory matters**: Received regular information about the regulators' activity and supervisors' agenda for the year, including their associated exercises and recommendations.
- **Governance**: Assessed the suitability of certain key appointments within the Group, in accordance with the internal appointments and suitability assessment procedure. The committee approved specific internal regulation under its remit, including the operating model to integrate AI across the organization. Furthermore, the committee was informed of the implementation of the action plans resulting from the effectiveness assessment of the executive first level committees.

In 2025, the committee held 23 meetings. In addition, resolutions in writing were adopted on one occasion without a session being held. See 'Attendance to board and committee meetings and dedication to the performance of duties' in section 4.3 for members’ meeting attendance and the time spent on meeting preparation and attendance.

**2026 priorities**
The committee set the following priorities for 2026:
- Monitor the performance and the execution of the strategic plans of the Group's global businesses and subsidiaries, including progress in the agile approach in the way we work to becoming a more efficient and customer-based organization, supported by multidisciplinary teams across the Group.
- Monitor the progress made on certain strategic projects recently announced, such as the acquisition and subsequent integration of both TSB and Webster into Santander UK and Santander US, respectively, and the merger of Openbank and Santander Consumer Finance.
- Continue to assess additional corporate transactions relating to investments and divestments, joint ventures, corporate restructurings and capital transactions.
- Oversee the execution and achievement of specific public targets and, in particular, those announced at the 2026 Investor Day.
- Continue to facilitate efficient decision making, supporting the board and enabling it to focus on general oversight and strategy matters.
- Continue to ensure the committee’s effectiveness and efficient coordination with the board, its committees and the executive first level committees.

## 4.5 Audit committee activities in 2025

**Germán de la Fuente**
Chair of the audit committee

"In 2025, the committee held rigorous and independent discussions, combining demanding oversight with open and constructive dialogue with senior management. I would like to sincerely thank all committee members for their dedication, commitment, and valuable contributions throughout the year and especially to Homaira Akbari, who will leave the board and the committee after the 2026 AGM. Likewise, I would like to thank the Group’s teams for their professionalism, transparency and ongoing collaboration with the committee.

This activity report summarises the actions undertaken during the year, in which we have remained focused on the effective oversight of the preparation processes for financial and non-financial information, their integrity and quality, including the associated independent verification conducted. In particular, we have intensified our focus to improve data quality, process traceability and the robustness of the reporting perimeter, as the base for reliable information. As part of that, we have consistently maintained a professional and open relationship with the external auditor, ratifying our proposal to submit their re-election to the next AGM, following completion of the public tender conducted last year.

Likewise, the committee has overseen the execution of the internal audit plan, with a particular focus on key areas such as credit risk, cybersecurity, and financial crime compliance, among others, ensuring that internal audit analysis adequately addressed both current and emerging risks, and that the appropriate internal controls were in place to manage those risks. To this end, it has remained essential to continue to ensure the independence, effectiveness, and adequate resourcing of the internal audit function, which is continuously evolving to support the execution of the transformation agenda around the five global businesses, as well as to integrate new ways of working and technologies that drive greater efficiency, enable deeper analysis and help anticipate emerging risks.

As in previous years, we have shared our areas of focus and insights with the chairs of the audit committees of our main subsidiaries, allowing us to leverage our group-wide collective experience and continue strengthening coordination within the Group.

In 2026, we will continue to oversee the effectiveness of the control environment across global businesses and subsidiaries, with particular attention to the deployment of global platforms and the agile approach in the way we work, in coordination with the risk supervision, regulation and compliance committee. We will also monitor the execution of the internal audit plan and the evolution of the technical capabilities of its team in response to an increasingly digital environment. We will remain focused on regulatory developments within the committee’s remit, working to ensure that it continues to discharge its role in the most effective manner”.

### COMPOSITION

| Position | Category | Appointed on |
| :--- | :--- | :--- |
| **Chair** | Germán de la Fuente | Independent | 21/04/2022$^A$ |
| | Homaira Akbari | Independent | 26/06/2017 |
| **Members** | Henrique de Castro | Independent | 21/10/2019 |
| | Belén Romana | Independent | 22/12/2015 |
| | Pamela Walkden | Independent | 29/10/2019 |
| **Secretary** | Jaime Pérez Renovales | | |

$^A$ Committee Chair since 23 March 2024.

The board appointed the committee's members based on their expertise, skills and experience in the matters within the committee's scope. For more details, see section 4.1 'Our directors' and 'Board skills and diversity matrix' in section 4.2.

According to SEC Regulation S-K, committee Chair Germán de la Fuente is considered a financial expert based on his credentials, extensive experience in accounts auditing and strong expertise in accounting and internal and risk control, as well as in the banking industry.

### TIME ALLOCATION

In 2025, the committee held 15 meetings, including one joint session with the nomination committee and four joint sessions with the risk supervision, regulation and compliance committee. See 'Attendance to board and committee meetings and dedication to the performance of duties' in section 4.3 for members' attendance and the time spent on meeting preparation and attendance.

The chart below shows the committee's approximate time allocation to its activity areas in 2025:

```mermaid
pie title TIME ALLOCATION
    "Internal audit" : 48
    "Financial and non-financial information and external audit" : 38
    "Internal control systems" : 10
    "Governance" : 4
```

### Duties and activities in 2025
This section summarizes the audit committee's activities in 2025.

| Duties | Actions undertaken |
| :--- | :--- |
| **Financial and non-financial information** | |
| Review of financial statements and other financial information | • Reviewed the individual and consolidated annual financial statements and directors' report for 2025, as well as consolidated half-yearly financial report, and submitted them to the board for approval, including the proposed payment of the interim dividend and the supplementary dividend. Monitored compliance with legal requirements and accounting principles and ensured that the external auditor issued a report on the effectiveness of the Group’s system of internal control over financial reporting.<br>• Reviewed quarterly financial information prior to board approval and subsequent release to the market and supervisory bodies.<br>• Reviewed supplementary financial information to the annual report, in particular the Universal Registration Document filed with the CNMV and Form 20-F and Form 6-K filed with the SEC.<br>• Verified, on a quarterly basis, the consistency of the financial information published on our website and the information required to be published on the CNMV’s website, ensuring that it was up to date and consistent with the information approved by the board. |
| Review of non-financial information | • Oversaw and assessed the preparation and reporting of non-financial information, including sustainability information, in coordination with the responsible banking, sustainability and culture committee, and informed the board accordingly. In particular, reviewed the 2025 Sustainability Statement prepared under the Corporate Sustainability Reporting Directive (CSRD) and the 2024 Green Bond Report prior to board approval, assessing the integrity of the information disclosed and the associated external auditor's review.<br>• Received regular updates from the Group Chief Accounting Officer (CAO) and the Head of Sustainability on progress with sustainability reporting within the Group. As part of this, it received information on European legislative initiatives aimed at simplifying reporting requirements, as well as advances in embedding impacts, risks and opportunities (IRO) in the Group's management and governance, in coordination with the responsible banking, sustainability and culture committee.<br>• Endorsed the 2025 Pillar 3 disclosures report and submitted it to the board for approval, with a reinforced level of independent verification conducted by the external auditor. |
| Information on applied tax policies | • Received information from the Head of tax on applied tax policies based on Spain's Code of Good Tax Practices, prior to their submission to the board for approval, as well as on the annual review of the tax strategy and the tax policy.<br>• Received information on the filing of the 2024 Tax transparency report to Spain's tax authority (Agencia Estatal de Administración Tributaria). |
| **Relations with the external auditor** | |
| Information on the external audit plan | • Received updates on the planning, progress and execution of the audit plan, including the work conducted in connection with the non-financial information.<br>• Received information on the impact of legal and regulatory developments in connection with financial and non-financial information, as well as their relevance regarding timelines and assurance scope of the external auditor's verification.<br>• Obtained the external auditor's confirmation of its full access to all information necessary to conduct the audit.<br>• Analysed the audit reports for the annual financial statements before the external auditor submitted them to the board. It also received the external auditor's additional report explaining the results of the audit conducted, in accordance with the applicable regulation. |
| Interaction with the external auditor | • Invited the lead audit partner, who met regularly with the committee Chair, to all committee meetings held in 2025, which facilitated effective communication between the external auditor and the board. In addition, the committee met him twice without executives present to ensure fluent and transparent communication and the independent performance of its function. |
| Assessment of the external auditor’s performance | • Conducted the final review of the external auditor's performance and how it has contributed to the integrity of the financial information, based, among other parameters, on: its knowledge of the business, the quality and efficiency of its services and sufficiency of resources (including the composition and level of seniority of the team involved); the frequency and quality of its communications; its independence; transparency reports and quality controls; and the opinions of the audit committee Chairs and the controllers of the main subsidiaries or relevant subgroups within the Group.<br>• Received the 2025 PricewaterhouseCoopers Auditores, S.L. (PwC) Transparency report from the lead audit partner, who also informed the committee about the outcomes of regular quality controls initiated by supervisors and other relevant investigations. |
| **External auditor independence** | |
| PwC’s remuneration for audit and non-audit services | • Monitored PwC’s remuneration, including the following fees for audit and non-audit services provided to the Group:<br><br>**EUR million**<br><br>| | 2025 | 2024 | 2023 |<br>| --- | --- | --- | --- |<br>| Audit | 118.5 | 122.3 | 117.5 |<br>| Audit-related services | 15.0 | 13.6 | 8.6 |<br>| Tax advisory services | 0.1 | 0.9 | 1.6 |<br>| Other services | 7.1 | 7.4 | 5.9 |<br>| **Total** | **140.7** | **144.2** | **133.6** |<br><br>The audit and main non-audit services included for each item in the above breakdown are detailed as follows:<br>• **Audit services**: audit of the individual and consolidated financial statements of Banco Santander and its subsidiaries (of which PwC or another network firm is the external auditor); audit of the interim consolidated financial statements of Banco Santander; integrated audits prepared in order to file Form 20-F with the SEC and the internal control audits (SOx) for required Grupo Santander's entities; limited reviews of financial statements; and regulatory reports required from the external auditors.<br>• **Audit-related services**: issuance of comfort letters, verification services of financial and non-financial information (as required by regulators) and other reviews of documentation to be submitted to domestic or foreign authorities that, due to their nature, the external auditor typically provides.<br>• **Tax services**: tax compliance and advisory services provided to Group companies mainly outside Spain, which have no direct effect on the audited financial statements and are permitted in accordance with the applicable independence regulations.<br>• **Other services**: agreed-upon procedure reports, assurance reports and special reports performed under the accepted profession's standards; as well as other reports required by the regulators.<br><br>The 'Audit' heading includes the fees for the year's audit, regardless of the date the audit was completed. Any subsequent adjustments, which are not significant, are shown in note 47.b) in the 'Notes to the consolidated financial statements' for each year for comparison purposes. The fees corresponding to the rest of the services are shown by reference to when the audit committee approved them.<br><br>Additionally, the firm BDO has performed audit and audit-related services totalling EUR 1.9 million.<br>• Verified that the ratio of PwC's fees paid for all services for Banco Santander and the Group to the annual revenue of PwC in Spain and worldwide did not exceed the 15% limit for three consecutive years. In 2025 the ratio stood at 0.28%.<br>• Verified every quarter, according to Regulation (EU) No 537/2014 of the European Parliament and of the Council, that the total fees approved in 2025 for non-audit services provided by PwC(including for ‘Audit-related services’, ‘Tax services’ and ‘Other services’, and excluding services that the external auditor is required to perform under domestic or EU laws) were significantly less than 70% of the average of total fees paid specifically to PwC in the past three consecutive years for the ‘Audit’ of Banco Santander and its subsidiaries in Spain (not including fees for reviews with more limited assurance than required for accounts auditing, which are included as non-audit services). In 2025, the ratio stood at 25.46%; and it would have been 15.18% if fees approved for PwC and other firms in its network for services provided to Grupo Santander in and outside Spain were included.<br><br>See subsection C.1.32 of section 9.1 'Reconciliation with the CNMV’s corporate governance report model' for the reconciled amounts of the above mentioned fees listed, with the numerator and denominator values of each ratio found in section C.1.32 of section 9.2 'Statistical information on corporate governance required by the CNMV'.<br>• In 2025, the Group contracted for services by audit firms other than PwC in the amount of EUR 155.9 million (EUR 206.2 and 174.1 million in 2024 and 2023, respectively). |
| Non-audit services | • Approved, on a monthly basis, all non-audit services rendered by the Group's external auditor, verifying that all of them met the independence requirements under Spanish and European regulation and SEC and Public Company Accounting Oversight Board (PCAOB) rules, as well as complying with our internal Policy on the approval of services other than audits provided by the external auditor. |
| Personal and financial relations | • Received written confirmation from PwC that the designated audit team, PwC as the auditor firm, everyone else that forms part of PwC or of other firms in its network, including all applicable extended relations to them complied with the requirements on external auditor independence, analysing possible threats and taking appropriate safeguarding measures in line with their internal policies and procedures.<br>• Received information about the results of the internal review (carried out every six months and according to our internal regulation) on possible financial ties between Grupo Santander and PwC and its related parties, which concluded that no existing ties compromised the independence of PwC as external auditor. |
| External auditor independence report | • Verified the external auditor's independence prior to the issuance of the 2025 auditor’s report on the financial statements, considering:<br>• the remuneration it has received for audit and non-audit services;<br>• the nature of all non-audit services rendered by the external auditor; and<br>• the personal circumstances and financial dealings that the external auditor or persons performing the audit may have with the Group.<br>• Received written confirmation from PwC of its independence from Grupo Santander in accordance with applicable European and Spanish law and the SEC and the PCAOB rules.<br>• Concluded that, in its opinion, it had no objective reason to question the external auditor's independence and issued this annual report on its independence. |
| **External auditor mandate** | |
| Re-election of the auditor | • Confirmed the recommendation made to the board in 2024 in view of the public tender conducted to select the external auditor following PwC's ten-year mandate, proposing to the board — for approval and subsequent submission to the 2026 AGM — the re-election of PwC as external auditor of Banco Santander and its consolidated group for financial year 2026.<br>• Confirmed that from 2026, and in accordance with applicable regulations, the new lead audit partner is Alexander García, replacing Julián González after five years in the role. Alexander García has more than 20 years of experience auditing international financial groups. |
| Appointment of the verifier of the sustainability information | • Recommended to the board the appointment of the external auditor as the independent verifier of 2026 sustainability information of Banco Santander and its consolidated group, subject to the implementation of the CSRD in Spain, and proposed its submission for approval to the 2026 AGM. |
| **Internal audit** | |
| Monitoring of internal audit activities | • Reviewed the annual internal audit plan for 2025 and submitted it to the board for approval, ensuring that it covered the Group's material risks, with a key focus on credit risk, third party risk management, model risk and financial crime compliance, among others.<br>• Received information from each subsidiary Chief Audit Executive (CAE) at least once in 2025.<br>• Received regular information on internal audit activities carried out in 2025, monitoring progress in the internal audit plan and overseeing ratings and recommendations of global businesses, units and corporate functions, and further promoting a continued focus on maintaining a robust control environment.<br>• Continued promoting the first line’s further involvement in internal audit recommendations and ensured that senior management and the board took into account the conclusions and recommendations of internal audit reports.<br>• Received holistic reviews of internal audit coverage of cybersecurity, technological risks, vendor management risk, financial crime, strategic risk, sustainability, model risk, credit risk, capital and solvency, structural and liquidity risks and operational risk, among other topics, to ensure proper oversight, with first and second line of defence representatives invited to provide additional perspectives, as appropriate. |
| Oversight of the internal audit function | • Supervised the internal audit function and ensured its independence and effectiveness in 2025.<br>• Assessed the preparedness and effectiveness of the internal audit function to fulfil its duties after being informed of the organisational changes within the internal audit function to ensure that the function was well structured to deliver its objectives in the context of the transformation agenda and the consolidation of all our activities under five global businesses.<br>• Reviewed the external quality assessment performed by the Institute of Internal Auditors in Spain in certain units to continue ensuring the effectiveness of the function and its alignment with best practice and Global Internal Audit Standards.<br>• Reviewed and approved the internal audit function strategic plan for 2025-2026.<br>• Endorsed the 2025 internal audit function budget, ensuring that the function had the appropriate resources and skill sets needed to discharge its duties effectively.<br>• Received information on the digital initiatives launched, including upskilling and development activities regarding AI, as well as the internal audit hubs created to continue improving the efficiency of the functions' work.<br>• Invited the Group CAE to committee meetings and held two private sessions with her but without other executives or the external auditor present. The committee also invited additional internal audit officers to meetings throughout 2025, when required.<br>• Reviewed and endorsed the CAE's 2025 objectives for onward submission to the board for approval, and assessed her performance against those objectives and reported the results to the remuneration committee and to the board to set her variable remuneration.<br>• Participated in the election and appointment and verified the suitability of the subsidiary CAEs in coordination with the Group nomination committee. |
| **Internal control systems** | |
| Monitoring the effectiveness of Internal control systems | • Received information on the Group's Internal control systems (ICS), including those associated with non-financial information preparation and reporting, and monitored related action plans.<br>• Received information on the results of the assessment and certification of the Internal Control Model for 2024 and assessed its effectiveness in compliance with the CNMV's and the SEC's (SOx) regulations. |
| **Governance** | |
| Coordination with the risk supervision, regulation and compliance committee | • Reviewed the risk, compliance and internal audit aspects of the global businesses and subsidiaries, with first line of defence representatives present.<br>• Received information on the Group's whistleblowing channel (Canal Abierto), with a special focus on matters within the committee's remit to ensure employees and other persons related to the Group to speak up, be heard and report irregular practices without fear of reprisal. Reported favourably to the board on the update of internal regulation regarding Canal Abierto, with a key focus on ensuring its alignment with the CNMV Technical Guide 1/2024 on Audit Committees.<br>• Discussed additional topics of mutual interest, such as risk culture and the internal control environment, including measures implemented in connection with the adoption of an agile approach in the way we work, and received an update on internal audit matters of the risk and compliance functions.<br>• Received regular updates on the main legal and tax contingencies, associated provisions and applicable public information.<br>• Invited the Chief Risk Officer (CRO) to all 2025 committee meetings.<br>• The Chairs of the audit committee and of the risk supervision, regulation and compliance committee remained in constant communication, ensuring full coordination and collaboration among their respective committees. |
| CAO appointment | • Participated in the CAO selection process, led by the nomination committee, resulting in the proposal to appoint Manuel Preto for that position, which the board subsequently approved. |
| Coordination with subsidiaries | • Held several remote meetings with the subsidiary audit committee chairs and invited them to committee meetings throughout the year. For more details, see 'Group and subsidiary committee relations' in section 7.2.<br>• Received reports from Santander España's joint audit and risk committee on the main items covered at the meetings held throughout the year. |
| **Related-party and corporate transactions** | |
| Corporate transactions | • Reviewed, in coordination with the risk supervision, regulation and compliance committee, the proposed merger of Openbank and Santander Consumer Finance. |
| Creation or acquisition of special-purpose vehicles and entities based in countries considered non-cooperative jurisdictions | • Received information on the activities of the Group’s offshore entities from the Head of tax, and provided this information to the board. See note 3.c) in the 'Notes to the consolidated financial statements'.<br>• Reported favourably to the board, for its approval, on proposals to create or acquire interests in entities domiciled in non-cooperative jurisdictions or in special purpose entities and received the special purpose entities annual update. |
| Authorization and oversight of related-party transactions | • Reviewed the details and balances of the related-party transactions reported in the annual and half-yearly financial statements. Checked that those transactions were carried out under market conditions.<br>• Supervised and reported to the board on a bi-annual basis that the related-party transactions, including those authorized with delegated board powers, complied with the law, the Rules and regulations of the board and/or the conditions set by board resolution; and verified alignment with the internal reporting and monitoring procedure and that those transactions met the fairness and transparency requirements established in the aforementioned rules and were fair and reasonable.<br>• Issued the Related-party transactions report. For more, details see section 4.12 'Related-party transactions and other conflicts of interest'. |
| **Information for general meetings and corporate documents** | |
| Shareholder information | • Was represented at the 2025 AGM by the committee Chair, who reported on the committee's activities in 2024. |
| Corporate documents for 2025 | • Prepared this activities report on 19 February 2026, which includes a performance review of the committee's functions and activities carried out, and key priorities identified for 2026. The board of directors approved it on 24 February 2026. |

**2026 priorities**
The committee set these priorities for 2026:
- Continue to oversee the integrity and quality of the Group’s financial and non-financial information. Likewise, maintain a robust and open relationship with the external auditor, reviewing its audit plan, independence, execution quality, key judgements, and significant areas of its audit.
- Continue to supervise the effectiveness of the control environment in the Group's global business and units, with a special focus on the implementation of global platforms and the agile approach in the way we work, in coordination with the risk supervision, regulation and compliance committee.
- Supervise the internal audit plan execution throughout the Group, with a special focus on fundamental risks, such as credit risk, cybersecurity, financial crime prevention, third party risk management, operational resilience and risk derived from emerging technologies such as generative AI.
- Remain focused on the independence and effectiveness of the internal audit function, ensuring its preparedness to fulfil its duties, including the required resources, skills and expertise of its people, especially in the area of new technologies.
- Reinforce oversight of the closure of significant observations, when applicable, from internal audit, the external auditor, supervisors and control functions, ensuring effective and sustainable remediations.
- Monitor legislative initiatives within the committee’s remit, with special attention to internal controls related to sustainability reporting and the level of preparedness for its external assurance, in coordination with the responsible banking, sustainability and culture committee.
- Hold a subsidiary audit committee Chairs' convention in 2026 to further enhance communication and collaboration across the Group.
- Remain focused on discharging its role in the most tangible and effective manner.

## 4.6 Nomination committee activities in 2025

**Belén Romana**
Chair of the nomination committee

"In 2025, the committee continued to oversee that both the board of directors and the senior management team were suitable to deliver the agreed strategic objectives and to execute the Group’s transformation agenda. With this objective, we carried out a detailed review of the board composition and associated succession planning considerations, ensuring that its collective skills and experience continued to contribute effectively to the Group’s success.

As committed under the action plan derived from the 2025 board effectiveness review evaluation, we have continued to work on the appropriate refreshment of the board, taking into account relevant factors such as our strategic direction, our presence in key markets and associated global scale. As a result, we will shortly welcome Deborah Vieitas, Chair of the board of Santander Brasil, who brings extensive professional experience in the financial sector and Brazilian market knowledge to the board.

Senior management succession planning has also been a priority throughout 2025, ensuring that the Group has the appropriate depth talent to address future business challenges and that succession plans remain effective. We remain firmly committed to the development of internal talent and to ensuring that our leaders are fully aligned with the corporate culture. As part of the board’s visit to the US in 2025, we held a dedicated session with high-potential executives to assess the quality of our internal talent pipeline. With regard to the appointments announced during the year, and in line with its oversight responsibilities, the committee recommended new senior management appointments, including the global heads of Digital Consumer Bank and of data & artificial intelligence, as well as the new Chief Risk Officer*, among others.

In line with our commitment to best governance practices, the committee continued to oversee the effectiveness of the board and its committees, as well as the proper implementation of the action plan arising from the board evaluation. The evaluation carried out in 2025 confirmed the overall satisfaction of directors with the effectiveness of the board’s functioning, which benefits from a strong culture that fosters open and constructive debate.

We firmly believe that robust governance and proactive talent management are essential elements of the Group’s success. Looking ahead, the committee will continue to work to ensure that the board and the senior management team are well prepared to address strategic challenges, drawing on our strong corporate culture to attract, develop and retain the best people to lead the Group’s progress".

### COMPOSITION

| Position | Category | Appointed on |
| :--- | :--- | :--- |
| **Chair** | Belén Romana | Independent | 01/01/2024$^A$ |
| | Carlos Barrabés | Independent | 27/07/2024 |
| **Members** | Sol Daurella | Independent | 23/02/2015 |
| | Gina Díez Barroso | Independent | 22/12/2021 |
| | Glenn Hutchins | Independent | 20/12/2022 |
| **Secretary** | Jaime Pérez Renovales | | |

$^A$ Committee Chair since 23 March 2024.

The board appointed the committee's members based on their expertise, skills and experience in the matters within the committee's scope. For more details, see section 4.1 'Our directors' and 'Board skills and diversity matrix' in section 4.2.

### TIME ALLOCATION

In 2025, the committee held nine meetings, including one joint session with the audit committee. In addition, resolutions in writing were adopted on two occasions without a session being held. See 'Attendance to board and committee meetings and dedication to the performance of duties' in section 4.3 for members' attendance and the time spent on meeting preparation and attendance.

The chart below shows the committee’s approximate time allocation to its activity areas in 2025:

```mermaid
pie title TIME ALLOCATION
    "Board and committee composition" : 36
    "Senior management and talent" : 36
    "Governance" : 19
    "Suitability assessment" : 9
```

### Duties and activities in 2025
This section summarizes the nomination committee's activities in 2025.

| Duties | Actions taken |
| :--- | :--- |
| **Board and committee composition** | |
| Selection and succession of the board and its committees | • Ensured that board member selection procedures guaranteed directors’ individual and collective suitability and fostered diversity in its broadest sense; and analysed the required expertise, skills and time commitment for effective board membership.<br>• Continued to oversee, together with the Executive Chair, succession planning activities for the board.<br>• Continued monitoring and assessing the board and its committees' overall skills and competencies, therefore ensuring that their collective composition remained appropriate to oversee and lead the strategic direction of the Group and to perform their duties successfully. |
| Appointment and re-election of directors | • Considered areas of expertise and experience required to complement the board by reference to the board skills and diversity matrix as well as the annual board effectiveness review in order to target appropriate searches and recruitment.<br>• Ensured that any proposed appointment had been drawn from a depth of candidate pool that recognized diversity in its broadest sense, therefore ensuring the best possible outcomes.<br>• Proposed the appointment of Deborah Vieitas as independent director to be approved by shareholders at the 2026 AGM, subject to the relevant regulatory authorization.<br>• Proposed director reelections that will be submitted to shareholder approval at the 2026 AGM, taking into account our policy on the selection, succession and suitability assessment of directors, as well as the outcome of directors' annual suitability assessments. |
| Annual verification of directors' status | • Verified each director category (i.e. executive, independent and other external) and submitted a proposal to the board for it to be confirmed or reviewed in the annual corporate governance report and at the 2026 AGM. For more details, see section 4.2 'Board composition'.<br>• Assessed directors’ independence, verifying (among other factors) that there were no significant business ties between the Group and companies in which they are, or have been, significant shareholders, directors or senior managers, in particular regarding financing extended by the Group to such companies. In all cases, the committee concluded that existing ties were not significant because (i) financing (a) did not constitute economic dependency for such companies because other sources of funding were available, and (b) was consistent with the Group’s share of the relevant market; and because (ii) business ties did not reach comparable materiality thresholds used in other jurisdictions as benchmarks (e.g. New York Stock Exchange (NYSE), Nasdaq and Canada’s Bank Act), among other reasons. |
| Director training and development programmes | • Assessed the effectiveness of director training and development programmes, guaranteeing that they were designed according to their circumstances and needs, and identified areas for improvement and additional training topics for 2026.<br>• Analysed the effectiveness of the subsidiary director training programme to keep them updated on relevant Group matters and endorsed the proposed training topics for 2026. |
| International advisory board | • Assessed the composition of the international advisory board in order to ensure it had the right skills and experience to perform its duties successfully.<br>• Recommended the nomination of José Fernández da Ponte as member of the international advisory board and was kept apprised of the resignations submitted by Andreas Dombret and Lawrence Summers. See section 4.11 'International advisory board’. |
| **Senior management and talent** | |
| Appointments | • Recommended specific appointments, which were later agreed by the board, verifying their suitability for the role being proposed. In particular, the selection of the CAO and the CRO was conducted in coordination with the audit and the risk supervision, regulation and compliance committees, respectively. For more details, see section 5. 'Senior management team'.<br>• Assessed senior management attrition rates, talent retention and associated risks in coordination with the risk supervision, regulation and compliance committee, and made related recommendations. |
| Succession planning | • Oversaw the discipline applied to executive directors and senior management succession planning, which also included key positions both at Group and subsidiary levels, and made sure that such plans were implemented through a rigorous, transparent, merit-based and objective process that promotes diversity in its broadest sense.<br>• Monitored the effectiveness of top management succession plans.<br>• Reviewed the senior management succession plans for onward submission to the board for approval and, where relevant, posed challenges to ensure that such plans had strength in depth. |
| People and culture | • Discussed the activities conducted by the people, culture & organization function to continue supporting progress on a merit-based culture of equal opportunity and inclusion that supports our transformation and move towards the agile approach in the way we work.<br>• Monitored progress towards equality and greater representation of women in executive positions.<br>• Assessed and challenged proposals on executives' mission, career development plans, mobility and talent retention initiatives Group-wide. |
| **Governance** | |
| Board effectiveness review | • Reviewed the execution of the action plan to address the areas for improvement identified in the 2024 board effectiveness annual review, which was conducted internally, ensuring its successful and timely completion.<br>• Oversaw the 2025 board effectiveness review, which was also conducted internally, and endorsed the resulting action plan. For more details, see 'Board effectiveness review in 2025' in section 4.3.<br>• Analysed the outcomes of the subsidiary board and board Chairs annual effectiveness reviews. |
| Lead Independent Director | • Reviewed the activities conducted by the Lead Independent Director, ensuring the discharge of his duties, as evidenced through a summary of his activities over the year, which was also submitted to the board. See 'Lead Independent Director' in section 4.3.<br>• Reviewed the engagement activity conducted by the Lead Independent Director with shareholders, investors and proxy advisors, and analysed their feedback on the Group's corporate governance arrangements. |
| Corporate governance | • Reviewed the key highlights of the 2025 AGM and monitored shareholder experience and results, quorum and voting results, including the feedback received on the fully virtual format it was held in. Received updated information on our investors and proxy advisors' insights and evolving market trends on general shareholder meeting format. And recommended the board call the 2026 AGM in a virtual format, in light of the success of the 2025 virtual AGM, which was marked by high levels of shareholder engagement, and given that this format enhances shareholder participation and ensures their equal treatment and is consistent with the Group's digital transformation and sustainability commitment, also considering the growing global trend towards fully virtual shareholder meetings.<br>• Verified the independence of the external advisers hired by the committee and the remuneration committee in 2025, analysing their services and the amounts they received, among others.<br>• Reviewed the annual corporate governance report to verify that information contained therein conforms to the applicable law.<br>• Assisted the board in the regular review of our corporate governance system for the board to fulfill its mission to promote corporate interest and consider stakeholders' expectations. |
| Internal governance | • Monitored the split of roles and responsibilities between the Executive Chair and the CEO to ensure their ongoing effectiveness and alignment with the board approved allocation. For more details, see 'Board structure and organization' in section 4.3.<br>• Oversaw subsidiary board composition to ensure consistent collective suitability in line with expectations across the Group.<br>• Verified that subsidiaries followed the provisions of the GSGM relating to board and committee structure and their functions pursuant to best practices. In addition, the committee tracked subsidiary actions and progress in implementing internal regulation required by the Group for its subsidiaries. For more details, see section 7. 'Group structure and internal governance'.<br>• Endorsed changes to the GSGM to include data & AI as a global support function and key position in the subsidiaries that reports to the Global CDAIO and locally to the subsidiary CEO.<br>• Remained informed of the actions taken to simplify and streamline internal regulations and executive level governance bodies' effectiveness with no loss of governance. |
| **Suitability assessment of directors and key positions** | |
| Appointments | • Recommended the appointment of Group and subsidiary key position holders after confirming their suitability. The suitability assessments of the subsidiary CAEs, and CROs and CCOs were conducted in coordination with the Group audit and risk supervision, regulation and compliance committees, respectively.<br>• Endorsed Group director nominations for subsidiary boards after confirming their suitability. |
| Annual assessment | • Conducted the annual suitability assessment of directors, senior management, heads of internal control functions and the Group's key position holders, overseeing situations that might impact on the Group's credit and reputation, and confirming these individuals' continued good business and professional reputes and appropriate knowledge and experience to perform their duties.<br>• Concluded that board members continue to discharge good governance, having analysed their notifications regarding their other professional obligations and confirmed that these do not affect their ability to devote the necessary time nor generate any conflict of interest; and having overseen their attendance at board and committee meetings and ensured that it did not fall below 75%. Furthermore, average board attendance was verified as 99%. For more details, see 'Attendance at board and committee meetings and dedication to the performance of duties' in section 4.3. |
| Continuous oversight | • Examined the information provided by directors about their intention to carry out other professional activities or hold positions outside the Group and the related time commitment and concluded that those commitments were compliant with the applicable legislation regarding the maximum number of directorships they may hold, and did not interfere with their obligations as Banco Santander directors nor entail any conflict of interest. |
| **Information for general meetings and corporate documents** | |
| Shareholder information | • Was represented at the 2025 AGM by the committee Chair, who reported on the committee's activities in 2024. |
| Corporate documents for 2025 | • Prepared this activities report on 23 February 2026, which includes a performance review of the committee's 2025 duties and actions taken and key priorities identified for 2026. The board of directors approved it on 24 February 2026. |

**2026 priorities**
The committee set these priorities for 2026:
- Continue to supervise succession arrangements for board members to ensure its effective planning. Continue to take its proactive approach to board refreshment and associated succession planning, considering board effectiveness review outcomes and other relevant factors.
- Keep a proactive focus on senior executive succession planning based on the Group’s strategic needs, and the potential challenges the business may face, while maintaining our attention to the continued development of our internal succession pipeline.
- Continue to promote initiatives and programmes that facilitate our internal talent's most optimal preparedness for assuming new responsibilities. Further continue to promote a merit-based culture of equal opportunity and inclusion that facilitates the success of our leaders and multidisciplinary and agile teams in our transformation agenda.
- Monitor ongoing regulatory initiatives within the committee's remit, with a key focus on those which might impact our internal regulation.
- Keep our corporate governance arrangements under constant review to make sure they continue to consider all stakeholders’ interests by closely monitoring shareholder engagement and, together with the Lead Independent Director, taking into account their feedback and insights. In particular, monitor shareholder experience and results of the 2026 AGM, including the feedback received on the format in which it will be held and reporting on this to the board.
- Plan and oversee the board effectiveness review to be conducted by an external advisor, and to propose to the board the actions required to address any resulting changes or improvements.
- Oversee execution of the actions derived from the 2025 board effectiveness review and remain focused on ensuring that the board and its committees discharge their role in the most tangible and effective manner.

## 4.7 Remuneration committee activities in 2025

**Glenn H. Hutchins**
Chair of the remuneration committee

"As Chair of the remuneration committee, I am pleased to summarize our work during 2025. The committee remained focused on ensuring that the Group’s compensation framework supports our strategy, reinforces a strong risk culture, and aligns the interests of management with those of shareholders.

Our ability to deliver on our Investor Day commitments depends fundamentally on our people. A well-designed compensation framework is essential to attracting, developing and retaining top talent worldwide — and to driving the transformation that underpins long-term shareholder value creation.

Our approach rewards sustainable results and behaviors aligned with shareholder interests. During the year, the committee reviewed feedback from shareholders and proxy advisors and defined the performance indicators for 2026 variable compensation. These indicators maintain a clear focus on shareholder value creation, Group-wide collaboration, capital discipline, and the successful execution of our transformation agenda.

The committee worked closely with the risk committee to ensure that compensation outcomes remain fully aligned with the Group’s risk profile. We reviewed the achievement of 2025 executive variable compensation targets and assessed risk adjustments, ensuring alignment with prudent risk management at all times.

We oversaw enhancements to the performance management system to promote clear objectives, reinforce accountability, and support individual development. An external advisor confirmed that the Group’s compensation policies and practices remain fully compliant with applicable regulations. The committee also endorsed updates to internal policies to maintain alignment with evolving regulatory and supervisory expectations.

The committee monitored compensation trends across our markets to ensure our practices remain competitive and support the development of high-performing teams committed to the Group’s strategic priorities.

The committee will continue to refine incentive structures to drive long-term shareholder value, foster collaboration across the organization, and maintain alignment with prudent risk and capital management. We will stay attentive to evolving market practices and regulatory expectations while strengthening our ability to attract, develop and retain the talent required to execute our strategy".

### COMPOSITION

| Position | Category | Appointed on |
| :--- | :--- | :--- |
| **Chair** | Glenn Hutchins | Independent | 20/12/2022 |
| | Sol Daurella | Independent | 23/02/2015 |
| **Members** | Henrique de Castro | Independent | 29/10/2019 |
| | Luis Isasi | Other external | 19/05/2020 |
| | Antonio Weiss | Independent | 01/01/2025 |
| **Secretary** | Jaime Pérez Renovales | | |

$^A$ Committee Chair since 1 October 2023.

The board appointed the committee's members based on their expertise, skills and experience in the matters within the committee's scope. For more details, see section 4.1 'Our directors' and 'Board skills and diversity matrix' in section 4.2.

### TIME ALLOCATION

In 2025, the committee held nine meetings, including one joint session with the risk supervision, regulation and compliance committee. See 'Attendance to board and committee meetings and dedication to the performance of duties' in section 4.3 for members’ attendance and the time spent on meeting preparation and attendance.

The chart below shows the committee's approximate time allocation to its activity areas in 2025:

```mermaid
pie title TIME ALLOCATION
    "Remuneration schemes and policies" : 50
    "Remuneration of senior management and other key executives" : 30
    "Governance" : 14
    "Remuneration of directors" : 6
```

### Duties and activities in 2025
This section summarizes the remuneration committee's activities in 2025.

| Duties | Actions taken |
| :--- | :--- |
| **Remuneration schemes and policies** | |
| Remuneration policy for executive directors, senior management and other key executives | • Remained focused on simplifying executive director and senior management remuneration, shaping remuneration schemes consistent with our Simple, Personal and Fair values, with a special focus on shareholder value creation.<br>• Proposed to the board the global annual executive variable remuneration for 2025 (payable immediately and deferred executive remuneration), based on achievement of previously set quantitative and qualitative targets.<br>• Recommended to the board the annual performance indicators to calculate the Group's variable remuneration for 2026 in order to maintain focus on Group-wide collaboration, shareholder value creation, solid risk management, rigorous capital discipline and the Group's transformation, among others.<br>• Proposed to the board the achievement scales for the annual and multi-year performance targets and weightings. |
| Compliance with the remuneration policy | • Checked that remuneration schemes aligned with the Group's performance, corporate culture, risk appetite and applicable regulation, and created no incentive to breach risk appetite.<br>• Reported to the board on Group remuneration practices and assessed their effectiveness, receiving confirmation on their alignment with the Group remuneration policy.<br>• Reported to the board on an external advisor assessment of the remuneration policy that concluded that the Group's policies, procedures and practices comply with the regulatory requirements for credit institutions.<br>• Reviewed the ex-ante and ex-post risk adjustments of total variable remuneration and oversaw the application of malus and clawback arrangements, assigned to the global businesses and subsidiaries, based on actual risk outcomes and their management, in conjunction with the risk supervision, regulation and compliance committee. |
| Director remuneration policy report | • Received information from the Lead Independent Director on his engagement with key shareholders and proxy advisors regarding executive director remuneration.<br>• Reviewed and proposed to the board the annual directors' remuneration report for an advisory vote at the 2025 AGM.<br>• Assisted the board in overseeing compliance with the director remuneration policy.<br>• Recommended the directors' remuneration policy for 2026, 2027 and 2028 that will be submitted by the board of directors at the 2026 AGM as a separate item on the agenda pursuant to Article 529 novodecies of Spain's Companies Act and is an integral part of the director remuneration policy report. See sections 6.4 Directors' remuneration policy for 2026, 2027 and 2028' and 6.5 'Preparatory work and decision-making for the remuneration policy; remuneration committee involvement'. As part of that, the committee considered input from shareholder and stakeholder engagement during the year, as well as recommendations from regulators. The committee verified that the policy complies with legal requirements and/or applicable regulation concerning remuneration and is consistent with the remuneration scheme set out in the Bylaws and with the Group's culture and Simple, Personal and Fair values. |
| People and culture | • Reviewed 'equal pay for equal work' and gender pay gap and equal pay data against the previous year.<br>• Reported favourably to the board on the update of internal regulation within its remit, with a key focus on ensuring alignment with supervisory expectations.<br>• Reviewed the 2025 performance management system, with conversations between managers and teams to bring attention to what we do and how we do it, all within a solid risk culture, while driving everyone's development. In addition, reviewed the proposed changes for the 2026 performance management system, to address the adoption of the agile approach in the way we work.<br>• Was kept apprised of remuneration practices, trends and challenges in several local markets. |
| **Executive directors, senior management and Corporate Identified Staff remuneration** | |
| Performance reviews | • Reviewed the calibration of executives’ performance reviews for senior management and, in particular, for the Executive Chair, the CEO, the CFO and other senior executives, after receiving the views of the non-executive directors at meetings that the lead independent director convened for this purpose, as well as those of the audit committee in the case of the CAE, and of the risk supervision, regulation and compliance committee in the case of the CRO and the Chief Compliance Officer (CCO). |
| Fixed and variable remuneration for executive directors and senior management | • Checked that executive directors' fixed remuneration remained appropriate to their duties based on market rates.<br>• Proposed to the board variable remuneration for the preceding year payable either immediately or in deferred amounts, based on annual performance targets and their weightings as set by the board.<br>• Proposed to the board the remuneration for newly appointed members of the senior management team.<br>• Made sure remuneration for senior management remained fair and competitive, recommending adjustments where appropriate to the board, based on a benchmark analysis and specific pay principles. |
| Share plans | • Proposed to the board the remuneration plans that involve the delivery of shares for executive directors, senior management and other key executives. Specifically, those related to the executive directors were recommended for onward submission to the 2025 AGM.<br>• Analysed and submitted to the board tailored incentive schemes for different units to drive talent retention and alignment with the Group’s strategic priorities. |
| Corporate Identified Staff | • Reviewed the number of executives who are part of the Corporate Identified Staff (Corporate Material Risk Takers) in 2025 pursuant to applicable law, trends versus previous years and fixed and variable remuneration ratios for control functions to ensure they remained consistent with regulation and targets.<br>• Set key remuneration components for Corporate Identified Staff in coordination with the risk supervision, regulation and compliance committee.<br>• Submitted a proposal to the board, for subsequent submission to the 2025 AGM, regarding the approval of maximum variable remuneration of up to 200% of the fixed component for certain Corporate Identified Staff, including executive directors and senior management.<br>• Checked that remuneration schemes supported the attraction and retention of key talent to help drive the Group's strategy, the application of the incentives implemented in the Group, and the level of achievement of long-term deferred remuneration metrics. |
| **Remuneration of directors** | |
| Individual remuneration of directors in their capacity as such | • Reviewed directors’ remuneration in their capacity as such, based on the positions they held on the collective decision-making body, their membership and attendance at committee meetings, benchmark information and other objective circumstances and submitted the relevant proposals to the board. For more details, see section 6.2 'Remuneration of directors for supervisory and collective decision-making duties: policy applied in 2025'. |
| **Governance** | |
| Coordination with risk | • Held a joint session with the risk supervision, regulation and compliance committee to review the action plans aimed at mitigating conduct risk in remuneration for the external sales force.<br>• Verified that remuneration schemes factor in capital and liquidity, and do not offer incentives to assume risks that exceed Banco Santander's tolerance, thus promoting and being compatible with appropriate and effective risk management. |
| **Information for general meetings and corporate documents** | |
| Shareholders information | • Was represented at the 2025 AGM by the committee Chair, who reported on the committee's activities in 2024. |
| Corporate documents for 2025 | • Prepared this report on 23 February 2026, which includes a performance review of the committee's 2025 duties and actions taken and key priorities identified for 2026. The board of directors approved it on 24 February 2026. |

**2026 priorities**
The committee set these priorities for 2026:
- Keep incentive measures under continuous review to ensure that they continue to prioritize the Group's success, incentivize collaboration across the organization and shareholder value creation, and remain aligned with our solid risk and capital management disciplines.
- Continue to monitor the risk adjustments in variable remuneration, ensuring that the latter aligns with the risk profile of the activities that the Group performs, the sustainability of the results achieved, and its long-term interests.
- Continue to monitor trends and best practices in executive remuneration to enhance our employee value proposition further, promoting effective attraction and retention of key talent to deliver the Group's strategy, including the public targets announced at the 2026 Investor Day, while maintaining focus on investors, proxy advisors, supervisors and regulators’ expectations.
- Continue promoting talent development, recognizing high performance through our performance management system, and supporting progress on an inclusive culture that ensures the avoidance of pay gaps.
- Remain focused on discharging its role in the most tangible and effective manner.

## 4.8 Risk supervision, regulation and compliance committee activities in 2025

**Pamela Walkden**
Chair of the risk supervision, regulation and compliance committee

"In 2025, the committee continued to play a key role in supporting the board’s oversight of the Group’s risk profile against a backdrop of heightened geopolitical uncertainty, evolving supervisory expectations and the ongoing transformation of the Group. The diverse skills and experience of its members enabled the committee to provide effective challenge and support to management, while close coordination with the subsidiary risk committees allowed us to leverage their collective expertise.

Throughout the year, the committee focused on ensuring that risks were appropriately identified, assessed and managed within the board-approved risk appetite, maintaining a strong and effective control environment. We remained acutely aware of external factors, including market volatility and developments in the cyberthreat and fraud landscape, with their potential to affect the Group’s businesses and operating model. We also monitored both existing and emerging risks and challenged management on their potential impact and the adequacy of mitigation actions. As in previous years, we reviewed risks by type, by global business and subsidiary, to ensure we are looking at all aspects of our global-local model.

Credit risk and non-performing assets remained high on our agenda but there was also increased focus on aspects of operational risk and resilience. Compliance and conduct risk oversight, including financial crime, were also key areas of focus in 2025. The committee reviewed the effectiveness of both the risk and compliance functions, with particular attention to its independence and the adequacy of its resources.

We also supported the board in overseeing the Group’s capital and liquidity position, with a focus on ensuring resilience under stressed conditions. We reviewed the capital and liquidity adequacy processes, and stress testing remained a core element of our work. In addition, we received regular updates on supervisory interactions across the Group’s footprint, and monitored key outcomes from supervisory reviews, as part of our commitment to an open and constructive dialogue with supervisors.

The committee participated in the succession process for a new Group CRO, which resulted in the appointment of Pedro Castro, replacing Mahesh Aditya. The committee is fully confident in Pedro’s ability to succeed in the role and will support his onboarding process. In turn, I would like to thank Mahesh for his significant contribution to the Group’s risk culture and wish him every success in his new role as CEO of Santander UK.

The committee also worked in close coordination with other committees, particularly the audit, the responsible banking, sustainability and culture, and the innovation and technology committees, to facilitate coherent and comprehensive oversight of areas of mutual interest. We also worked with the remuneration committee including the year-end remuneration process. We intend to further reinforce this committee coordination in 2026, with a particular focus on technological, ESG and third-party risks, cybersecurity, and operational resilience, among others.

Looking ahead, the committee will remain focused on anticipating emerging risks, supporting the Group’s strategic transformation and ensuring that the risk and compliance functions continue to operate to the highest standards of effectiveness and independence".

### COMPOSITION

| Position | Category | Appointed on |
| :--- | :--- | :--- |
| **Chair** | Pamela Walkden | Independent | 01/05/2021$^A$ |
| | José Antonio Álvarez | Other external | 01/01/2025 |
| **Members** | Germán de la Fuente | Independent | 01/01/2023 |
| | Luis Isasi | Other external | 19/05/2020 |
| | Belén Romana | Independent | 28/10/2016 |
| **Secretary** | Jaime Pérez Renovales | | |

$^A$ Committee Chair since 23 March 2024.

The board appointed the committee's members based on their expertise, skills and experience in the matters within the committee's scope. For more details, see section 4.1 'Our directors' and 'Board skills and diversity matrix' in section 4.2.

### TIME ALLOCATION

In 2025, the committee held 14 meetings, including four joint sessions with the audit committee and one joint session with the remuneration committee. See 'Attendance at board and committee meetings and dedication to the performance of duties' in section 4.3 for members’ attendance and the estimated average time spent on meeting preparation and attendance.

The chart below shows the committee’s approximate time allocation to its activity areas in 2025:

```mermaid
pie title TIME ALLOCATION
    "Risk" : 59
    "Compliance" : 25
    "Governance and additional oversight activities" : 10
    "Capital and liquidity" : 6
```

### Duties and activities in 2025
This section summarizes the risk supervision, regulation and compliance committee's activities in 2025.

| Duties | Actions taken |
| :--- | :--- |
| **Risk** | |
| Strategy and risk appetite | • Reviewed risk appetite metrics, compliance with the approved limits and any breaches on a quarterly basis.<br>• Reviewed the annual risk appetite statement proposal for 2026, including new metrics and limits, and submitted it to the board for approval.<br>• Reviewed the three-year strategic plan, the annual budget and the recovery plan before the board approved them. Reviewed and challenged the identified risks and mitigating factors associated with those key processes, their consistency, and alignment with the Group's risk appetite. |
| Risk management and control | • Reviewed the risk profile and risk management of the Group's global businesses and main subsidiaries in coordination with the audit committee, with a special focus on credit risk, operational risk, financial crime compliance and the risks associated with our transformation.<br>• Reviewed the risks of strategic projects and their mitigation measures, before their submission to the board.<br>• Checked that the Group's risk management and control, most notably the risk profile assessment and the risk control self-assessment, remained robust.<br>• Analysed the potential impact and opportunities associated with emerging risks and how they would affect our business model, including the numerous businesses and subsidiaries.<br>• Received and analysed specific information on credit risk, with a special focus on non-performing assets; market, counterparty, liquidity and structural, and operational risks.<br>• Reviewed the EBA Guidelines (2025/01) on ESG risk management in coordination with the responsible banking, sustainability and culture committee.<br>• Received regular updates on legal risk, in coordination with the audit committee.<br>• Assessed senior management attrition rates, talent retention and associated risks and dynamics, in coordination with the nomination committee, and made related recommendations.<br>• Received and analysed updated information on third party risk management and compliance with the requirements of Digital Operational Resilience Act (DORA), technological and data risk, cybersecurity and operational resilience, in cooperation with the innovation and technology committee.<br>• Supported the board in the supervision of crisis management and resolution planning and business continuity and contingency plans. |
| Remuneration policies and practices - coordination with the remuneration committee | • Reviewed the subsidiary action plans on internal sales force pay and related conduct risk.<br>• Verified that remuneration schemes factor in risk, capital, liquidity and the likelihood and opportunity of remuneration components, and do not offer incentives to assume risks that exceed Banco Santander's tolerance, thus promoting and being compatible with appropriate and effective risk management.<br>• Proposed to the board the global annual executive variable remuneration for 2025 (payable immediately and deferred executive remuneration), based on the achievement of previously set quantitative and qualitative targets. In addition, reviewed the ex-ante and ex-post risk adjustments of total variable remuneration assigned to the global businesses and subsidiaries, taking into account actual risk outcomes and their management, and oversaw the application of malus and clawback arrangements, in conjunction with the remuneration committee.<br>• Reviewed the results of the exercise carried out annually to identify employees whose professional activities had a material impact on the Group´s risk profile (Corporate Identified Staff). |
| Risk function | • Reviewed the risk function’s activities, strategy, strengths and potential areas for improvement.<br>• Ensured the ongoing independence and effectiveness of the risk function, including the assessment of the sufficiency and appropriateness of its resourcing.<br>• Endorsed the CRO's 2025 objectives for onward submission to the board for approval. Reviewed the CRO's annual performance against those objectives and reported the results to the remuneration committee and board to set his variable remuneration.<br>• Participated in the selection process of the CRO, led by the nomination committee, which resulted in the proposal to appoint Pedro Castro for that position, subsequently approved by the board.<br>• Participated in the selection and appointment of the subsidiary CROs verifying their suitability, in coordination with the Group nomination committee. |
| **Compliance** | |
| Oversight of compliance and conduct risks | • Reviewed monthly reports on regulatory issues, product governance and costumer protection, reputational risk, internal and external events, notifications and inspections by supervisors, among others.<br>• Received updates on compliance and conduct risks from the Group's global businesses and main subsidiaries.<br>• Received information on the Group's whistleblowing channel (Canal Abierto) at a joint meeting with the audit committee, with a special focus on matters within the committee's remit, to ensure that empowers employees and other persons related to the Group to speak up, be heard and report irregular practices without fear of reprisal. Reported favourably to the board on the update of internal regulation regarding Canal Abierto, with a key focus on ensuring its alignment with the CNMV Technical Guide 1/2024 on Audit Committees.<br>• Reviewed reports on customer and other stakeholders' complaints to ensure that their root causes were being assessed and action plans set to reduce and mitigate any identified deficiencies.<br>• Reviewed the main risks identified, as well as the concerns, priorities and actions taken regarding conduct risk with retail and vulnerable customers.<br>• Reviewed our compliance with data protection regulation across the Group and received the Data Protection Officer's annual report. |
| Financial crime compliance | • Oversaw the Group's observance of financial crime compliance regulations.<br>• Received quarterly progress updates on our financial crime compliance strategy implementation throughout the Group, including information on sanction screening activity.<br>• Reviewed recommendations and observations stemming from the annual independent expert report on Banco Santander. |
| Compliance function | • Supervised the compliance function's activities and strategy, strengths and potential areas for improvement.<br>• Ensured the ongoing independence and effectiveness of the compliance function, including the assessment of the sufficiency and appropriateness of its resourcing.<br>• Held two private sessions with the CCO to discuss strategic compliance topics as well as to discuss independently and directly any potential material issue relating to its function.<br>• Endorsed the CCO's 2025 objectives for onward submission to the board for approval. Reviewed the CCO's performance against those objectives and reported the results to the remuneration committee and board to set his variable remuneration.<br>• Participated in the selection and appointment of the subsidiary CCOs, verifying their suitability, in coordination with the Group nomination committee. |
| **Capital and liquidity** | |
| Capital and liquidity strategies | • Reviewed and reported favourably to the board on the annual Internal Capital Adequacy Assessment Process (ICAAP) run by the finance function and challenge made by the risk function in accordance with industry best practices and supervisory guidelines.<br>• Reviewed the capital plan according to the scenarios envisaged over a three-year period.<br>• Reviewed and reported favourably to the board on the Internal Liquidity Adequacy Assessment Process (ILAAP), which was challenged by the risk function and developed in line with the Group's business model and liquidity needs.<br>• Reviewed liquidity risk and liquidity levels of the Group and its subsidiaries.<br>• Continuously monitored capital levels, capital management and associated tools, the 2025 securitizations plan and the analysis of the portfolio profitability versus the risk undertaken.<br>• Supported the board in conducting stress tests of Banco Santander through the assessment of scenarios and assumptions, analysing the results and the observations made by the risk function, and ensured that the stress test programme was aligned with the EBA Guidelines 2018/04 on institutions' stress testing.<br>• Was informed of 2025 EBA stress test results prior to their submission to the board and subsequent disclosure. |
| **Governance and additional oversight activities** | |
| Regulatory and supervisory relations | • Received information on regulatory and supervisory relations, with a focus on those related to the Single Supervisory Mechanism and the Single Resolution Mechanism, as well as the supervisors of all the Group’s subsidiaries, the Supervisory Review and Evaluation Process, and the corresponding supervisory activities. |
| Coordination with the audit committee | • Reviewed risk, compliance and internal audit aspects of the global businesses and subsidiaries, with first line of defence representatives present.<br>• Collectively discussed with the audit committee additional topics of mutual interest, such as risk culture, third party risk management, and internal control environment, and received an update on internal audit matters of the risk and compliance functions.<br>• Reviewed the proposed merger of Openbank and Santander Consumer Finance.<br>• The committee Chair and the Chair of the audit committee maintained constant communication to ensure full coordination and collaboration between their respective committees. |
| Other activities | • Reported favourably to the board on the update of internal regulation within its remit, in coordination with other committees, as required.<br>• Held a number of subsidiary risk supervision, regulation and compliance committee Chair meetings remotely and an in-person meeting with them to foster further collaboration across the Group. For more details, see 'Group and subsidiary committee relations' in section 7.2. |
| **Information for general meetings and corporate documents** | |
| Shareholder information | • Was represented at the 2025 AGM by the committee Chair, who reported on the committee's activities in 2024. |
| Corporate documents for 2025 | • Prepared this activities report on 18 February 2026, which includes a review of the committee's 2025 functions and actions taken, as well as the key priorities identified for 2026. The board of directors approved it on 24 February 2026. |

**2026 Priorities**
The committee set these priorities for 2026:
- Continue to monitor the macroeconomic and geopolitical landscape to ensure our preparedness for potential disruptions.
- Oversee all the risks to ensure that they remain within our approved risk appetite. Continue to identify emerging and non-traditional risks to anticipate potential impacts on our business model, as well as the main risks associated with the transformation, the integration of new businesses and the five global businesses, with a particular focus on those associated to change management and the new ways of working.
- Monitor the integration of both TSB and Webster into Santander UK and Santander US, respectively.
- Reinforce coordination with the innovation and technology committee on the oversight of technological risks, including those related to new technologies such as generative AI, as well as the opportunities that various digital assets may represent for the Group. Likewise, continue to monitor cybersecurity risks, as well as those related to third-party risk management and operational resilience.
- Continue to oversee the ESG risk integration into management, in line with supervisory expectations and in coordination with the responsible banking, sustainability and culture committee.
- Continue to ensure the independence and effectiveness of the risk and compliance functions in discharging their critical role in the Group, including an assessment to ensure they have appropriate and sufficient resources and skillsets. Monitor the onboarding process for the new CRO to ensure its robustness, enabling him to be truly effective in his role.
- Remain focused on discharging the role of the committee and interacting with the subsidiary risk supervision, regulation and compliance committees in the most tangible and effective manner.

## 4.9 Responsible banking, sustainability and culture committee activities in 2025

**Sol Daurella**
Chair of the responsible banking, sustainability and culture committee

"In 2025, the committee continued to support the board of directors in our sustainability strategy, taking into consideration developments in the regulatory, supervisory and market environment. Throughout the year, our work focused on monitoring the climate strategy, regularly reviewing its suitability to support our clients in their transition to a sustainable economy, contributing to economic growth.

Against this backdrop, we have analyzed the evolution of the Group’s sustainable finance strategy and its execution by the global businesses, including priorities related to socially responsible investment.

Santander remains firmly committed to education, employability, entrepreneurship, and financial inclusion to contribute the prosperity of people and businesses. As a result, inclusion and financial health remained a priority on the committee’s agenda in 2025, overseeing progress in the implementation of the global community support model.

The committee placed a key focus on the complex environment in which the Group operates, characterized by the diverse range of public policies across our footprint. These analyses enabled us to continue to properly identify and assess the impacts, risks and opportunities arising from the double materiality exercise and to ensure a coherent management approach that is aligned with the Group’s strategy.

During the year, we have maintained close coordination with the audit committee, particularly in relation to the oversight of the preparation and reporting of non-financial information, as well as with the risk supervision, regulation and compliance committee regarding the integration of ESG factors into the Group’s risk management. We will maintain this close collaboration in 2026.

I would like to sincerely thank all committee members for their commitment, dedication and valuable contributions throughout the year. The diversity of knowledge, experience and perspectives has significantly enriched the discussions and has been key to discharging our role effectively, with a constructive approach aligned with the Group’s values at all times. Specifically, I would like to thank Homaira Akbari, who will leave the board and committee in 2026, for her valuable contribution to the committee since it was incorporated in 2018. In turn, I am pleased to welcome Germán de la Fuente as a new member shortly, as he brings very valuable experience to the committee while reinforcing the coordination with the audit committee in the oversight of the non-financial information.

Looking ahead to 2026, the committee will continue to advise the board on the development and monitoring of our sustainability strategy, with a particular focus on progress in the sustainable finance proposition and supporting clients in their transition; on social matters; and on the integration of ESG factors into risk management, thereby contributing to the creation of sustainable long-term value”.

### COMPOSITION

| Position | Category | Appointed on |
| :--- | :--- | :--- |
| **Chair** | Sol Daurella | Independent | 01/07/2018$^A$ |
| | Homaira Akbari | Independent | 01/07/2018 |
| **Members** | Carlos Barrabés | Independent | 27/06/2024 |
| | Gina Díez Barroso | Independent | 31/01/2023 |
| | Pamela Walkden | Independent | 23/03/2024 |
| **Secretary** | Jaime Pérez Renovales | | |

$^A$ Committee Chair since 23 July 2024.

The board appointed the committee's members based on their expertise, skills and experience in the matters within the committee's scope. For more details, see section 4.1 'Our directors' and 'Board skills and diversity matrix' in section 4.2.

### TIME ALLOCATION

In 2025, the committee held four meetings. In addition, resolutions in writing were adopted on one occasion without a session being held. See 'Attendance at board and committee meetings and dedication to the performance of duties' in section 4.3 for members’ attendance and the time spent on meeting preparation and attendance.

The chart below shows the committee’s approximate time allocation in 2025 to its activity areas:

```mermaid
pie title TIME ALLOCATION
    "Environmental (E)" : 59
    "Governance (G)" : 26
    "Social (S)" : 15
```

### Duties and activities in 2025
This section summarizes the responsible banking, sustainability and culture committee’s activities in 2025.

| Duties | Actions taken |
| :--- | :--- |
| **Environmental (E)** | |
| Transition plan | • Reviewed the Group's climate strategy and constructively challenged it to ensure our objective of supporting our clients in achieving their transition goals, assessing their climate risks in order to manage the impact on both their business and our operations, and progress in the alignment of our portfolios, in accordance with applicable local regulation.<br>• Reviewed the plans of the global businesses to ensure their alignment with market, regulatory and supervisory context, as well as with the commercial strategy. |
| ESG in risk management | • Reviewed the ongoing work to implement the required prudential transition plan in accordance with the new EBA Guidelines (2025/01) on ESG risk management, in coordination with the risk supervision, regulation and compliance committee.<br>• Monitored the progress made in embedding climate-related and environmental risks in line with applicable regulation and supervisory expectations, and monitored the implementation of controls and processes to mitigate ESG risks.<br>• Reviewed the specific internal controls and risk management measures applied to Santander Brasil’s relationships with certain companies operating in the Amazon. |
| Sustainable finance | • Reviewed the sustainable finance strategy across global businesses and its execution, including priorities related to socially responsible investment.<br>• Oversaw the sustainability strategy, including support to our customers in their transition and financial inclusion and health solutions. |
| **Social (S)** | |
| Support to communities | • Oversaw progress on the implementation of our community support model, to reinforce the Group's contribution to key areas such as education, including financial education, employability, entrepreneurship and support to vulnerable groups, as well as the resulting impact from associated initiatives, assessing their scope and relevance.<br>• Received information on about corporate communication initiatives on social matters. |
| **Governance (G)** | |
| Governance | • Verified that the proposed sustainability agenda and targets remained aligned with the Group's strategy.<br>• Assisted the board in ensuring that sustainability targets and metrics were embedded in the Group's remuneration schemes and reviewed, in coordination with the remuneration committee, the proposed sustainability element of the long-term incentives for 2026-2028.<br>• Reviewed engagement with stakeholders such as investors, proxy advisors, ESG rating agencies and NGO.<br>• Reviewed the priority areas for action based on the outcomes of the double materiality exercise and the associated IRO, including progress on their integration into management and governance to facilitate their monitoring, in coordination with the audit committee.<br>• Reviewed progress made towards the objectives announced at the 2023 Investor Day under its remit and discussed sustainability targets for the next three years in the areas of green financing, investment in education, employment and entrepreneurship initiatives, and financial inclusion. |
| ESG reporting | • Supported the audit committee on the supervision and assessment of the process to prepare and present non-financial information according to applicable regulation and international standards.<br>• Reviewed the 2025 Group statement on non-financial information. See the 'Sustainability statement' chapter.<br>• Reviewed the Green Bond Report in coordination with the audit committee prior to its submission to the board for approval. |
| Regulatory landscape | • Reviewed the main European and international financial regulatory and supervisory initiatives and priorities related to sustainability and how they impacted the Group, including legislative proposals promoted by the European Commission aimed at streamlining sustainability-related disclosure, due diligence, and taxonomy.<br>• Reported favourably to the board on the update of internal regulation within its remit, in coordination with risk supervision, regulation and compliance committee, as required. |
| **Information for general meetings and corporate documents** | |
| Shareholder information | • Was represented at the 2025 AGM by the committee Chair, who reported on the committee's activities in 2024. |
| Corporate documents for 2025 | • Prepared this activities report on 26 January 2026, which includes a performance review of the committee's 2025 duties and actions taken and key priorities identified for 2026. The board of directors approved it on 24 February 2026. |

**2026 Priorities**
The committee set these priorities for 2026:
- Continue to advise the board on the sustainability, taking into account developments in the regulatory, supervisory, and market environment.
- Oversee progress on our sustainable finance proposition and how the global businesses support the economic growth of the economies we serve, as well as our customers in achieving their transition objectives toward a sustainable economy. Likewise, review the management of risks associated with such transition and the evolution of sectors affected by climate.
- Ensure that the Group’s policies promote responsible and ethical financial solutions that contribute positively to sustainable growth and global security, with particular focus on Europe and the defence sector, while still aiming to comply with local regulatory requirements and supervisory expectations in the jurisdictions where we operate.
- Continue to prioritize our financial inclusion, financial health and community support proposition, contributing to education, employability, and entrepreneurship, as well as to community development through support programmes.
- Continue to monitor the implementation of sustainability-related regulatory requirements and supervisory expectations, including the integration of ESG factors into risk management, from both regulatory and managerial perspective, as well as developments in legislative initiatives related to sustainability matters, as well as public policies and actions of authorities and institutions in the markets where we operate, as well as their associated risks, and the potential impact on our strategy.
- Continue to analyse the communication and impact of sustainable related actions, as well as monitor sustainability disclosures in coordination with the audit committee.
- Remain focused on discharging its role in the most tangible and effective manner.

## 4.10 Innovation and technology committee activities in 2025

**Glenn H. Hutchins**
Chair of the innovation and technology committee

"Our objective is to continue the transformation of Santander into a truly technology-first enterprise, anchored on sustainable, long-term value creation for shareholders. We are focused on delivering this in a way that improves customer experience, drives structural efficiency, retains strength of security and resilience, meets regulatory expectations, and enables innovation at scale.

In 2025, the committee maintained a disciplined focus on execution. We challenged progress, tested assumptions, and ensured that Santander’s global technology and transformation agenda remained tightly aligned with the Group’s business strategy. Discussions consistently emphasized simplification, scalability, and long-term value creation, and I would like to thank all committee members for their contributions which helped ensure the committee’s overall effectiveness.

Throughout the year, we closely reviewed the evolution of Santander’s global business and operating platforms, digital initiatives, and automation programs. A central priority was the continued rollout of a common operating and business model across retail and commercial banking. This is a foundational enabler of productivity gains, reduced complexity, and improved time-to-market, and it allows our teams to focus more of their capacity on delivering high-value, personalized service to customers across all channels.

Data and AI were at the core of our agenda. AI is transforming the global economy and the banking sector, and at Santander we are moving decisively to take this transformation further. Our plan is to fundamentally change the way the organization thinks and operates, becoming 'AI-native' to deliver smarter solutions, happier customers, and a future-ready bank. To support this ambition, we established the data & AI function, designed to scale our capabilities, strengthen collaboration across the Group, and accelerate impact. The committee reviewed key AI use cases across Santander and oversaw the governance of AI adoption under strict ethical, legal, and cybersecurity frameworks.

Cyber and technology resilience also remained top priorities. We reviewed the evolving threat landscape, the Group’s defensive capabilities, and progress against our operational resilience agenda, including third-party risk management and regulatory requirements such as DORA. We worked in close coordination with the risk committee to ensure consistent and comprehensive oversight of technology-related risks, and we intend to continue this strength of coordination in 2026.

Looking ahead, the committee will continue to support the board and management team in accelerating Santander’s transformation, building on real impact, operational rigor, and human empowerment. This includes maintaining a disciplined approach to emerging technologies, balancing in-house capability building with selective, strategically aligned partnerships that can sustainably enhance customer experience, efficiency and security”.

### COMPOSITION

| Position | Category | Appointed on |
| :--- | :--- | :--- |
| **Chair** | Glenn Hutchins | Independent | 20/12/2022$^A$ |
| | Homaira Akbari | Independent | 27/09/2016 |
| | José Antonio Álvarez | Other external | 23/02/2015 |
| **Members** | Carlos Barrabés | Independent | 27/06/2024 |
| | Ana Botín | Executive | 23/04/2007 |
| | Henrique de Castro | Independent | 23/07/2019 |
| | Héctor Grisi | Executive | 01/01/2023 |
| | Belén Romana | Independent | 19/12/2017 |
| **Secretary** | Jaime Pérez Renovales | | |

$^A$ Committee Chair since 23 March 2024.

The board appointed the committee's members based on their expertise, skills and experience in the matters within the committee's scope. For more details, see section 4.1 'Our directors' and 'Board skills and diversity matrix' in section 4.2.

### TIME ALLOCATION

In 2025, the committee held four meetings. See 'Attendance at board and committee meetings and dedication to the performance of duties' in section 4.3 for members’ attendance and the time spent on meeting preparation and attendance.

The chart below shows the committee’s approximate time allocation to its main areas in 2025:

```mermaid
pie title TIME ALLOCATION
    "Digital & innovation" : 40
    "Technology and operations" : 26
    "Data and AI" : 20
    "Cybersecurity" : 14
```

### Duties and activities in 2025
This section summarizes the innovation and technology committee’s activities in 2025.

| Duties | Actions taken |
| :--- | :--- |
| **Digital & innovation** | |
| Digital | • Monitored metrics in connection with the Group's digitalization and associated transformation, with a special focus on customer experience, simplification and efficiency.<br>• Reviewed core digital strategies to transform and accelerate growth across global businesses.<br>• Reviewed strategic technological tools developed internally to further increase value creation across the Group, improving efficiency and driving appropriate synergies.<br>• Reviewed the execution progress of One Transformation and its overall alignment with our strategy.<br>• Monitored the execution of the Group’s digital strategy with a key focus on ensuring alignment with supervisors’ expectations and regulatory demands. |
| Cloud | • Reviewed the cloud strategy, which focuses on improving innovation, time–to-market and efficiency with a business-based approach, ensuring alignment with applicable regulatory requirements at all times. |
| Innovation framework | • Reviewed the implementation of the Group's innovation agenda, that leverages on our digital and data management capabilities.<br>• Identified the challenges and capabilities in terms of innovation to increase end-to-end business agile transformation.<br>• Identified new opportunities and developments in emerging technologies to accelerate innovation across the Group and ensured that we were well placed to succeed with new business models, technologies, systems and platforms.<br>• Reviewed the Group’s participation in an international consortium of financial institutions aimed at analysing a potential joint issuance of a stablecoin, specifically the associated risks, the applicable regulatory framework and comparable initiatives in the market. |
| **Technology & operations** | |
| Strategy | • Reviewed the Group's global technology strategy plan, reported to the board on T&O planning and activities, and ensured that the T&O strategy focused on the Group's key priorities, supervising its execution through defined top-level strategic KPIs, including those specific to the execution of One Transformation and the common architecture.<br>• Endorsed the Group's core strategic technology priorities to integrate key digital capabilities, leveraging five pillars: agile, cloud, core system evolution, AI and deep technology related skills and data.<br>• Monitored the deployment of Gravity, Santander’s in-house banking platform, and software developed to help the bank become a fully digital company.<br>• Reviewed specific projects being deployed throughout the Group and their associated T&O investment through a common tool, to further ensure efficiencies, synergies and robust decision-making.<br>• Reviewed the strategy to further simplify Group-wide processes with the aim of reducing manual operational activity, analysing alternatives for further optimization, automation and process improvement.<br>• Analysed the priorities of the T&O function and their alignment with the Group’s aim to be the best open financial services platform with innovative customer centric capabilities. |
| Oversight of technological risks | • Assisted the board in supervising technological risks, including those related to technological innovation, data risks, operational resilience and the associated regulatory developments, in coordination with the risk supervision, regulation and compliance and audit committees. |
| **Data and AI** | |
| Strategy | • Assisted the board in reviewing progress on the 'data & AI-first' strategy and the main initiatives identified across the five global businesses, in order to enhance decision-making and customer experience, and increase internal process efficiency.<br>• Reviewed strategic technology partnerships, which focus on enabling a safe and scalable adoption of AI through a robust technological infrastructure and the development of business-aligned applications.<br>• Received information on the use of AI tools throughout the Group, productivity increases for some tasks, letting teams focus on strategic and human-centric work, and the AI training strategy, tailored to roles and markets. |
| **Cybersecurity** | |
| Strategy | • Reviewed the Group's cybersecurity strategy, with a key focus on resilience, alignment with DORA, new technologies (including quantum computing), and three main action lines, namely: protecting the Group, bolstering its defences, and generating trust among stakeholders, customers, and broader society; and recommended it for onward submission to the board for approval.<br>• Monitored the status and progress made on the fraud prevention plan, including its associated impacts and the actions underway to further harmonize fraud prevention capabilities across the Group. |
| Risk management oversight | • Assisted the board in the supervision of cybersecurity risks and supervised the global cybersecurity threat landscape and Group’s ability to defend against increasing threats, and reviewed security controls and automated security processes.<br>• Analysed cyber incidents (including third party risk management implications) and reviewed associated lessons learnt in coordination with the risk supervision, regulation and compliance committee. Moreover, reviewed specific incidents outside the Group according to their relevance and impact.<br>• Received regular updates on cybersecurity risks, including the status of main metrics and the implementation of associated controls.<br>• Reviewed external threats such as ransomware and analysed the strategy designed to shorten data recovery time and reduce its potential impact. |
| **Information for general meetings and corporate documents** | |
| Corporate documents for 2025 | • Prepared this activities report on 14 January 2026, which includes a performance review of the committee's 2025 functions and actions taken, as well as key priorities identified for 2026. The board of directors approved it on 24 February 2026. |

**2026 Priorities**
The committee set these priorities for 2026:
- Continue to support the consolidation of the Group’s innovation strategy, including the embedding of our operating model based on a global-local organization through our own global technology platform, with the aim of maximizing synergies and ensuring operational consistency.
- Continue to drive the Group's 'data & AI-first' strategy, with a particular focus on the development of key initiatives across the five global businesses to enhance decision-making, and improve customer experience and drive operational savings. As part of that, continue to support the innovation strategy through an appropriate equilibrium between developing internal capabilities and selective alliances.
- Remain apprised of emerging technologies and their potential business impact. Continue monitoring trends in the technology ecosystem and associated developments in the financial sector and market players’ activities, including technology companies.
- Continue to reinforce coordination with the risk supervision, regulation and compliance committee in the oversight of technological risks, including those related to technological innovation, cybersecurity risks, as well as those inherent to third-party management and operational resilience.
- Continue to monitor opportunities that digital assets could bring to the Group, with a key focus on collaborative initiatives already in place, assessing their associated risks and ensuring alignment with supervisory and regulatory expectations.
- Remain focused on discharging its role in the most tangible and effective manner.

## 4.11 International advisory board

### Composition
The chart below shows the composition of the International advisory board, with an overview of its members' experience.

- **Sheila C. Bair**: Former Chair of the Federal Deposit Insurance Corporation and former President of Washington College.
- **George Kurtz**: Founder of CrowdStrike. Former Chief Technology Officer of McAfee.
- **Francisco D’Souza**: Managing Partner and co-founder at Recognize.
- **Mike Rhodin**: Director of Acoustic. Former board member of TomTom Symbotic, Precisely and HZO, and former Senior Vice President of IBM.
- **Carolyn Everson**: Director at The Coca-Cola Company, The Walt Disney Company and Under Armour. Former President of Instacart and former vice-president of Global Business Group at Facebook (Meta).
- **Nadia Schadlow**: Senior fellow of Hudson Institute. Former Deputy National Security Advisor for Strategy and former Assistant to the President of the United States.
- **José Fernández da Ponte**: President and Chief Growth Officer of the Stellar Development Foundation. Former Senior Vice President and General Manager of Blockchain, Crypto, and Digital Currencies at PayPal.
- **James Whitehurst**: Chair of Unity Technologies. Former President of IBM and former CEO of Red Hat.
- **Juan Ignacio Gallardo Thurlow**: Chair of Organización Cultiba, Grupo Azucarero México and Grupo GEPP (PepsiCo bottling company in Mexico).
- **Jaime Pérez Renovales**: SECRETARY

**Functions**
The international advisory board provides the Group with expert insight primarily into innovation, digital transformation, cybersecurity and new technologies, as well as into capital markets, corporate governance, branding, reputation, regulation and compliance.

Its members are external and not members of the board. They are prominent and respected international leaders who have extensive experience in the most relevant areas to the Group's strategy, in particular in the US and European markets.

**Meetings**
The international advisory board meets at least twice a year. In 2025, it met in May and October. It addressed key strategic topics of our transformation agenda within the current macroeconomic environment. In particular, it covered the opportunities and implications of our data & AI strategy.

In addition, the international advisory board conducted in-depth analysis on certain global businesses, with a special focus on innovation and value-added solutions in the payments ecosystem, as well as the opportunities that various digital assets may represent for the Group.

## 4.12 Related-party transactions and other conflicts of interest

**Related-party transactions**
This section contains the related-party transactions report referred to in recommendation 6 of the Spain's Corporate Governance Code and that the audit committee issued on 19 February 2026.

**Directors, senior managers and shareholders**
In accordance with Spanish Law and the Rules and regulations of the board, the approval of related-party transactions, i.e. those carried out by Banco Santander or its subsidiaries with directors, shareholders who hold at least 10% of voting rights or sit on the board (although Banco Santander does not have any shareholders with these characteristics), or parties considered 'related parties' under the International Financial Reporting Standards, corresponds to:
- shareholders at the general meeting if the value of the transaction is equal to or greater than 10% of the assets on the last consolidated balance sheet; or
- the board of directors in all other cases.

Pursuant to the statutory authorization established for these purposes and to the Rules and regulations of the board, as well as on the audit committee’s recommendation, our board delegated authority to bodies, committees and competent proxies to approve related-party transactions that meet these requirements:
- they are carried out under agreements with standard terms that would generally apply to customers who contract for the same product or service;
- they are made at prices or rates set by the supplier of such products or services or, where such products or services have no set prices or rates, under regular market conditions as in business relations with similar customers; and
- they do not exceed 0.5% of the net annual income as stated in the last consolidated financial statements approved at the general meeting.

With regard to related-party transactions that have been delegated, the board approved an internal reporting and monitoring procedure under which twice a year the audit committee oversees the suitability of the information on the related-party transactions carried out, confirms their fairness and transparency, and assesses their proper approval, before reporting its findings to the board.

The board also has an internal approval mechanism for non-banking and other transactions that do not meet the three delegation requirements. It sets out the conditions that these transactions must comply with in order to protect corporate interest.

The board and audit committee check that transactions with related parties are fair and reasonable to Banco Santander and, where applicable, to shareholders other than the relevant related party.

If a related-party transaction must be approved at the general meeting or by the board, the audit committee must issue a preliminary report about it in the terms set out by law. However, the law does not require this report for related-party transactions that are approved under the board's delegated authority and meet the audit committee’s requirements.

Board members must recuse themselves from all deliberations and votes on resolutions about a related-party transaction if they have a conflict of interest with it.

In 2025, the audit committee, in the course of its duties, found that no director or senior manager, nor any related party as defined under the International Financial Reporting Standards, carried out transactions with Banco Santander or its subsidiaries that were deemed significant or material to the entity or to the related party, or under non-market conditions.

The audit committee confirmed that all related-party transactions in 2025, including those authorized with delegated board powers, had been performed correctly. It conducted a bi-annual review of their conformity to the law and the Rules and regulations of the board, and to the conditions set by board resolution. It verified the transactions' alignment with the internal reporting and monitoring procedure, that they met the fairness and transparency requirements established in the aforementioned rules, and that they were fair, reasonable and carried out under market conditions (see the audit committee activities report under section 4.5 'Audit committee activities in 2025').

Banco Santander has a policy for the admission, authorization and monitoring of financing transactions by Banco Santander or any of its Group entities to directors and senior managers as well as to their spouse (or similar partner), a child who is a minor or is financially dependent, or a company controlled by a director or a senior manager whose business is to hold assets for the sole purpose of managing their personal or family wealth. The policy sets out general maximum borrowing rules, interest rates and other conditions that apply to related-party transactions, which are similar for all other employees. It dictates that such transactions must be approved by the board. In addition, loans, credit facilities and guarantees granted by Banco Santander to its directors and senior managers must be subsequently authorized by the ECB, except in case of transactions made:
- under a collective agreement signed by Banco Santander, with similar terms and conditions to transactions with any employee; or
- under agreements with standard conditions that generally apply to a large number of customers, if the amount granted to the beneficiary or their related parties does not exceed EUR 200,000.

Note 5.f) 'Loans' to the consolidated financial statements describes the direct risk Grupo Santander maintained with board members as at 31 December 2025. The terms and conditions of these transactions are consistent with market conditions or with those entered into with employees, and allocate payments in kind where appropriate.

**Intra-group transactions**
The law does not consider direct or indirect transactions with a wholly-owned subsidiary to be 'related-party', nor does it transactions with other subsidiaries or investees provided that no party related to Banco Santander holds an interest in such subsidiary or investee. Thus, Santander monitors subsidiaries or investees’ observance of the related-party transactions rules if they can be affected by a conflict of interest.

The rules and approval bodies and procedures that apply to intragroup transactions are the same as for transactions with customers. There are control mechanisms in place to ensure they are conducted under market conditions.

Note 53 'Related parties' to the consolidated financial statements and note 47 'Related parties' to the individual financial statements state the balance of transactions with associates and joint ventures, as well as with directors, senior managers and their related parties.

**Other conflicts of interest**
Banco Santander has internal rules and procedures for preventing and managing conflicts of interest that can arise from the Group's operations, including with directors and senior managers, as well as between Group companies.

**Directors and senior managers**
The Rules and regulations of the board stipulate that our directors must abstain from deliberating and voting on resolutions in which they or any persons related to them have a direct or indirect conflict of interest, and adopt necessary measures to avoid situations in which their direct or indirect interests may enter into conflict with corporate interests or their duty towards Banco Santander.

Directors must refrain, amongst others, from using Banco Santander’s name or their position to exert undue influence on private transactions; using corporate assets for private purposes; using business opportunities for personal gain; obtaining favours or remuneration from others for being directors; and engaging in activities for themselves or others that will put them and Banco Santander in competition or permanent conflict.

Directors must report to the board conflicts of interest, whether direct or indirect, that they or their related parties may have with Banco Santander, which are to be disclosed in the financial statements and in the corporate governance report. The nomination committee oversees compliance with the rules set from time to time to avoid potential conflicts of interest in other roles held by directors.

In 2025, no director reported a conflict of interest with Santander. Nonetheless, in 2025 there were 40 abstentions in the deliberation and voting on certain matters at board and committee meetings, broken down as follows: seven instances where directors did not vote on resolutions on their re-election, or their appointment as members of the boards of companies within the Grupo Santander; 11 instances concerning remuneration; eight instances relating to a transaction between Banco Santander and a director or their family members; and 14 instances where directors removed themselves during the review of their status and suitability.

Our General code of conduct and the policy on conflicts of interest for Group directors, senior management and employees set out the guidelines we follow to prevent and manage conflicts of interest that may arise.

Persons subject to the conflicts of interest policy must follow the process established for such cases, informing their immediate line manager and, where appropriate, the compliance & conduct function, of the existence and nature of the conflict. The matter will be resolved by the head of the area concerned or, where it affects several areas, by the head of the areas involved.

The Code of conduct in security markets (CCSM), which directors and senior managers follow, provides mechanisms to recognize and resolve conflicts of interest. It also dictates that directors and senior managers must provide the compliance function with a list of their connections (individuals and entities), and they must keep it up to date.

The CCSM also dictates that directors, senior managers and related parties should not trade Grupo Santander’s securities during restricted periods (i.e. from one month prior to the announcement and publication of the quarterly, half-year or annual results). Moreover, they should not carry out opposite trades that involve the same class of securities issued by Group companies within 30 days from the time they are bought or sold.

The CCSM can be found on our corporate website.

**Group companies**
Pursuant to the conflict of interest policy, in a conflict of interest with a listed subsidiary, Banco Santander, as the parent company, must consider the interests of all its subsidiaries and how these interests contribute to the long-term interests of both the subsidiaries and the Group as a whole, as well as the presence of minority shareholders in them. Subsidiaries should also consider the interests of Grupo Santander when making decisions within their remit.

Grupo Santander structures governance on a system of rules that guarantees proper oversight over subsidiaries. We have a Group subsidiary governance model that sets out the key rules for Group subsidiary relations and conflict of interest resolution mechanisms. For more details, see section 7. 'Group structure and internal governance'.

Banco Santander is the Group’s only company listed in Spain and, therefore, we are not required to have mechanisms in place to resolve conflicts of interest with other listed subsidiaries.

---

# 5. Senior management team

The table below shows the profiles of Banco Santander’s senior management team (Senior Executive Vice Presidents). It does not include executive directors, whose profiles are in section 4.1 'Our directors'.

**Daniel Barriuso**
GLOBAL HEAD OF RETAIL & COMMERCIAL BANKING AND GROUP CHIEF TRANSFORMATION OFFICER
Daniel Barriuso joined Grupo Santander in 2017 as Global Head of Cybersecurity and Fraud Prevention. In 2023, he was named Senior Executive Vice President, Chief Transformation Officer, and Global Head of Retail and Commercial Banking. Previously, he had held several executive roles at BP, Credit Suisse and ABN AMRO.

**Juan Manuel Cendoya**
GROUP HEAD OF COMMUNICATIONS, CORPORATE MARKETING AND RESEARCH
Juan Manuel Cendoya joined Grupo Santander in 2001 as Group Senior Executive Vice President (director general) and Group Head of the Communications, Corporate Marketing and Research division. In 2016, he was appointed Vice Chair of the board of directors and Head of Institutional and Media Relations of Santander España. Previously, he had been Head of the Legal and Tax department of Bankinter, S.A. He is a State Attorney for Spain.

**Julia Bayón**
GROUP CHIEF AUDIT EXECUTIVE
Julia Bayón joined Grupo Santander in 1994 and was Head of Banesto’s International and Wholesale Banking legal service from 2001 to 2013, when she moved on to running the legal service for Global Transaction Banking, Credit and Restructuring at Banco Santander. In 2016