# Corporate Governance Deck May 2026 # INDEX 1. SANTANDER AT A GLANCE 2. CORPORATE GOVERNANCE 3. 2026 DIRECTORS' REMUNERATION POLICY 4. RISK MANAGEMENT AND COMPLIANCE 5. SUSTAINABILITY 6. ANNEXES # Clear and robust corporate governance to ensure a long-term sustainable business model ## Our governance bodies * **Annual general meeting**: Active engagement with our shareholders in the AGM * **Board of directors**: Defines the strategy and oversees its execution and the management of the Group * **Board committees**: Robust committee structure to support the board ## 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. ## Diversified and balanced shareholder structure **Share capital distribution by geography$^1$** * Europe: 71.57% * Americas: 27.31% * Rest of the world: 1.12% $^1$ Data as of 31 March 2026 # 01 Santander at a glance # 1.1 Our corporate culture The Santander Way remains unchanged to continue to deliver for all our stakeholders. * **Our purpose**: To help people and businesses prosper * **Our aim**: To be the best open financial services platform, by acting responsibly and earning the lasting loyalty of our people, customers, shareholders and communities * **Our how**: Everything we do should be Simple, Personal and Fair ```mermaid graph TD A[a motivated
engaged and
talented team] --> B[generates
customer
loyalty] B --> C[creating
strong financial
results for our
shareholders] C --> D[enabling us
to support our
communities] D --> A subgraph "WE CREATE
VALUE FOR ALL" end ``` # 1.2 Santander business model Our business model based on unique competitive advantages is the foundation for generating value for our shareholders. * **Customer focus**: Digital bank with branches * **Scale**: Global & in-market * **Diversification**: Business, Geographical, Balance sheet Leveraging our unique business model and network effects. # 1.3 Our three tenets We are in a phase of value creation, driven by higher profitability underpinned by three tenets. * **Think Value**: Delivering double-digit value creation, on average through-the-cycle * **Think Customer**: Building a digital bank with branches with well-targeted products and services to grow our customer base * **Think Global**: Leveraging global and in-market scale, network and tech to deliver world-class services and accelerate profitable growth # 1.4 Group structure in 2025 **Primary segments (Global Businesses)** Retail | Openbank | CIB | Wealth | Payments **Secondary segments** Spain | Portugal | US | Brazil | Argentina | UK | Poland$^1$ | Mexico | Chile | DCB Europe **Group functions and Corporate Centre activities** Internal Audit | Strategy & Sustainability | Corporate Development & Financial Planning | Comms & Marketing | General Secretariat | Technology & Operations | Data & Artificial Intelligence | People, Culture & Organization | Universities | Financial Accounting & Control | Finance | Regulatory & Supervisory Relations $^1$ On 9 January 2026, Banco Santander and Erste Group Bank AG (Erste) announced the completion of the sale of Santander Bank Polska (Santander Poland), following the receipt of all required regulatory approvals and fulfilling the conditions for closing. This sale had been disclosed in May 2025. # 1.5 Q1'26 A strong start to 2026 with another record quarterly profit. * Continued growth, backed by 8 million new customers YoY and good activity levels * Strong operating performance and profitability on the back of ONE Transformation * Solid balance sheet with robust credit quality and strong organic capital generation * Capital productivity and disciplined capital allocation are driving shareholder value creation * Revenue: €15.1 bn (+4%) * Underlying profit: €3.6 bn (+12%) * Efficiency: 42.8% (-3.0pp) * Underlying RoTE: 15.2% (+0.5pp) * CoR: 1.14% (+2bps) * CET1: 14.4% (+1.5pp) * Underlying EPS: +17% * TNAVps + DPS: +19% Note: YoY changes. In constant euros: Q1’26 revenue +6% and Q1’26 underlying profit +14%. TNAVps + Cash DPS includes the €11.00 cent cash dividend per share paid in May 2025, the €11.50 cent cash dividend per share paid in November 2025 and the €12.50 cent cash dividend approved in March (to be paid from 5 May), all forming part of our shareholder ordinary remuneration policy against 2024 and 2025 results. # 1.6 Delivering targets Our unique business model, ONE Transformation and network businesses are driving profitable growth and value creation. * Revenue up (+6% YoY every year$^1$) * Reducción de costes (-1% YoY every year$^1$) * Increasing underlying RoTE (+0.5pp YoY) * Higher value creation (+19% YoY$^2$) * M&A execution and integration: Poland disposal at x2.2 TBV * Leveraging Tech & AI: AI business value generated €35mn in Q1’26 * Disciplined capital allocation driving best-in-class profitability: Front book RoTE 21% $^1$ In constant euros and like for like (excluding Poland in 2025 and announced bolt-ons). $^2$ Value creation measured as TNAVps + cash DPS. # 1.7 Shareholder structure 3.5 million shareholders worldwide support our strategy. * **Shareholders**: 3,503,270 * **Europe**: 82.08% * **The Americas**: 17.55% * **Rest of the world**: 0.37% **Shares**: 14,689,319,502 * Institutional investors: 65.71% * Retail shareholders: 32.95% * Board of directors$^1$: 1.34% $^1$ Shares owned or represented by directors. # 1.8 Shareholder remuneration Remuneration in relation to the 2025 results and excess capital. * **PAYOUT$^1$**: c.50% of the Group's net reported profit * **CASH DIVIDEND**: €11.5 cents per share (€1,700 million, in November 2025) and €12.5 cents per share (~€1,820 million, in May 2026). TOTAL: €24 cents per share (~€3,250mn) * **THE BUYBACK PROGRAMME**: 1st Programme: €1,700 million. 2nd Programme$^3$: ~€5,030 million, of which: ~€1,830 million, net reported profit; €3,200 million, extraordinary buyback. * €10 billion to share buybacks in relation to the 2025 and 2026 results, as well as capital excess$^2$. # 1.9 Share Performance Santander share vs. DJ Stoxx Banks Index since the 2015 Investor Day. Source: Bloomberg from 30 September 2015 to 31 March 2026. Total Shareholder Return in euros. # 1.10 Investor Day 26 Financial North Star: 2026 – 2028 targets. * **Strength**: CET1 c.13% (12-13% operating range). Excess >13% to be returned at the end of the plan. * **Shareholder remuneration**: Payout 50%. Cash DPS >x2 by 2028$^1$. Increase cash dividend payout to 35% from 2027. * **Profitable growth**: Profit >€20bn by 2028. RoTE >20%. * **Reinvesting capital organically**: >20% RoTE. * TNAVps + DPS: Accelerating to High teens by 2028. * Double-digit EPS annual growth: 2026-2028. $^1$ Vs. 2025. # 1.11 Investor Day 26 Key Operational Targets: 2028 targets. * Customers: >210mn (from 180mn in 2025). * Active customers: c.125mn (from 106mn in 2025). * Fees per active customer: c.135 € constant (from 130 in 2025). * Cost per active customer: c.220 € constant (from 264 in 2025). * Revenue up MSD and total costs down every year$^1$ on the back of ONE Transformation. * Gravity & One App serving >80% of retail customers. # 1.12 Investor Day 26 One Transformation: Our unique business model and ONE Transformation, powered by our network businesses, will drive a new paradigm of growth and capital allocation. * Scale + Customer focus + Diversification + Customer growth + ONE Transformation + Network businesses = Revenue up & Costs down every year$^1$ → Increasing RoTE & Higher Value Creation. * Leveraging Tech & AI. * M&A execution. * Disciplined capital allocation driving best-in-class profitability. # 02 Corporate Governance # 2.1 Core strengths in our corporate governance and priorities for 2026 * **Active engagement with our shareholders**: Broad and balanced shareholder structure. Our shareholders participate in our corporate governance. * **Effective board of directors**: Majority of independent directors. Balanced, qualified and diverse composition. Separate and complementary roles of Executive Chair and CEO, and leadership of our Lead Independent Director. Strong committee structure supporting the board. Good long-standing practices in corporate governance and embedded in our Board Regulations. * **Maximum transparency and improvement of our public information**: We constantly review and improve our public corporate governance information. * **We follow national and international corporate governance best practices**: We are committed to rigorous compliance with supervisory recommendations. **Priorities for 2026** * Long-term shareholder value and disciplined capital allocation * Global-local operating model and transformation * Risk oversight * People & Culture * Governance effectiveness # 2.2 Engagement with our shareholders Shareholders are at the top of the decision-making process. ```mermaid graph TD A[Annual General Meeting
Annually] B[Board of directors
typically monthly] C[Board Committees
typically monthly] D[Executive Committee
typically biweekly] A --> B B --> C C --> D ``` * **Completely virtual 2026 AGM**: In 2026 we held a completely virtual meeting. The quorum was 71.72%, the highest in the last 30 years to date, and the average percentage of support for all proposals was 98.5%. * **Ongoing engagement**: Banco Santander also maintains ongoing engagement with shareholders and investors throughout the year, through meetings between the coordinating director and key investors, quarterly results presentations, investor days, and other activities such as roadshows, events, and quality studies and surveys. # 2.3 Board members * **Ana Botín**: Executive Chair, Executive director * **Héctor Grisi**: CEO, Executive director * **Glenn Hutchins**: Vice Chair and Lead Independent Director, Non-executive director (independent) * **José Antonio Álvarez**: Vice Chair, Non-executive director * **Carlos Barrabés**: Member, Non-executive director (independent) * **Javier Botín**: Member, Non-executive director * **Sol Daurella**: Member, Non-executive director (independent) * **Henrique de Castro**: Member, Non-executive director (independent) * **Germán de la Fuente**: Member, Non-executive director * **Gina Díez Barroso**: Member, Non-executive director (independent) * **Luis Isasi**: Member, Non-executive director * **Belén Romana**: Member, Non-executive director (independent) * **Deborah Vieitas**: Member, Non-executive director (independent) * **Pamela Walkden**: Member, Non-executive director (independent) * **Antonio Weiss**: Member, Non-executive director (independent) * **Jaime Pérez Renovales**: General Counsel and secretary of the board # 2.4 Board composition * **Number of directors**: 15 (The Bylaws dictate that the board must be composed of no less than 12 and no more than 17 members.) * **Geography of origin**: 5 (Diversity of geographical provenance. Continental Europe, US, UK, Latam and other.) * **Women**: 40% (Since November 2019, the board counts with a 40% representation of women.) * **Independent board members**: 66.67% (An independent director-majority ensures that the board can make decisions freely.) # 2.5 Separate roles and responsibilities * **Role of Executive Chair**: The Chair is the highest-ranking executive in Grupo Santander and its main representative with regulators, authorities and other major stakeholders. She is responsible for the long-term strategy of the Group, including new tech and digital growth engines, namely PagoNxt and Openbank. * **Role of Chief Executive Officer**: 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. * **Role of Lead Independent Director**: The Lead Independent Director's role includes facilitating 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. # 2.6 Continued improvements of corporate governance * **Adequate board refreshment**: Directors are appointed for a 3-year term. 1/3 of the board is submitted for re-election each year. At the end of April 2026, the average tenure of independent directors is 5.13 years. * **Board effectiveness review**: Yearly assessment of its performance and effectiveness, composition, quality of its work, and individual performance of its members. * **Effective and robust succession processes**: Our succession process conforms to regulatory requirements and industry best practice. * **Maximum transparency and improvement of public disclosures**: Constant improvement of our corporate governance disclosures. * **At the national and international forefront of best practice**: We follow the recommendations of the supervisory authorities and the guidelines of national and international organizations. # 2.7 Group subsidiary governance model The Group-subsidiary governance model enhances control and oversight through: * **A**: Group presence on the subsidiaries' boards of directors, establishing guidelines for board and committee structure, dynamics and effectiveness. * **B**: Reporting of the CEO / Country Heads to the Group CEO and Group executive committee. * **C**: Reporting to Group and interaction between them. # 2.8 Group-subsidiary interaction We are a truly global-local organization, where countries remain ultimately responsible for achieving budget, customer and commercial strategy and financial delivery, and Global businesses are responsible for defining the common business and operating model, setting objectives, and identifying and managing global technology platforms and product factories. * Best practices and talent sharing across the whole Group and between subsidiaries is key to our success. * Multiple point of entry structure that has proved to be a key resilience instrument and is a result of our diversification strategy. * Continuous collaboration and daily interaction between local and corporate teams. * A common set of corporate frameworks and policies across the Group adapted to local market conditions. * Identifying synergies and economies of scale across the Group. * Definition and implementation of new group-wide and local initiatives to keep developing our management and control model. # 03 2026 directors' remuneration policy # 3.1 Directors' remuneration * **Compensation with broad support from our shareholders**: The director remuneration policy is included each year as a separate item on the AGM. At the 2026 General Meeting, our shareholders approved the policy with 95.66% of votes in favor. * **General principles**: The remuneration of directors in their capacity as such is determined based on the positions held by each director within this collegiate decision-making body, their membership in and attendance at various committees, as well as other objective circumstances that the board may take into account. The remuneration of directors for the performance of executive functions is aligned with the interests of shareholders and customers, focuses on long-term value creation, and is compatible with rigorous risk management and the company's long-term strategy, values, and interests, as well as with maintaining a solid capital base. * **Components of the remuneration**: Compensation of board members in their capacity as such (annual allowance and attendance fees) and Compensation of directors for the performance of executive duties (fixed and variable compensation). # 3.2 Remuneration components * **Board members in their capacity as such**: The remuneration components are an annual allowance and attendance fees. For 2026, the board of directors, on the remuneration committee’s recommendation, approved a 5% increase (in respect of 2025) to the annual allotments for the board and its committees. * **Executive Directors**: They receive fixed and variable compensation. As part of their fixed compensation, they receive a gross salary consistent with their level of responsibility within the Bank, with the goal of retaining professionals and attracting the best talent. Other fixed components include pension systems and other benefits and perks. # 3.3 Variable remuneration of executive directors Aligned with: * **A: Our strategic goals**: For greater alignment with shareholder value creation and to boost the capital generation, short-term metrics used in the bonus framework are: active customers, costs, capital generation and RoTE. Long-term targets remain the same with Return on tangible equity (RoTE), relative total shareholder return (TSR) and ESG metrics. * **B: Shareholder interests**: 60% of all variable remuneration is in instruments. Share retention policy: 3 years after delivery of shares, unless the director already holds 200% of their annual fixed remuneration in shares. 60% of variable remuneration is deferred over a 5-year period. The minimum threshold of the relative TSR for this metric is set at the 50th percentile. * **C: Regulatory requirements**: Including malus and clawback policy. # 3.4 Variable compensation scheme for executive directors Variable compensation is deferred over five years and is linked to short and long-term objectives. * Upfront (Feb N+1): 40% (20% Cash, 20% Shares) * Deferred: N+2 (10%), N+3 (10%), N+4 (13.33%), N+5 (13.33%), N+6 (13.33%) * Additionally subject to long-term goals achievement: rTSR 50%, ROTE 30%, Sustainability 20% * Malus/Clawback clauses # 3.5 Executive directors' remuneration for 2026 How we include sustainability metrics in variable compensation: * **Quantitative 100%**: Transformation (40%), Capital generation (25%), Sustainable Profitability (RoTE) (35%) * **Qualitative ±25%**: Compliance and Risk (±15%), Performance vs. Market (±10%) * **Variable compensation linked to multi-year metrics**: Relative TSR (50%), RoTE (30%), Sustainability (20%) * **Sustainability action lines included (2026-2028)**: Women in senior positions, Financial inclusion, Sustainable business - Business raised and facilitated # 3.6 Executive directors' remuneration Total remuneration as % of underlying attributable profit: 2013: 0.48% 2014: 0.41% 2015: 0.41% 2016: 0.39% 2017: 0.37% 2018: 0.32% 2019: 0.29% 2020: 0.23% 2021: 0.27% 2022: 0.23% 2023: 0.19% 2024: 0.18% 2025: 0.17% Total reduction: -65% # 04 Risk management and Compliance # 4.1 Principles and risk culture Our risk management and control principles are mandatory and consider regulatory requirements and best market practices. * **All employees are responsible for risk management**: They must understand the risks arising from their activities and take ownership for managing them. * **Senior management involvement**: Through conduct, actions and communications, senior management promotes consistent risk management, fosters our risk culture, and oversees that the risk profile remains within the appetite set. * **Independence of risk control and management functions**: Risk management and control functions operate independently according to our three-lines-of-defence model with clearly defined roles and responsibilities. * **Holistic, forward-looking approach**: We take a comprehensive approach to risk management and control that extends to all businesses and risk types that may have a material impact. * **Corporate oversight of the risk management and control carried out by subsidiaries**: The corporation sets minimum risk management and control standards through reference documents. **A solid risk culture - Risk Pro**: One of the pillars of the Group's culture - The Santander Way. It represents, above all, the individual responsibility of each employee for the risks they assume in their daily work and their contribution to identifying, assessing, and managing them appropriately and responsibly. # 4.2 Risk and Compliance governance Promotes proper segregation and distribution of functions among the three lines of defense to manage risks effectively. * **Risk Taking**: Business functions and other risk-generating functions make up the first line of defence. * **Risk Control & Oversight**: The second line of defence, comprising the risk and compliance functions, independently oversees and challenges the risk management activities performed by the first line. Both the GCRO and GCCO are responsible for the second line of defence. * **Risk Assurance**: Internal audit is a permanent and independent function, whose objective is to provide the Management Body and the senior management with independent assurance. The GCAE is responsible for the third line of defence. **Risk and compliance committee structure**: * Board of directors * Board executive committee * Board Risk Committee * Executive risk committee (Chair: CEO) * Risk and Change Control Committee (Chair: GCRO) * Compliance Committee (Chair: GCCO) # 05 Sustainability # 5.1 Our sustainability strategy * Help our employees develop by promoting an inclusive culture and learning and providing fair working conditions. * Be a trusted partner to our customers, with products and services that adapt to their needs, while applying responsible practices, supporting their financial inclusion, and protecting their information. * Help our customers in meeting their goals in their transition to a low-carbon economy while also managing climate-related risks and impacts. * Contribute to the economic, financial and social development of our communities, with a special focus on Education, Employability and Entrepreneurship. * Act responsibly through a strong culture, governance and conduct. # 5.2 Responsible culture Our Way is the The Santander Way... Living our Values of Simple | Personal | Fair. Daily, through our Corporate Behaviours: T.E.A.M.S. (Think customer, Embrace change, Act now, Move together, Speak up). And, through our solid culture of Risk Management: risk pro. # 5.3 Highlights * **Creating value while addressing global challenges**: * **CIB**: Green finance (cumulative since 2019, €181 bn towards target of €220bn by 2030), Project finance Renewables (#1 bank worldwide). * **Consumer**: Electric vehicles (€2.44 bn in Q1'26). * **Wealth**: % of SRI AuMs over total AuMs (24%). * **Financial inclusion ahead of targets**: * Financial inclusion (#People): 6.3 mn of wich 0.8 mn new beneficiaries. * Microcredits: €320 mn in Q1'26. * **Community support**: * Santander universities: €322 mn. * People helped through scholarships and courses: 789,368 in Q1'26. * **Corporate Governance**: * Board gender composition: 40% women. # 5.4 Sustainability Governance * **Santander Group board of directors**: Sets the sustainability strategy and prepares annual accounts and management report. * **Committees**: Risk supervision, regulation and compliance committee, Audit committee, Responsible banking, sustainability and culture committee. * **Executive & management level**: Risk and change control committee, Accounting, financial management and sustainability information corporate committee, Sustainability, Risk, ESG Reporting and ESG businesses function. # 5.5 Corporate policies related to Sustainability * **Key policies**: Responsible banking corporate framework, Accounting and Financial Reporting, Management and Sustainability information framework, Responsible banking and sustainability policy, Responsible banking model. * **Other policies**: Conduct Risk with Customers Management Model, Conflicts of interest policy, Sensitive activities policy, Policy on contributions for social purpose, Global mobility policy, General code of conduct, Third-party certification policy, Tax policy, Corporate Cybersecurity Framework, Global health, safety and wellbeing policy, Defense Sector Policy. # 5.6 Inclusive and sustainable growth * **Help our customers in meeting their goals in their transition to a low-carbon economy**: Ambition to be a strategic partner. We set targets for most carbon intensive sectors. We support our customers in their transition to a low carbon economy. We've been measuring our environmental footprint since 2001. * **ESG Investing in Wealth Management & Insurance**: We promote Socially Responsible Investment. * **Financial inclusion**: Santander helps people to access financial services, to create or develop micro-enterprises through loans. * **Supporting communities**: Through Santander Universities and Universia we have created a network of universities. * **ESG factors risk management**: We take into account social and environmental aspects that may arise from our clients' activities. # 5.7 Aiming to align our activity with the Paris Agreement goals (Alignment targets and Monitoring of other portfolios data presented in tables) # 5.8 Embedding climate change into our risk management (Materiality assessment table for September 2025) # 5.9 External recognition of our progress * **ESG rating agencies**: Sustainalytics (Negl), CDP (A-), MSCI (AA). * **Highlights in 2025**: In 2025, we maintained our position in MSCI (AA) and Leadership level in CDP (A-). We scored 9.9 points in Sustainalytics, reaching its 'Negligible Risk' category, and remained in the C+ category in the bi-annual ISS assessment. # 06 Annexes # 6.1 Board skills and diversity matrix (Board skills and experience table) # 6.2 Board and committees composition by type of director * **Board of directors**: 13.33% Executive, 66.67% Independents, 20% Other external * **Executive committee**: 40% Executive, 20% Independents, 40% Other external * **Audit committee**: 100% Independents * **Nomination committee**: 100% Independents * **Remuneration committee**: 80% Independents, 20% Other external * **Risk supervision, regulation and compliance committee**: 60% Independents, 40% Other external * **Responsible banking, sustainability and culture committee**: 100% Independents * **Innovation and technology committee**: 28.57% Executive, 57.14% Independents, 14.29% Other external # 6.3 Board committees (Description of board committees and comparison of number of meetings held in 2025) # 6.4 External advisory board External advisory board whose members are non-directors but prominent and respected leaders who have extensive experience in the most important areas for the strategy of the Group. # 6.5 Glossary (List of abbreviations and terms used in the deck)