# Corporate Governance Deck May 2026 # INDEX 01. SANTANDER AT A GLANCE 02. CORPORATE GOVERNANCE 03. 2026 DIRECTORS' REMUNERATION POLICY 04. RISK MANAGEMENT AND COMPLIANCE 05. SUSTAINABILITY 06. 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 ## Diversified and balanced shareholder structure Share capital distribution by geography$^1$ - **Europe**: 71.57% - **Americas**: 27.31% - **Rest of the world**: 1.12% ## 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. $^1$ 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 LR 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 Value V[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, Risk & Compliance. $^1$ 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. | Metric | Result | | --- | --- | | 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 (Every year$^1$):** +6% YoY - **Reducción de costes (Every year$^1$):** -1% YoY - **Increasing underlying RoTE:** +0.5pp YoY - **Higher value creation$^2$:** +19% YoY - 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 - **Shares**: 14,689,319,502 ## Shareholder distribution by geography - **Europe**: 82.08% - **The Americas**: 17.55% - **Rest of the world**: 0.37% ## Share ownership - **Institutional investors**: 65.71% - **Retail shareholders**: 32.95% - **Board of directors$^1$**: 1.34% *Source: Data obtained from Santander Shareholder's Register Books as at 31 March 2026. $^1$ 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; €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. *Note: 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).* # 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. - **Profitable growth**: Profit >€20bn by 2028; RoTE >20%. - **Shareholder remuneration**: Payout 50%; Cash DPS >x2 by 2028$^1$. Increase cash dividend payout to 35% from 2027. - **Reinvesting capital organically**: >20% RoTE. - **TNAVps + DPS**: Accelerating to High teens by 2028 & Double-digit EPS annual growth 2026-2028. # 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 (€ constant)**: c.135 (from 130 in 2025) - **Cost per active customer (€ constant)**: c.220 (from 264 in 2025) - **Revenue up 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 Our unique business model and ONE Transformation, powered by our network businesses, will drive a new paradigm of growth and capital allocation. - **Drivers**: Scale, Customer focus, Diversification + Customer growth, ONE Transformation, Network businesses. - **Result**: Revenue up & Costs down (every year$^1$) = Increasing RoTE & Higher Value Creation. # 02 Corporate Governance # 2.1 Core strengths in our corporate governance and priorities for 2026 - **Active engagement of our shareholders**: Broad and balanced shareholder structure; 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; strong committee structure; good long-standing practices. - **Maximum transparency**: We constantly review and improve our public corporate governance information. - **Best practices**: We are committed to rigorous compliance with supervisory recommendations. ## Priorities for 2026 - **Long-term shareholder value and disciplined capital allocation**: Monitor execution of 2026 Investor Day targets. - **Global-local operating model and transformation**: Oversee progress with structural efficiency and AI integration. - **Risk oversight**: Identify and mitigate risks within appetite (Risk Pro), ensuring operational resilience. - **People & Culture**: Evolve talent management and remuneration to reflect strategic priorities. - **Governance effectiveness**: Constant review of arrangements and committee composition. # 2.2 Engagement with our shareholders Shareholders are at the top of the decision-making process. - **Completely virtual 2026 AGM**: 71.72% quorum (highest in 30 years); 98.5% average support. Fully virtual meetings enhance participation, are secure, and consistent with sustainability strategy. - **Ongoing engagement**: Meetings with key investors, quarterly results, investor days, roadshows, 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, independent) - **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 (Bylaws mandate 12-17). - **Geography of origin**: 5 (Diversity of provenance: Continental Europe, US, UK, Latam, other). - **Women**: 40% representation. - **Independent board members**: 66.67% ensures freedom in decision-making. # 2.5 Separate roles and responsibilities - **Role of Executive Chair**: Highest-ranking executive, responsible for long-term strategy (tech, digital engines like PagoNxt/Openbank), and other corporate functions (T&O, Data & AI, People, etc.). Leads appointment/succession of senior management. - **Role of Chief Executive Officer**: Day-to-day management of business units (local/global businesses), reports to the board. Responsible for regulatory & supervisory relations and sustainability policy embedding. - **Role of Lead Independent Director**: Facilitates dialogue among independent directors, holds private meetings without executive directors present. Directs evaluation of the Chair, engages with shareholders, and can call board meetings. # 2.6 Continued improvements of corporate governance - **Adequate board refreshment**: 3-year term, 1/3 submitted for re-election annually. - **Board effectiveness review**: Yearly assessment, includes external consultant review every three years. - **Effective and robust succession processes**: Conforms to regulatory requirements. Appointment of Deborah Vieitas at 2026 AGM. - **Transparency**: Clear disclosures, Board Skills & Diversity Matrix. - **Best practice**: Compliance with CNMV Code of Good Governance and EBA/ESMA guidelines. # 2.7 Group subsidiary governance model Best practices on robust governance are channelled to all subsidiaries through: - **Group presence**: On the subsidiaries' boards of directors. - **Reporting**: CEO/Country Heads report to the Group CEO and Executive Committee. - **Interaction**: Reporting to Group and interaction between management/support functions. # 2.8 Group-subsidiary interaction - **Best practices**: Talent sharing across the whole Group. - **Frameworks**: Common set of corporate frameworks and policies adapted to local market conditions. - **Synergies**: Identifying synergies and economies of scale. - **Initiatives**: Implementation of new group-wide and local initiatives. - **Collaboration**: Continuous collaboration and daily interaction between local and corporate teams. - **Resilience**: Multiple point of entry structure. # 03 2026 directors' remuneration policy # 3.1 Directors' remuneration Compensation with broad support from shareholders (95.66% in favor at 2026 AGM). ## Components - **Compensation of board members in their capacity as such**: Annual allowance and attendance fees. - **Compensation of directors for the performance of executive duties**: Fixed and variable compensation. ## General principles Aligned with shareholder/customer interests, focusing on long-term value creation, solid capital base, and risk management. # 3.2 Remuneration components - **Board members in their capacity as such**: Annual allowance and attendance fees. 5% increase for 2026 approved based on market benchmarking. Set within a maximum limit of €6 million. - **Executive Directors**: Fixed and variable compensation. Fixed includes salary, pension systems, supplement for Executive Chair, and perks. 2026 AGM approved a 5% increase in gross annual salaries and target bonuses for 2026, citing record results and upcoming strategic cycle (TSB/Webster acquisitions). # 3.3 Variable remuneration of executive directors Aligned with: - **Our strategic goals**: Short-term metrics (active customers, costs, capital generation, RoTE) and long-term (RoTE, TSR, ESG). - **Shareholder interests**: 60% of variable remuneration in instruments (shares/RSUs). 5-year deferral period. 3-year share retention policy unless holding threshold met. TSR threshold set at 50th percentile. - **Regulatory requirements**: Including malus and clawback policies. # 3.4 Variable compensation scheme for executive directors Variable compensation is deferred over five years and linked to short and long-term objectives. * **2026 AWARD Component**: * **Upfront (40%)**: Feb N+1 * **Deferred (60%)**: N+2 (10%), N+3 (10%), N+4 (13.33%), N+5 (13.33%), N+6 (13.33%) * **Cash/Shares split**: 40% Cash, 60% Shares (subject to 1-year retention after vesting). * **Long-term targets**: Additionally subject to rTSR (50%), ROTE (30%), Sustainability (20%) at N+4, N+5, N+6 stages. * **Clawback**: Malus/Clawback clauses apply. # 3.5 Executive directors' remuneration for 2026 - **Bonus Scorecard (Quantitative 100%)**: Transformation (40%), Capital generation (25%), Sustainable Profitability/RoTE (35%). - **Qualitative (±25%)**: Compliance and Risk (±15%), Performance vs. Market (±10%). - **Multi-year metrics (Weights)**: Relative TSR (50%), RoTE (30%), Sustainability (20%). - **Sustainability action lines (2026-2028)**: Women in senior positions, Financial inclusion, Sustainable business (raised/facilitated). # 3.6 Executive directors' remuneration Total remuneration as % of underlying attributable profit has trended from 0.48% in 2013 down to 0.17% in 2025, a total reduction of -65%. # 04 Risk management and Compliance # 4.1 Principles and risk culture - **All employees are responsible for risk management**: Must understand risks in daily activities. - **Senior management involvement**: Promotes consistent risk management and appetite oversight. - **Independence of risk control**: Operates via three-lines-of-defence model. - **Holistic, forward-looking approach**: Covers all material risk types across multiple time horizons. - **Corporate oversight**: Minimum standards set for all subsidiaries. *Solid risk culture - Risk Pro: One of the pillars of the Group's culture.* # 4.2 Risk and Compliance governance - **Three lines of defence**: 1. **Risk Taking**: Business units establish the environment for managing risk. 2. **Risk Control & Oversight**: Independent risk and compliance functions (GCRO and GCCO have direct access to board). 3. **Risk Assurance**: Internal Audit provides independent assurance. ## Committee structure - **Board of Directors** -> **Board Executive Committee** (Chair: CEO) / **Board Risk Committee** - **Board Executive Committee** -> **Executive Risk Committee** - **Board Risk Committee** -> **Risk and Change Control Committee** (Chair: GCRO), **Compliance Committee** (Chair: GCCO) # 05 Sustainability # 5.1 Our sustainability strategy - Inclusive culture and learning for employees. - Trusted partner for customers (financial inclusion, responsible practices). - Low-carbon economy transition support. - Community development (Education, Employability, Entrepreneurship). - Act responsibly (Governance and Conduct). # 5.2 Responsible culture Our Way is the Santander Way... Living our Values of Simple | Personal | Fair. Corporate Behaviours: - **T**: Think customer - **E**: Embrace change - **A**: Act now - **M**: Move together - **S**: Speak up Leadership principles: "Group First", Lead transformation, Grow talent, Display T.E.A.M.S., Drive inclusive culture. # 5.3 Highlights - **CIB (Green finance)**: €181 bn towards €220bn target by 2030. Project finance #1 bank. - **Consumer**: Electric vehicles €2.44 bn in Q1'26. - **Wealth**: 24% of SRI AuMs. - **Financial inclusion**: 6.3 mn people (0.8 mn new). Microcredits €320 mn in Q1'26. - **Community support**: Santander universities €322 mn; 789,368 people helped in Q1'26. - **Corporate Governance**: 40% women. # 5.4 Sustainability Governance - **Board of directors**: Overall strategy. - **Committees**: - **Risk supervision, regulation and compliance committee**: Risk appetite/ESG risk integration. - **Audit committee**: Financial/non-financial statement review. - **Responsible banking, sustainability and culture committee**: Strategy design, policy/ESG integration. - **Executive management level**: Risk & Change, Accounting/Financial, Sustainability/Reporting functions. # 5.5 Corporate policies related to Sustainability - **Key policies**: Responsible banking corporate framework; Accounting and Financial Reporting/Management/Sustainability info framework; Responsible banking and sustainability policy; Responsible banking model. - **Other policies**: Conduct Risk with Customers, Third-party certification, Sensitive activities, General code of conduct, Tax policy, Policy on contributions for social purpose, Global health/safety/wellbeing, Corporate Cybersecurity, Conflicts of interest, Global mobility, Defense Sector Policy. # 5.6 Inclusive and sustainable growth - **Low-carbon transition**: Financing renewables, measuring footprints, reducing scope 1/2 emissions by c.88% since 2011. - **Wealth Management**: Socially Responsible Investment (ESG criteria). - **Financial inclusion**: Supporting access to credit and financial education. - **Communities**: Santander Universities, Universia, local social programs. - **ESG risk management**: Due diligence on social/environmental factors in clients' activities. # 5.7 Aiming to align our activity with the Paris Agreement goals ## Alignment targets$^A$ | Sector | Metric | Baseline | 2022 | 2023 | 2024 | 2030 targets | | --- | --- | --- | --- | --- | --- | --- | | Power generation | kgCO₂/MWh | 2023 | - | 149 | 88 | 102-124 (-32/-17%) | | Oil & Gas | tCO₂FS/TJ | 2023 | - | 3.08 | 3.15 | 2.31-3.03 (-25/-2%) | | Steel | tCO₂FS/tS | 2023 | - | 1.47 | 1.51 | 1.17-1.28 (-20/-13%) | | Auto manufacturing | gCO₂S/vkm | 2023 | - | 135 | 128 | 80-98 (-41/-27%) | | Auto lending Europe$^D$ | gCO₂FS/vkm | 2022 | 137 | 133 | 129 | 70-109 (-49/-21%) | *Thermal coal: Phase-out targets to eliminate exposure by 2030 to power generation customers with a revenue dependency on coal of over 10% and thermal coal mining.* ## Monitoring of other portfolios | Sector | Metric | 2023 | 2024 | | --- | --- | --- | --- | | Primary energy mix | tCO₂e/TJ | 45.1 | 42.0 | | Aviation | gCO₂e/RPK | 83.0 | 78.0 | | Comercial Real state$^E$ | kgCO₂e/m² | 22.89 | 26.14 | | Mortgages$^F$ | kgCO₂e/m² | 21.06 | 19.00 | | Agriculture$^G$ | mtCO₂eF | 8.41 | 7.12 | # 5.8 Embedding climate change into our risk management Materiality assessment (September 2025 pre-mitigation, EUR billion): - **Total Environmental Sectors**: 191 (CIB) / 645 (Others) - **Total**: 249 / 821 *Risk level: Very high, High, Medium, Moderately low, Low (Color-coded).* # 5.9 External recognition of our progress - **ESG rating agencies**: Sustainalytics (Negl Risk), CDP (Leadership A-), MSCI (AA), ISS (C+). - *Highlights in 2025*: Maintained leadership positions. # 06 Annexes # 6.1 Board skills and diversity matrix (Full table tracking all 15 members across Thematic Skills, Horizontal Skills, Diversity, and Board Tenure categories). # 6.2 Board and committees composition by type of director - **Board of directors**: 13.33% Executive, 66.67% Independent, 20% Other external. - **Executive committee**: 40% Executive, 20% Independent, 40% Other external. - **Audit committee**: 100% Independent. - **Nomination committee**: 100% Independent. - **Remuneration committee**: 80% Independent, 20% Other external. - **Risk supervision, regulation and compliance committee**: 60% Independent, 40% Other external. - **Responsible banking, sustainability and culture committee**: 100% Independent. - **Innovation and technology committee**: 28.57% Executive, 57.14% Independent, 14.29% Other external. # 6.3 Board committees Summary of seven board committees (Executive, Audit, Nomination, Remuneration, Risk, Responsible Banking, Innovation) and the International Advisory Board. *Comparison of number of meetings held in 2025$^A$: Board (13), Executive (23), Audit (15), Nomination (9), Remuneration (9), Risk/Comp (14).* # 6.4 External advisory board Prominent leaders providing insight into innovation, digital transformation, cybersecurity, capital markets, and regulation. (Members listed: Sheila C. Bair, Francisco D'Souza, Carolyn Everson, etc.) # 6.5 Glossary Key definitions for terms ranging from ADR, AuM, CET1, RoTE, to T&O.