Banco Santander S.A. — Investor Presentation 2021

Jul 15, 2021

July 2021

Acquisition of Amherst Pierpont

Disclaimer

IMPORTANT INFORMATION Forward-looking statements

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No offer

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Third Party Information

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Delivering disciplined and consistent capital allocation…

…with a clear redeployment roadmap

(1) Subject to the board and, if applicable, the general shareholders' meeting adopting the pertinent resolutions regarding shareholder remuneration and dividend payment policy

Proposed transaction

• Santander Holdings USA to acquire 100% of Pierpont Capital Holdings LLC ("PCH"), parent company of Amherst Pierpont Securities ("APS"), a leading independent fixed-income broker dealer based in New York, for a total consideration of c.\$600 million (c.€500 million)
• The transaction is an outstanding opportunity to transform SCIB's(1) global franchise as it enhances its infrastructure and capabilities in US fixed income capital markets, bringing a management team with a strong track record, providing a platform for self-clearing USD fixed income securities globally, and growing our institutional client footprint in the US
• APS is a market leader in securitized products, including agency and non-agency residential mortgages securities, commercial mortgage securities and asset-backed securities, and is an active market maker in both the primary and secondary rates and credit markets.
• APS has a premier fixed-income and diversified structured products franchise with 230 highly experienced employees serving over 1,300 active institutional clients
• APS was designated a primary dealer of U.S. Treasuries by the Federal Reserve Bank of New York in 2019 and is currently the only non-rated, non-bank to hold that designation. These capabilities will strengthen Santander's CIB unique value proposition with European and LatAm clients
• APS has reported an average c.22% pre-tax margin (2)(3), and average c.15% ROE since 2016 (28% in 2020), and an estimated c.3% RoRWA in 2020
• The transaction, estimated to close by the end of 1Q22, is expected to be c.1% EPS accretive for Santander Group (4), and to have a -9 bps impact on CET1 and 11% ROIC(4)

APS: Leading US independent broker dealer

Overview of APS(1)

• Differentiated fixed income broker dealer with self-clearing capabilities and Primary Dealer designation
• Highly experienced management team with strong track record driving client growth
• Strong distribution platform with 1,300 active institutional accounts, of which c. 17% are middle-market accounts
• Solid risk culture
• Liquid balance sheet (\$14.3bn, 1Q21) with 94% of assets being FICC eligible and agency CMOs

Selected company & financial data(1)

Rationale for the transaction

Highly complementary acquisition that will transform SCIB's global franchise by strengthening our structuring and distribution capabilities in US fixed income capital markets and securitized products

Unique business opportunity:

• Only non-rated, non-bank that is a Primary Dealer for US Treasury auctions that will strengthen our value proposition with Santander's European and LatAm clients
• Self-clearing capabilities will allow Santander to internally clear USD denominated fixed income securities for the whole Group
• Grows CIB's institutional client footprint in US to the middle market where APS has strong presence
• US CIB business less balance sheet dependent with c.65% of APS revenue driven by non-interest income(1)
• Limited product and client overlap with current Santander US CIB operations reduces integration risk
• Significant potential revenue synergies from serving our diversified products to respective client bases
• Experienced management team with strong track record of growing clients and revenues

Thank you