Banco Santander, S.A. (BME:SAN)
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Apr 24, 2026, 5:44 PM CET
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AGM 2025

Apr 4, 2025

Speaker 3

[Foreign language]

Ana Botín
Executive Chair, Banco Santander

Good morning, ladies and gentlemen shareholders. The ordinary General Shareholders' Meeting of Banco Santander, called pursuant to law and the bylaws, is going to begin. The official announcement of the call to meeting was published on February 28th in the official gazette of the Commercial Registry in the newspapers Alerta and El Diario Montañes, on the website of the National Securities Market Commission, and on the bank's corporate website, santander.com, where it has been published until today. In addition, you all have access to the announcement of the call to meeting when registering as attendees at this meeting through the General Shareholders' Meeting platform to which you are connected. As you are all aware, the meeting is being held exclusively by remote means and therefore without the physical presence of shareholders or their proxy representatives or guests.

Pursuant to the provisions of law and regardless of the location of the presiding committee of the meeting, it is deemed to be held at the registered office. The meeting can be held in this format thanks to the ability under the law and the amendment of the bylaws approved in 2021 with majority support from the bank's shareholders. It also guarantees the effective participation of our shareholders, whose rights can be fully exercised with full and equal treatment. This way, shareholders located outside our borders or residing in places other than where the meeting is held do not have to bear the burden of having to travel to attend and participate at the meeting, as would do so who can easily attend in person. The virtual meeting is also consistent with Grupo Santander's digital transformation.

It is aligned with the practice of other large international companies, and it reduces both the cost and the environmental impact of this corporate event. The General Shareholders' Meeting platform through which you have connected to this meeting, developed over the last two decades, has sufficient guarantees, is technologically proven, and safeguards the exercise of the shareholders' rights at the same level as at an in-person or hybrid meeting. In any case, if any of you require assistance during the course of the meeting, you may write to the email address or call the shareholder helpline included in the announcement of the call to the meeting.

Furthermore, I want to inform you that a system has been made available so that those shareholders or their proxy representatives who, due to their personal circumstances, prefer to attend the general meeting from any of our branches and using a device provided by the bank, are able to do so. Various attendees at this meeting are making use of this additional option from our regional branches in Spain. I also notify the ladies and gentlemen shareholders that the minutes of this meeting will be notarially prepared. To that end, the notary, Mr. Rafael Aguirre Losada , who I have the pleasure of presenting to you, is present by means of a connection to the shareholders' meeting platform to perform his work.

The notary, who you can see on the screen broadcasting the meeting, has full access to such broadcast and to the General Shareholders' Meeting platform, by means of which he will be aware of all the actions taken by the attendees, including any presentations, proposal votes they may cast. The secretary has a floor to report the number of shareholders and attendees in the voting capital present in person and by proxy at these proceedings.

Jaime Pérez Renovales
Secretary, Banco Santander

The subscribed capital with voting rights is EUR 7,576,246,161, represented by 15,152,492,322 shares with a nominal value of EUR 0.50 each. The required quorum for the meeting to be declared validly in session on second call is 25%, equal to subscribed capital with voting rights of EUR 1,894,061,540.50, represented by 3,788,123,081 shares. The quorum data is projected for you to see. The data shows the presence at this meeting of a total of 187,343 shareholders present, 68.507%, out of which have 9.7%, and 372,595 who represent 64.585% are represented. Of the shareholders deemed to be present, who hold 0.971% of the subscribed capital with voting rights, are attending through the General Shareholders' Meeting platform, and a total of 187,764 shareholders who hold 3.23% of the subscribed capital with voting rights are shareholders who are deemed to be present, having cast distance votes prior to the holding of the meeting.

The full details of the quorum data I have just mentioned will be included within the notarial minutes.

Ana Botín
Executive Chair, Banco Santander

Pursuant to the information stated, a valid quorum is declared to exist for holding this general meeting on second call. As from this time, as stated in the announcement of the call to meeting and on the bank's website, the attendees may cast their vote, whether in favor, against, or blank, or abstain regarding the proposed resolutions relating to items one to eight on the agenda that the board submits for approval at this general meeting, including the proposal that is put to a consultative vote under item 7F on the agenda. Please remember that if the attendees do not take any action regarding the voting on the items on the agenda, it will be deemed that they vote in favor of the proposal on the agenda submitted to a vote in each case. The same rule will apply if they leave the meeting without expressly informing the notary.

If proposals are made regarding matters not included on the agenda, the attendees may cast their votes from the time that the secretary reads aloud said proposals. In any event, the period for voting by the attendees regarding all proposed resolutions, whether or not included on the agenda, shall come to an end when the secretary has finished reading the summaries of the proposed resolutions on the items on the agenda. The notary shall take note of the number and direction of the votes of the attendees and shall report it to the presiding committee to take into account in the proclamation of the voting results. As explained in the announcement of the call to the meeting, attendees have been able to send their presentations in audio or video format since 10:00 A.M. on April the 2nd, and they will be able to continue to do so during the meeting.

Attendees will also be able to submit presentations in writing. Presentations must comply with the law, the bylaws, and the rules and regulations of the board. Must be made through the presentation section on the General Shareholders' Meeting platform, where you are asked to indicate a summary or topic of your presentation and whether or not you are making a proposal that requires a vote at this meeting, and may be submitted until following the reports from the chair and the chief executive officer. The presentation of reports by the chairs of several of the committees of the bank's board has been completed, which will happen at approximately 1:50 P.M.

I remind those attending the meeting that you can view or listen to all the audio or video presentations that have been and are being made, as well as read those made in writing during the course of the meeting by accessing the presentation section on your screens. To facilitate access to these and to consult the ones that are being made in real time, you can see to the right of your screens on the shareholders' meeting platform a list with a list of presentations that are being submitted, organized according to the percentage shareholding of the participant. I will now give the floor to the notary for the appropriate legal purposes.

Hereafter, in order not to disturb the normal conduct of the meeting and without prejudice to the right to make presentations on the terms that I have explained and make the statements that they deem relevant, anyone who has reservations or objections with respect to the statements made regarding the number of shareholders and attendance or the capital present may communicate with the notary via the communications to the notary section of the General Shareholders' Meeting platform. The notary will take note of their comments and put them in the minutes. I give the floor to the notary.

Pursuant to Article 101 of the Regulations of the Commercial Registry, as notary for the meeting, I hereby advise the shareholders at the meeting that if any shareholder wishes to express reservations or objections with respect to the statements made regarding the number of shareholders in attendance or the capital present, they may do so at this time by communicating with me via the communications to the notary channel of the General Shareholders' Meeting platform, such that they can be collected in order to be recorded in the minutes. Thank you.

The secretary now has the floor.

Jaime Pérez Renovales
Secretary, Banco Santander

I remind you that the right to make presentations is limited to shareholders or proxy holders attending this meeting. Pursuant to the provisions of Article 17 of the Rules and Regulations for the General Shareholders' Meeting, each audio or video presentation must not exceed five minutes in length. If any of you wish your presentation to be recorded verbatim in the minutes of the meeting, you must expressly state so therein. In addition, in the case of an audio or video presentation, we kindly ask you to send it to us, if possible, in writing so the notary can verify the presentation when listening to you.

Following the completion of the presentations by the chairs of committees of the board, receipt of all the presentations, and therefore the end of the period to make presentations, there will be a summary of the content of all the presentations made by attendees authorized to do so. All of the presentations will remain available to the attendees on the General Shareholders' Meeting platform at all times and until the end of the meeting. I state for the record that two requests to exercise the right to receive information have been received prior to the holding of the meeting. The request, together with the responses sent by the bank, are available to you on the corporate website.

I also state for the record that all of the attendees have had access to the following documents on the corporate website of the bank, which has been accessible for mobile devices and PCs at least since February 28, the date of publication of the call to this general meeting.

One, the announcement of the call to the meeting, the text of the proposed resolutions to be submitted to the shareholders at the general meeting, together with the director's reports and any other documents to be issued in accordance with the applicable regulations, the 2024 individual annual accounts and director's report, including the non-financial information report and auditor's report, the 2024 annual report, which contains, inter alia, the 2024 consolidated annual accounts and auditor's report, as well as the consolidated director's report, which includes, inter alia, the consolidated statement of non-financial information and other sustainability information, together with the independent verification report, and the annual report on corporate governance, which includes the reports of the board committees, including the report on the director remuneration policy and the reports of the audit committee on related party transactions and on the independence of the auditor, the director remuneration policy, and the annual director remuneration report.

All of the aforementioned documents remain available on the bank's corporate website and have also been available to the shareholders at the registered office on the terms set forth in the announcement of the call to the meeting. Thank you very much.

Ana Botín
Executive Chair, Banco Santander

Furthermore, in relation to voting on the proposed resolutions, I remind you that pursuant to the provisions of Section 526 of the Spanish Capital Corporations Law, directors that have made or are in a similar situation to a public solicitation for proxies that have a conflict of interest and that have not received precise voting instructions shall not cast a vote corresponding to the shares represented thereby in relation, when applicable, to the proposals made by the board of directors under items 1C, 3B-3F, 7A-7D, and 7F. As stated in the proxy cards received, the General Secretary of the company shall cast a vote corresponding to said shares in his capacity as designated proxy representative for cases of conflict of interest in relation to those items in which a conflict exists.

Unless he himself is in a situation of potential conflict of interest, which will be the case in items 7C and 7D, and has not received precise voting instructions to that effect, in which case he shall abstain. Likewise, it is hereby declared that when voting on the proposal of the board of directors under item 7C of the agenda, and in accordance with the provisions of Law 10/2014, the voting rights of those shares whose direct or indirect holders benefit from this proposal may not be exercised in any case.

Finally, as regards to proposals relating to items on the agenda, pursuant to the provisions of the rules and regulations for the General Shareholders' Meeting, and given that the text of the proposals have been provided to the shareholders via the corporate website and is available on the General Shareholders' Meetings platform, there is no need for a prior complete reading of each of the proposals submitted to a vote. However, it is planned for the secretary to later provide a brief summary of the proposals that are submitted to the shareholders at this general meeting in relation to the items on the agenda. We will not present reports that I am sure will be of interest to you. Good morning once again, ladies and gentlemen, and welcome to the 2025 Banco Santander Annual General Meeting. Thank you all for joining us today.

This year, we're holding a fully virtual AGM broadcast live from our headquarters in Boadilla del Monte. Many large listed companies in Europe and the Americas already host meetings in this format, and we believe it is the most suitable way for a bank like Santander, with millions of shareholders all over the world, to ensure all shareholders have the same opportunities to participate and exercise their rights wherever they are. We last hosted the AGM virtually during the pandemic, and today, thanks to the necessary legislation and technology, we are able to do so again with an even better platform, allowing all shareholders to see, hear, or read each other's interventions with all the necessary governance and participation guarantees and with the support of the vast majority of our shareholders. Santander is a retail and consumer bank with a presence in 10 core markets in Europe and the Americas.

We aim to be the best open financial services platform. We meet our customers' financial needs, whether borrowing, making payments, managing savings, or insuring a home from start to finish through our global platforms and extensive branch network. In the era of Artificial Intelligence, we are transforming these businesses to offer better user-friendly products and services that are competitively priced by harnessing our technology and scale with over 170 million customers worldwide. We're simplifying processes, automating operations, investing in our people, and leveraging our global network to grow faster, boost efficiency, and create more value for our teams, customers, and for you, our shareholders. Furthermore, Santander's robust and transparent corporate governance follows the highest international standards. In 2024, we completed the transition of our lead independent director, Glenn Hutchins.

In his first year, Glenn has done an excellent job in engaging with other non-executive directors, key investors, and proxy advisors to align the bank's strategy with the interests of our shareholders and other stakeholders. 2024 was a historic year for Santander in terms of our results, capital, and the total remuneration we paid out to you, our shareholders. Once again, we achieved a record profit, earning EUR 12.6 billion, and we exceeded all our financial targets, as well as making significant strides with our three strategic pillars: Think Value, Think Customer, and Think Global. With the first strategic pillar, Think Value, How We Create Value for our Shareholders, we have met our objective to maintain double-digit average annual growth through the cycle in tangible net asset value plus dividend per share.

In the past two years, we've achieved average annual growth of 15%, which is higher than the average of our competitors. We were able to create this value thanks to meeting our 2024 objectives in line with the commitments we made at the 2023 Investor Day. Our disciplined capital allocation enabled us to achieve a CET1 fully loaded ratio of 12.8%, while increasing profitability to 16.3% ROTE. We also maintained our shareholder remuneration policy, paying out around 50% of profit. With these results, total shareholder remuneration reached an all-time high for Santander of close to EUR 3.6 billion, six times more than in 2014. We paid out almost half of that in a cash dividend. That was a charge against our 2024 earnings, which was up 19% year-on-year per share, and the other half in share buybacks.

From 2021 to the second 2024 buyback program, Santander has repurchased approximately 15% of its shares and returned almost EUR 6.5 billion to shareholders. In addition, shareholders have received EUR 9.6 billion in cash dividends, including the final cash dividend of EUR 0.11 per share that you will vote on today. In total, we have rewarded our shareholders with nearly EUR 32 billion from 2015- 2024, both years included. Regarding our second strategic pillar, Think Customer, how Santander puts the customer at the heart of everything we do, in 2024, we continue to build a digital bank with branches and major inroads to become the most profitable bank in our core markets.

Through our One Transformation Plan, we're combining technology and the talent of our teams to offer high-quality, fully digital products while ensuring that our branches provide the support and advice that our customers need, automating and digitalizing operational tasks to minimize the time we spend on them. We're also rolling out a new branch model across our footprint. The group now has 220 work cafés, which offer a better and more personalized service to our customers and non-customers. By combining innovation and a personal touch, we are squaring the circle. We make sure our customers have a unique experience with competitive prices, and we do so in a way that is profitable for our shareholders. A great example in 2024 was the launch of Zinia, which offers advanced digital consumer financing solutions, which we call checkout lending, in Germany through our partnerships with Amazon and Apple.

Against this backdrop, in 2024, we increased our customer base by 8 million- 173 million and grew active customers by 4%. Last but not least is our third strategic pillar, Think Global, how we're leveraging our diversification and global scale. One Transformation is our plan to harness the full potential of our global scale by combining our local leadership with the platforms we are deploying across the group. The goal is to roll out a common operating and business model with local flavor to serve our 173 million customers. The idea behind this plan is to foster collaboration between our five global businesses, what we call network collaboration, as well as to offer the best solutions and scale them in all our markets through our global technology platform. This way, we enhance customer experience while reducing the cost to serve, growing faster and continuing to increase profitability.

In 2024, network collaboration synergies between our five global businesses led to EUR 20 billion in revenue, which accounts for 32% of the group total. Allow me to briefly go over our performance and strategy in the five global businesses. 2024 was a pivotal year for Santander and our retail and consumer businesses in every market where we operate. In retail, we're making headway to become our customer's bank of choice. Our 147 million retail customers are increasingly signing up to our products and services through digital channels, with digital sales growing double digits. Our teams are focused on delivering value-added services, and we reduced our full-time non-commercial employees, FTEs, by 13% in 2024. In 2024, Santander was among the top three banks in terms of average customer satisfaction based on the net promoter score in eight of our 10 core markets.

We increased our ROTE in retail from 15.1%- 18.9%, raised the number of active customers by 4 million up to 79 million, grew revenue per active customer by 5%, and reduced the cost per customer by 3%. Our consumer business saw some notable achievements in 2024, including, for example, Drive, a fully digital vehicle purchasing platform in the U.S., where users can finance the purchase of a car from start to finish online, and the expansion of our leasing in Europe, the launch of Openb ank in the U.S. and Mexico. Openb ank in the U.S. has exceeded our expectations in the first few months and will allow us to keep growing profitably.

I am referring to the U.S. now, with over 90,000 customers brought on board and more than $3.5 billion in deposits in just five months, we are already optimizing our financing base in that market in the U.S. In addition, a few weeks ago, we announced our partnership with Verizon, the leading telecom company in the U.S. with 100 million customers, which will boost Openb ank's growth in the country. In Mexico, the comprehensive suite of everyday banking products includes interest-bearing accounts, debit and credit cards, and cash withdrawals at 10,000 Santander ATMs. In CIB, we have an originate-to-distribute model through which we rotate our assets to increase profitability. CIB leverages our local strength in countries such as Spain, Brazil, and Mexico with relationships with large companies and a fundamentally transactional business supported by specialized teams in financial advisory and capital markets in London and New York.

Our wealth business, with a double-digit revenue growth, generates a third of the group's total fees, including insurance and asset management. Assets under management climbed 13% to almost EUR 500 billion in 2024, with over EUR 100 billion in Spain and record net sales. In 2024, Euromoney Magazine named us the best international private bank in Latin America. Last, we have payments, which consolidates the group's payment factories, including cards, through innovative and efficient solutions. Our global account-to-account payment solution, Payments Hub, uses a single API to offer instant payments to our customers in the Eurozone, the U.K., and Mexico. We're rolling it out fully in Brazil and the U.S. in 2025, and we'll enable real-time connectivity between our banks and customers in the U.S. and Mexico before the year is out, something that will be differential. We have also already started offering this service to third-party banks.

In PagoNxt, our leading merchant acquiring platform, Getnet offers clients new global solutions, including, for example, a regional e-commerce API to offer payment acquiring and processing services to merchants in Brazil, Mexico, Argentina, and Chile. In 2024, Getnet processed 9.8 billion transactions globally. In Cards, our global platform, PLARD, manages over 15 million debit cards in Brazil. In the coming years, we will roll out PLARD in all the group's markets. With regards to sustainability, Santander has a clear purpose to help people and businesses prosper. I will share some data of what that means. In 2024 only, we helped finance the purchase of 3.7 million homes, with total lending amounting to EUR 350 billion. We allocated EUR 214 billion to help clients purchase other goods. We provided EUR 330 billion to help set up or grow companies, including over 530,000 SMEs and sole traders.

We financed the purchase of 4 million new cars in 2024 only. We have contributed close to EUR 11 billion in taxes in the markets in which we operate. In 2024, we achieved the target we set in 2019 to allocate over EUR 120 billion to green finance projects, and we did it 18 months early. We have mobilized almost EUR 140 billion since 2019 and continue to work on reaching our new target of EUR 220 billion by 2030. We retained our position as global leader in renewable energy by growing our green mortgage and sustainable vehicle portfolio by 20%. We also made considerable inroads, with our target to financially include 5 million people between 2025 and 2025, reaching 4.3 million people between 2025 and 2024. In 2024, we helped 1.3 million microbusinesses in Latin America that previously did not have access to financial services through microloans to help build their operations.

Finally, last year, 2.2 million people and businesses benefited from our investment of over EUR 100 million in higher education, entrepreneurship, and employability. We allocated almost EUR 63 million to social initiatives that drive financial education, culture, and support during humanitarian crises, such as the floods in Spain and Brazil, and the hurricane in Mexico, or the fires in Chile and Portugal. In the specific case of the flash floods in Valencia, we worked with over 60 organizations on the ground to help rebuild homes and schools, restart businesses, and provide grants for the most affected students to resume their courses. During the first months of 2025, we have seen increased geopolitical uncertainty and high volatility in the markets across the world. The current five-year growth forecast for the global economy stands at 3.1%, which is the lowest in, for 16 years.

The recent announcements in the U.S. regarding tariffs reflect an escalation in trade tensions. As a bank, our focus is on helping clients navigate the volatility, and we are committed to doing that. We are, as I say, committed to that. Our markets, however, remain resilient. The employment data, which is the cornerstone of asset quality, is very good. Unemployment is either at an all-time low or very close to it in two-thirds of our core markets, and we expect strong performance in 2025 as well. Here, Spain is expected to grow 2.5% in 2025 above the European average, reaching record employment levels with nearly 22 million people registered in the Social Security system. In Europe, we have a great challenge and also a great opportunity to play a very significant role at a global level.

It's been a long time since institutional investors have shown so much enthusiasm for investing in Europe. The decision of Germany, which represents a third of the European economy, to relax its debt brake and its plans to invest more, combined with the European decision to prioritize competitiveness, mark a turning point for Europe's outlook. It is time to take action and make the changes that lead to stronger and better growth, which will enable the European social model to be sustainable. To achieve that, Europe must increase investment and promote innovation in a way that feeds into the real economy. We are taking steps in the right direction, but we must do more. Most countries have limited fiscal space and therefore limited capacity to cut taxes or increase spending.

However, the European banking industry is strong and has the appropriate levels of capital to support Europe's huge funding needs and allocate capital efficiently to productive sectors. This does not require new legislation, only to simplify, with the objective of striking the right balance between building capital and supporting growth, especially for SMEs. Looking ahead, we also need structural reform, balancing public finances, fostering a better environment for private investment, attracting talent, an institutional context that allows our companies to grow, make them more competitive and resilient, and ensure that businesses born in Europe stay in Europe. Artificial intelligence and other emerging technologies will play a key role in making the leap in productivity that we need. At Santander, we're investing in this technology to become more agile and efficient and enhance the customer experience and grow faster. Our AI initiatives focus on capturing customers, reducing risks, and automating processes.

We have over 6,000 developers using AI tools, with a 20%-30% increase in productivity. We are using AI to strengthen cybersecurity and have automated complex workflows, such as the drafting of powers of attorney. In retail, with just six AI use cases, we made approximately EUR 200 million in savings and operational efficiencies in 2024. Staying with retail, we can further personalize our product and service proposition for each customer, which should lead to 20% growth in digital sales. We know it has a huge potential of generating significant increases in wealth, amongst other things. We have a clear commitment of using AI in an ethical, safe, and transparent manner, with a sound governance framework. We recently created the role of Group Chief Data and Artificial Intelligence Officer, who will be responsible for implementing our new operating model. Looking forward, we expect to continue increasing profitability in 2025.

While we are monitoring the implications of recent tariff announcements in the U.S., it is in challenging times when the value of our diversification is most apparent. As such, we maintain all our targets for the year, including achieving around EUR 62 billion in revenues, falling cost year-on-year in absolute terms, a stable cost of risk with better performing markets offsetting others, and reaching an ROTE of about 16.5% post '81 and a CET1 of 13%. In the first quarter of 2025, we maintain the positive trend seen in previous years by growing our customer number, with revenues expected to remain flattish and costs to decrease in current euros compared to the same period last year. Both costs and revenues are in line with our guidance for 2025, and as a result, efficiency improved by 50 basis points. Credit quality remains stable, with a cost of credit within the expected range.

As a result, in the first quarter, we expect to increase profitability relative to full year 2024, achieving an ROTE of about 15.7% post '81, on a path to reach our full year target of 16.5%. Grow tangible net asset value plus cash dividend per share by over 14%, while maintaining solid capital generation with a CET1 ratio of 12.9%, up 10 basis points against the end of 2024. We remain committed to creating value for shareholders, and the shareholder remuneration target announced for the next two years is the highest ever.

As we said in February, our aim is to pay out up to EUR 10 billion to our shareholders through share buybacks, which would mean distributing under our current policy approximately 50% of our attributable net profit split almost evenly between a cash dividend and a share buyback, distributing excess capital in the second cycle after our annual results, subject to regulatory approval and business performance. Last year, we said Santander was a unique investment opportunity. Given our strong performance recently, we continue to believe that we're exactly that: a perfect combination of profitable and sustainable growth, solvency, and a low-risk profile, as well as shareholder remuneration and value creation. At Santander, we're building the bank of the future while consistently growing shareholder remuneration. We're investing in talent and technology and developing the necessary tools to meet the needs that our customers expect today.

We're transforming how we serve our customers by putting them at the heart of everything we do and creating simpler and more tailor-made experiences at competitive prices anywhere, anyhow. We will continue to lead with purpose and responsibility. We'll continue to drive sustainable inclusion by empowering our communities, financing their transition to a greener economy while promoting a culture of responsibility and ensuring that our impact stretches beyond our own profit. Innovating on solid foundations has been Santander's bedrocks since it was created. In the past 168 years, Santander has withstood wars, pandemics, and sweeping changes to the economy. We have not just survived, we've emerged stronger. The current volatility is not new for us. Our diversification acts as a stabilizer in a non-certain global environment. We're facing up to what will be the third global revolution in human history after the agricultural and industrial revolutions, the AI revolution.

As we did in the past, we will embrace this change by leveraging the extensive knowledge that we have gained through generations and making the right decisions today. Our willingness to anticipate, lead, and shape change rather than simply react to it is what has driven us forward. I want to take this moment to thank the board and all the Santander team for their commitment and dedication to the bank. We have the best talent to realize our aim of becoming the best open financial services platform and to do it in the right way. Thank you, our shareholders, for your trust and support to our vision and strategy over the past decade. We've only scratched the surface of our potential as a group. The best is yet to come.

Everyone at Santander is committed to following the pathway of success, achieving sustainable growth, creating value, and helping people and businesses prosper. Thank you.

The CEO has the floor.

Héctor Grisi
CEO, Banco Santander

Good morning, shareholders, and thank you very much for attending this annual general meeting. Today, I would like to focus on the following three main points. First, I will review the group's main management priorities that enabled us to achieve our excellent results in 2024. Then, I will spend a few minutes explaining our global businesses' financial performances in the year. Finally, I will give more details on the 2025 priorities that we have set for them. Before delving into the numbers, results, and profits, I would like to remind you that what gives meaning to what we do are all the people who are part of Santander. Therefore, I would like to start by thanking all of you.

Thanks to our customers and to you, our shareholders, for the trust that you have in us and particularly in the group's value creation strategy. I would also like to thank the more than 200,000 employees who work at Santander. They are 200,000 stories of dedication, effort, commitment, and collaboration. 200,000 people who care not only about achieving and exceeding the goals we set in a way that is simple, personal, and fair. With that, I would like now to take you through the management actions carried out in 2024 that enabled us to achieve excellent results. Our main goal in 2024 was to extract the maximum value from Santander's business model, a model that very few competitors can replicate and which represents a significant competitive advantage.

It is based on three fundamental pillars: a solid customer base, in fact, one of the largest in the world with 173 million customers; geographical and business diversification; and global scale and local leadership with deep knowledge of the markets in which we operate. We aim to realize as much potential from this advantage as possible. To do so, we focused on collaboration, materializing existing synergies at a global level and capturing the benefits from these initiatives in the form of operational leverage in 2024. We made progress in our goal of offering the best customer experience. We increasingly became our customer's primary bank, and we increased customer transactionality, which in turn boosted deposits and net fee income, and we drove profitable business growth. As a result, profit reached an all-time high of EUR 12.574 billion as we made excellent progress towards a simpler and more integrated model.

This supported efficiency and profitability gains. We continued to prove our ability to generate capital organically, which enabled us to report the highest capital ratio in our history, distribute more dividends, and achieve double-digit growth in value creation. This positioned us at the end of the year as the bank with the highest capital generation in 2024 of the main banks, both in the Eurozone and globally, thanks to greater results, making us the second largest bank in terms of profit among global players, mainly due to the better relative performance of net interest income, good management of costs and provisions, and a strong improvement in profitability driven by our transformation plan and disciplined capital allocation. This excellent performance enabled us to exceed all the financial targets we set for 2024. Revenue rose 10% in constant euros. We ended the year with an efficiency ratio of 41.8%.

Cost of risk was 1.15% below our 1.20% objective. As the Chair already mentioned, we increased the fully loaded CET1 ratio by 50 basis points, up to 12.8%, and we improved profitability with ROTE reaching 16.3%. As a result, the tangible net value per share plus cash dividend per share grew double digits year-on-year. To achieve this record result, we focused on the following five management levers. Firstly, transformation. Our strategy, One Transformation, aims to simplify our product offering and automate processes. This way, we can provide better customer experience, facilitate their interactions with the bank, and progress towards the group's goal of becoming our customer's primary bank and increasing transactionality. It also promotes network effects through collaboration, which structurally improves operational leverage, achieving higher revenue and lower costs at the same time. Secondly, the implementation of common platforms.

Our global scale enables us to identify what we do best in each unit and export it to the rest of the group. In terms of technology, this translates into developing the most innovative common platforms at the group level, which allows us to deploy the best technology and operate it centrally. In 2024, we focused on continuing to develop, implement, and migrate activity and customers to our new common platforms. This enables us to drive digitalization to enhance service and better meet our customers' needs while also reducing operating costs. This generates efficiencies, enabling us to compete on equal terms with other market players who have simpler and leaner structures and to continue building our aim of becoming a digital bank with branches. Thirdly, actively manage risk and balance sheet sensitivity.

Active risk management, together with the good labor markets across our footprint, enabled us to maintain our solid credit quality with cost of risk at controlled levels and improving compared to 2023. After having focused on maximizing net interest income in an environment of higher interest rates in recent years, asset and liability management in 2024 focused on positioning our balance sheets for the new interest rate cycles, significantly reducing their sensitivity to rates and thus mitigating future impacts. We activated one of the main mechanisms available to banks to manage our balance sheets, which are investments in our ALCO portfolio, comprising mainly government bonds. At the same time, we maintained a solid liquidity position throughout the year with strong and diversified access to wholesale funding markets and a stable customer deposit base.

Additionally, we continue to hedge a large portion of our expected results in the most volatile currencies that have a high depreciation risk. All these measures are not only reflected in 2024 results but also position us well for the year ahead. Fourthly, strong balance sheet and disciplined capital allocation. In a group such as Santander, which is one of the largest in the world in terms of assets, it is essential to centrally manage our asset portfolio we originate at local level. In the past year, we expanded our risk transfer and asset mobilization capabilities through the creation of a fully dedicated global team, the Global Asset Desk, which has already become a benchmark in the market.

Thanks to this team, we managed to free up capital equivalent to more than EUR 60 billion in risk-weighted assets in 2024 at a cost of capital that is half of the return on the new origination. We also conducted a granular analysis of all portfolios and businesses to ensure an optimal allocation of the group's capital to opportunities that generate the most value for our shareholders. As a result, our front book ROTE was 23% in 2024, well above our portfolio's average return. This new business profitability enables us to reinvest the third of our balance sheet that matures each year at much higher ROTEs. This, along with the allocation of free capital to the most profitable opportunities, substantially improves Santander's profitability and capital generation. As a result of all of the above, we increased value creation for our shareholders.

Total remuneration paid to our shareholders in 2024 through cash dividends and share buybacks was 34% higher than that paid in 2023. As a result of everything I've just mentioned, we achieved double-digit growth in value creation for the second consecutive year, something we expect will continue in the coming years. Moreover, we still believe that share buybacks are one of the best ways to invest capital and create value for shareholders. Therefore, as the Chair said earlier, the board intends to allocate up to EUR 10 billion through share buybacks corresponding to 2025 and 2026, stemming from the implementation of our shareholder remuneration policy and additional buybacks to distribute excess capital. Let me now take a look at the financial performance of our global businesses in 2024.

Retail achieved a profit of EUR 7.3 billion in the year, up 29% year-on-year in constant euros due to the positive dynamics in the main P&L lines. Of note were the excellent margin management, higher fees driven by larger commercial activity, and a higher customer base, significantly lower costs in real terms, reflecting progress in our transformation, which resulted in a strong operational leverage improvement and lower provisions, especially in Europe. In consumer, we made progress in our strategy to optimize the funding structure by capturing deposits to improve margins and revenue stability. We launched initiatives to capture deposits digitally in the Netherlands and continued working on expanding Openb anks to other markets. Consumer had an exceptional operational performance with double-digit growth in net operating income.

Of note were the strong fee growth, good net interest income performance, and lower costs supported by our transformation efforts even as we invest to grow. As a result, profit was EUR 1.7 billion, remaining high despite the impact of the expected normalization and a non-recurring provision in the U.K. CIB had a record profit of EUR 2.74 billion, up 16% year-on-year in constant euros. Net interest income, net fee income, and total income reached all-time highs, supported by solid activity levels. The cost performance reflected investments to improve the franchise, which are already driving results in the form of fee growth, which significantly outpaced rises in costs. We expect this fee growth to accelerate even more as we continue to execute our strategy. In wealth, we continued to deepen client relationships in private banking, asset management, and insurance.

This enabled us to accelerate growth while maintaining a high level of profitability. Profit increased 14% to EUR 1.65 billion, supported by strong activity with double-digit fee growth. This, along with costs that grew well below the total income, enabled us to improve efficiency by more than 200 basis points, even with the investments we are making. An important growth driver in the CIB and wealth businesses is collaboration, which leverages the benefits of connectivity between businesses as well as across the group's countries. Finally, in payments, we achieved a profit of EUR 413 million with excellent revenue trends in both businesses, PagoNxt and Cards, with higher activity and solid credit quality in Cards. This boosted profit 18% if we exclude the impact from discontinuing some platforms in line with our strategy to promote the use of common platforms in the group.

After an excellent 2024, 2025 is now well underway. The good starting point, thanks to the strong end of 2024 for the global economy, allows us to address the potential instability of certain geopolitical risks this year. It is precisely in times of uncertainty that diversification becomes more important, acting as a stabilizing element. In Santander's case, since the publication of our fourth quarter, the market is clearly recognizing both the 2024 results and the value of our business model. In fact, in the first quarter of 2025, Santander's market capitalization increased around 40%, the best performance among their peers. The value of the group's business model is something that we have been proving for years and enabled us to achieve record profits for three consecutive years, and we are confident that we will exceed it yet again in 2025, improving profitability through our global businesses.

We expect to achieve year-on-year profitability growth in consumer CIB and payments while maintaining high levels in wealth. In retail, we also expect to maintain solid profitability despite the rate environment, supported by the initiatives to reduce balance sheet sensitivity and our efforts to become the primary bank for our customers, driving good fee performance with controlled costs and provisions. We will continue to foster efficient capital allocation with all businesses working closely with the capital management team to support value creation for you, our shareholders. To achieve this, we have set the following management priorities. In retail, continue working towards our vision of becoming a digital bank with branches underpinned by a common operating model and advantages from a global tech platform. Improved digital capabilities and the new branch model will enable us to provide better advice and personalized service.

We will continue with the transformation of our business model based on strong customer relationships and the advantage of the network effect provided by the global structure. All of these will result in better structural efficiency and support value creation. In consumer, continue to consolidate our leadership position in auto, strengthening existing partnerships and incorporating new ones, deploying the operational leasing platform in Europe and operating with lower cost to serve. We will expand our offering through Zinia and transform the checkout lending business in the consumer lending business. Lastly, in Openb ank, we continue to execute our expansion plans in the U.S. and Mexico, expanding our value proposition and driving deposit gathering initiatives in Europe. Our CIB business will continue to deepen our client relationships with a particular focus in the U.S. through the growth plan for the franchise in the country.

At the same time, we will consolidate our global centers of expertise and continue growing our global markets franchise on the back of investments already made and the collaboration opportunities with other businesses. In wealth, we will also continue to improve our customer experience by providing personalized service. We will increase our penetration and our current footprint and foster expansion to new markets such as the Middle East. We will continue developing products with significant growth potential such as alternative investments, health, and cyber insurance. We will boost operational leverage by globalizing our service and product factories. Finally, we will continue to develop global platforms to transform our operations and distribution model. Lastly, in payments, PagoNxt will focus on strategically managing Getnet's market share, our acquiring business, prioritizing profitable growth.

In Iberia, we will continue to expand geographically and incorporate tailored products to capture new verticals such as mass payments. In PagoNxt payments, we will migrate the group A2A payments to our platform, reducing the cost per transaction, offering adjacent services, and developing instant cross-border payment solutions. Cards, which manages more than 100 million cards, will focus on building and implementing the Global Cards platform. In 2025, we expect to authorize 3 billion transactions in six countries and issue debit cards in four of them. We will continue to drive profitable growth through credit cards and exploiting the commercial cards business with a complete payments management offering and developing new business opportunities between Cards and Getnet. Dear shareholders, as I come to the end of my speech, I would like to conclude by reiterating my thanks to all of you.

As Thomas Alva Edison once said, "Vision without execution is hallucination." That is why we at Santander are not satisfied with planning and designing the bank we want to be in the future, but rather we are concerned with executing our strategy day by day, step by step, in the present, dedicated to the transformation process. Our focus on execution enables us to look to the future with optimism and enthusiasm, and in this way, to demonstrate through results our commitments to you, our shareholders, and to ensure value creation year after year. Thank you for being part of Grupo Santander. I hope to continue to count on all of you next year.

Ana Botín
Executive Chair, Banco Santander

The chairs of the Audit, Responsible Banking, Sustainability and Culture, Remuneration and Nomination Committees will now make the presentations they have prepared to briefly report on the activities of the committees they chair and the proposed resolutions relating to the areas of their respective powers. In the case of the presentation made in English, attendees following the meeting in Spanish will listen to a translation of the presentation. I remind you that when all these presentations from the chairs of the committees have been completed, the period for attendees to submit their presentations will end. The chair of the Audit Committee now has the floor.

Germán de la Fuente Escamilla
Chair of the Board of Audit Committee, Banco Santander

Ladies and gentlemen, good morning or good afternoon, depending on where you are.

I am addressing you for the first time at this general meeting as Chair of the Board Audit Committee, a position I have had the honor and privilege of holding since March 2024 when I succeeded Pamela Walkden. I would like to express my sincere gratitude to Pamela for her excellent service during the year she chaired the committee, of which she remains a member, offering her valuable experience. Today, I'm going to report on a few of the key activities that we carried out during this year and which are found under the committee's report in the Corporate Governance chapter of the annual report. In particular, I'm going to highlight how we contributed to ensuring the integrity of financial and non-financial information in the 2024 financial year and on the findings of the year's audits.

The Board Audit Committee reviewed the bank's and the group's financial information with special focus on the financial statements and director's reports for 2024. These documents were verified in an unqualified audit by our external auditor, PricewaterhouseCoopers, and are submitted today for your approval under item 1A of the agenda. The committee oversaw the preparation of those documents and reviewed the effectiveness of internal controls, which the auditor also verified. We kept in regular interaction with our external auditor to remain up to date with their work and with regulatory developments. He was invited to all committee meetings and in sessions without the presence of executives, we discussed any concerns that might affect their work. The lead audit partner told us that none had arisen. The committee has given a positive assessment of our external auditor's performance and verified its independence according to regulation and internal policy.

Therefore, the committee put forward a proposal to the board to re-elect PricewaterhouseCoopers for 2025, which is today submitted for your approval under the agenda item four. The 2025 financial year will mark the 10th year of its mandate, and in compliance with applicable regulation over the past year, the committee has overseen a competitive and transparent process for the selection of our external auditor from 2026 onwards. This process, in which the four leading global audit firms competed, has culminated in the selection of PricewaterhouseCoopers for its appointment at the 2026 annual general meeting. Non-financial information, with particular focus on the processes and controls required to comply with the demanding regulatory framework in force and the expectations of our stakeholders, remained high on our agenda, in close coordination with the Board Responsible Banking, Sustainability and Culture Committee.

The consolidated non-financial information statement for 2024 and the sustainability information submitted for approval under item 1B of the agenda are now presented in accordance with the reporting standards of the Corporate Sustainability Reporting Directive, CSRD, which has yet to be transposed into Spanish law. This reporting helps us compare the information with that of other European companies. Furthermore, under item five of the agenda, we propose the appointment of PricewaterhouseCoopers as a verifier of sustainability information for the same period as its proposed re-election as external auditor, subject to all of this being required under the Spanish law transposing the CSRD. The committee monitored the independence and effectiveness of the internal audit function, ensuring that it has the necessary resources to fulfill its responsibilities, including the development of new skills and expertise in the teams.

We also oversaw the execution of the 2024 internal audit plan with special focus on emerging risks like cybersecurity and those relating to new technologies, supplier management, and financial crime prevention, as well as the sustainability of the internal controls we need to manage them. In coordination with the Board Nomination Committee, the committee oversaw the selection process for the Group Chief Audit Executive, which culminated in the appointment of Julia Bayón to replace Juan Guitard, whom I sincerely thank for his excellent performance for over almost a decade and his constant support to the committee. We received detailed information on the group's entities in non-cooperative jurisdictions and the oversight on such entities. We maintain a policy of limiting this presence to the extent possible in line with international best practice and applicable regulations.

The committee was also informed of the group's implementation of tax policies and the annual tax transparency report submitted to the tax authorities. We also continue to review related party transactions in terms of fairness and transparency, as mentioned in the corresponding section of the annual report. Finally, I would like to highlight our coordination work with the subsidiary audit committees, which enabled us to share topics of common interest, harness their vast collective expertise, and adopted a common approach, a key aspect to carrying out the committee's functions with a global joint-up vision. For all these reasons, I wish to express my satisfaction and the Board Audit Committee's positive opinion in relation to the above-mentioned resolutions submitted for your approval today. Thank you.

Ana Botín
Executive Chair, Banco Santander

The Chair of the Responsible Banking, Sustainability and Culture Committee now has the floor.

Sol Daurella
Chair of the Responsible Banking, Sustainability and Culture Committee, Banco Santander

Ladies and gentlemen, good morning.

I stand before you as Chair of the Responsible Banking, Sustainability and Culture Committee to inform you about some of the activities performed by the committee in 2024 and other matters within its remit. In 2024, the committee continued to support the board in defining and overseeing the group's sustainability strategy. I would like to highlight the following information. Regarding environmental matters, the committee acknowledged the development of our green finance proposition and the support given to our customers in their transition to a sustainable economy. In 2024, the group reached 18 months early its target of raising and facilitating EUR 120 billion in green finance. We are now progressing towards the next milestone, EUR 220 billion by 2030.

The committee also reviewed progress made in embedding ESG factors in risk management, especially in the most material sectors, as well as progress made in our aim to reduce the impact of our own activities in line with the regulatory context and the market practice in the different jurisdictions where the group operates. With respect to our employees, during the year, we continued to foster an inclusive and meritocratic culture in conjunction with the Nomination Committee and the Remuneration Committee. During the year, the group continued to help people and businesses prosper, devoting more than EUR 350 billion to help 3.7 million families to access housing and EUR 330 million to help set up or grow companies, including more than 530 SMEs and self-employed individuals. Financial health and inclusion and community support also remained high on the committee's agenda in 2024.

Our projects reached 2.6 million new people, getting closer to our target of 5 million people financially included between 2023 and 2025. We invested EUR 166 million in the communities where we operate, out of which EUR 104 million were devoted to promoting education, employability, and entrepreneurship through Santander universities. As for socially responsible investment, in 2024, we reached EUR 89 billion of assets under management. Finally, as informed by the Chair of the Audit Committee, I would like to highlight our oversight in coordination with the Audit Committee of the adaptation to the new Corporate Sustainability Reporting Directive, or CSRD, of the sustainability statement, which is submitted to your approval as item 1B of this meeting agenda, which therefore complies with the requirements under both CSRD and the Spanish Law still in force.

In 2025, we will continue to manage sustainable risks and opportunities while we continue to analyze the increasing divergence of public policies in the countries where we operate and its potential impact on the sustainability strategy of a global bank like us. Thank you very much. The Chair of the Remuneration Committee now has the floor.

Glenn Hutchins
Lead Independent Board Director and Chair of the Remuneration Committee, Banco Santander

Everyone, I'm speaking to you as the Lead Independent Director and Chair of the Remuneration Committee. The corporate governance section of the annual report, which has been available since the AGM notice was published, includes my Lead Independent Director report and the Remuneration Committee activities report for the year. In 2024, the board remained committed to increasing shareholder value by delivering strong, sustainable results with prudence and careful risk management.

We believe the board oversight is critical in aligning the interests of our shareholders and other stakeholders with the strategies of our enterprise and driving success. Overall, our goal is to increase shareholder value by executing on a strategy to be a technology-first company that consistently increases profitability and return on capital in line with goals which we outline to our shareholders at the beginning of every year. Notably, we have made important progress over the year in our technology transformation agenda and in our shift to five global businesses, enabling us to serve our customers better, gain operating efficiencies, and clarify external reporting. We also removed the regional layer of management, facilitating fast decision-making, clear accountability, and enhanced agility. We further held several meetings in session with our Executive Chair and with our CEO in order to assist in their work and evaluate their progress.

With respect to compensation, it is essential that we attract and retain top talent who can implement our strategy. In order to accomplish this in a manner understood and supported by our shareholders, I personally met with 16 of our largest investors, representing about 24% of our share capital, as well as major proxy advisors to understand their views better. While our discussions focused on compensation, we also covered other key topics, such as our focus on shareholder value, corporate strategy, board oversight, sustainability, and the virtual AGM. Overall, the feedback was positive, and there were very good suggestions for stronger alignment between executive pay and long-term performance. The Remuneration Committee carefully considered this input and made several adjustments.

These include, increasing the portion paid in shares from 50%- 60%, raising the weight of long-term performance metrics from 36%- 40%, increasing the emphasis on relative total shareholder return in the long-term metrics from 40%- 50%, and raising the minimum vesting threshold for total shareholder return from the 40th- the 50th percentile. Today, we are seeking approval for this remuneration policy for the next three years. We're also asking for approval on several other remuneration-related items, all consistent with last year's AGM approval. First, the maximum ratio between fixed and variable pay for key corporate-identified staff, the deferred multi-year objective variable remuneration plan for executive directors, and the group's buyout policy. In this year's report, we have improved disclosure by including more details on how we determine executive pay, how compensation is linked to performance, and the criteria used to select peers for benchmarking.

We're also asking for approval of the maximum annual remuneration for all board directors, which remains unchanged from last year, though the board has the flexibility to set annual compensation below this limit. This adjustment reflects the greater time commitment required of board directors compared to similar banks and aligns with the average salary increase for our employees in Spain. We're also presenting last year's annual directors' remuneration report for a consultative vote. This report provides a full breakdown of 2024 compensation for executive and non-executive directors, in line with the policy approved at last year's AGM. Looking forward to 2025, we believe that our governance processes and remuneration policies are best designed to continue to serve your interests as shareholders. Thank you for your continued support.

Ana Botín
Executive Chair, Banco Santander

The Chair of the Nomination Committee now has the floor.

Belén Romana
Chair of the Nomination Committee, Banco Santander

Ladies and gentlemen, shareholders, good morning.

This year, I'm speaking to you as Chair of the Board Nomination Committee, a role that I took on a year ago to highlight some of the activities conducted by the committee in 2024. You may also see our activities report in the Corporate Governance chapter of the 2024 annual report published at the time we called this general meeting. I would like to first highlight the review of the board and board committees' composition, which we conduct continuously to ensure that the combination of skills and experience remains optimal to contribute to the group's success. In 2024, we also proposed a number of committee changes and chairs' rotation movements that show the strength of our corporate governance.

For 2025, the committee drew up its proposal to re-elect Luis Isasi, Héctor Grisi, Glenn Hutchins, Pamela Walkden, and Ana Botín, which is submitted to shareholder approval as item three in this meeting agenda. We issued this proposal after assessing directors' performance and dedication, their contribution to the board efficiency and effectiveness, and the extent to which their re-election contributes to the board's collective suitability legally required. The annual board effectiveness review is also key to our continuous governance improvement. In 2024, we monitored the implementation of the action plan resulting from the 2023 board review conducted with the assistance of an external expert. In 2024, the review was completed internally.

We are satisfied with the results, which evidence the effectiveness of the board and its committees and our corporate governance system and the benefits of the executive chair model, which includes adequate checks and balances and a clear division of responsibilities with the CEO. During the year, the committee also devoted time to assessing the group's senior executive succession and suitability. We are aware of the depth of talent within the group and remain committed to their development. At the same time, at the Nomination Committee, we also understand that we need to attract external talent to ensure that we have the best people to achieve our strategic goals. Finally, as informed by the executive chair at the beginning of this meeting, I would like to share with you the reasons why the Nomination Committee recommended to the board to hold an entirely virtual AGM.

During the year, the committee analyzed the evolution and market trends on shareholder meetings format, the practice that has become a general trend in important jurisdictions, and the opinion on this topic expressed by our shareholders and main proxy advisors. Considering the foregoing, we checked that the AGM platform developed by Banco Santander fully preserves shareholders' rights and grants all of them the same mechanisms to participate at the meeting, regardless of their location and without the need to travel. This is why we recommended this meeting format, in line with our ambition to be a technology-first company while it improves our cost efficiency and environmental impact. The committee will monitor your experience at this meeting to identify any improvement that might be adequate to implement going forward.

Looking ahead, we will continue to work closely with the remaining board committees to have the best team and sound governance across the group, key factors to business success. Thank you very much.

Ana Botín
Executive Chair, Banco Santander

As the presentation of the chairs of the committees has now been completed, I remind you that no further presentations may now be submitted. The secretary now has the floor.

Jaime Pérez Renovales
Secretary, Banco Santander

I inform you in relation to the share capital reduction approved under item 5C of the ordinary general shareholders' meeting held on March 22, 2024, the item December 17, 2024, and within the framework of the shareholder remuneration policy, the board of directors approved the implementation of the aforementioned capital reduction in the amount of EUR 170,890,625 by means of the cancellation of the EUR 341,781,250 owned shares acquired within the framework of the buyback program implemented between August 27, 2024, and December 3rd, 2024.

This share capital reduction was authorized by the European Central Bank on August 22nd, 2024. Finally, I wish to inform you that under the current authorization granted by the shareholders of the ordinary general meeting held on March 31st, 2023, under item 5D, the following issues of contingently convertible preferred securities have been approved. Following the approval of the corresponding issue resolution by the executive committee of the bank on May 6, 2024, contingently convertible preferred securities in the amount of $1.5 billion were subscribed and paid up on May 20, 2024. Furthermore, following the approval of the corresponding issue resolution by the executive committee of the bank on July 15, 2024, contingently convertible preferred securities in the amount of $1.5 billion were subscribed and paid up on August 1st, 2024. As discussed earlier, for this type of instrument, both issues exclude preemptive rights.

The respective reports issued by the executive committee of the bank upon these issues were published on the corporate website on May 7, 2024, and on July 29, 2024, and they have also been made available together with the other documentation regarding this general meeting on the aforementioned websites since at least February 28, 2025.

Ana Botín
Executive Chair, Banco Santander

Now we will show some videos with the aim of giving those attending additional time to continue viewing, listening to, or reading the presentations that have been made, as well as so that I can properly prepare the summary of all of them and any required comments regarding the issues raised by the shareholders. I remind you that you have a list of the presentations submitted on the right on the screen, organized according to the percentage shareholding of the participants.

You can consult the details of each of them in the presentation sections of the General Shareholders' meeting platform, which you can access by using the drop-down menu to the left of your screen. The videos that we are going to screen show real stories about how, thanks to our unique business model, which combines scale and diversification, our transformation plan, and network effects, we are helping our customers to prosper. They are just a few examples, but they demonstrate the potential of our model, and I am sure they will be of interest to you.

I've never heard a bank take that before. Any of the banks in the United States, they care about making money, but they care about helping people as well. I've never heard any of that before, ever. [Foreign language]

It allows us to develop ourselves, to generate questions, to network, that ideas flow differently. Entrepreneurs are envisioned via their results, and in this bank, they've been able to see the business plan and not only their past, but their future.

Familia Prospera helps us to make our dreams come true.

You've got somebody who cares and is interested in the growth of your business?

Products ready to use. We're like pioneers in upcycling because the recycling model of plastic packaging, well, they were recycled, but those waste were used as raw material for less value applications because the waste that deteriorated by in the format pack, we invested in technology so that those waste can be used again in their original application.

For example, a plastic bottle, a plastic tray, and that's hugely important because that way you can use waste that X number of times, limitless number of times, and this is what sets us apart in the industry, and we are industry pioneers. Santander Bank has been key to our growth. This is a family-owned business. It was founded by my father more than 25 years ago, and now our business turnover is EUR 120 million. We have 270 people in our staff, so that's a drastic change, and Banco Santander was key in allowing us to buy new machines, new facilities, and through Tresmares , who have complemented the knowledge we had in our industry and have allowed us to have a differential circular model. The bank and its international projection and its international experience has brought us knowledge that helps us approach our business in other countries.

A huge percentage of our sales happen abroad, and Banco Santander has given us the knowledge, experience, and resources in order to sell abroad. The relationship that Formas Bank has with Santander Bank is one of trust. For more than 20 years, we have been working with Banco Santander and all the people who are part of it, and it is a very easy relationship. They understand you, they support you, they understand the sector's dynamics, they understand our own ambition to grow, and that is key for things to work out, and it is key to continue growing. My bakery is a mixture of my grandmother's recipes and my own experience because I worked with Francisco, his mom, and, for example, I've also worked in Europe with an Argentinian accent, of course. I was investigating in the United States.

I was in Miami, New York, but I didn't find a culture similar to that of Argentina. When I started, I was really nervous, but the truth is that Banco Santander helped me a great deal in my business, in setting everything up, in doing market research, looking for the right premises for my business, and they gave me the confidence to go ahead with my business.

In 2017, we wanted to give people a better experience of the drinks. We wanted to put our own little bit of love into every bottle. In the early days, we knocked on doors of restaurants and bars and pubs and tried to sell our ways. My advice to other small businesses trying to enter a new market was to speak to someone like Santander. The Navigator program is phenomenal.

Santander Navigator is a digital platform to support SMEs grow internationally and find new opportunities in international markets. The platform also helps companies reduce costs, drive better efficiencies, and helps you save time, save money, and help you grow. Working with Santander Navigator has been great, and it's like working with normal people who you can approach and you can talk to as a friend. Not only are we going to sell it in our bars, we can also sell it in food. We were first introduced to the incredible chef, Aldo Zilli. We showed him our goods, and Aldo immediately said, "Oh my God, I can make beautiful food with this." We just hit it off from the word go, and he's our brand ambassador for the whole of the U.K.

When we first spoke to them, we had six weeks before a show was happening, and they managed to squeeze us in and get us on board. They set up meetings for us, and it went on from there. It's grown from a shot to a bottle to a pallet to a container, and these are shipping it around the world. We're small Essex lads trying to be entrepreneurs and build up our own legacy for our children and grandchildren. Santander has really pushed us now into markets that we never thought that we could actually approach on our own. Without them, we wouldn't have been in America. We wouldn't have been in India. They've pushed us a lot. The future is bright. We couldn't believe that we've got to here so far. It's fantastic.

[Foreign language] ?

We picked a digital bank like Openb ank because I travel a lot, and so I have very little time, so it makes my day-to-day much easier. The service is fast. It's very efficient. You know, I'm cared for very well. I think they're very efficient because I don't like to waste time. With Openb ank, I don't waste any time.

My name is María del Mar Martul. I am an IT engineer, and I picked Openb ank because it was an innovative bank from the point of view of a regular client as well as from the point of view of business. It's a very sound bank. Also because, although it is a digital bank, the care of the customer, the service to customer is really very good.

Apart from my current account that I use to pay for my bills, I also have a pension plan and a deposit. Savings banks, payroll, I have a mortgage with them too, and I'm about to sign a second mortgage. The mortgage that I have with a digital bank, it's great. Everything has been extremely easy. Ever since I got in touch with them and asked for a mortgage, they gave me a masterclass on mortgages and everything I can do over the phone that makes it so easy. Now I'm going to sign my second mortgage. In 10 years' time, I think Openb ank will continue to be the same. I think they will continue to serve us very well. I think I like it because it makes everything easy. For me, they're number one in digital banking.

I'm Rodolfo Chacón. I'm a lawyer.

I'm a compliance consultant, and I'm a very happy customer of Grupo Santander. I found the World Café here in Madrid some three, four years ago, and when I landed in Mexico, I was pleasantly surprised to see there was one here as well. We've got a branch here, and it's relatively close. However, we come here just to be in a different place. It's smack in the middle of the city. People like it. We can build upon ourselves. We can think of questions, network, and really, we come here once or twice a week. Coffee, as we say, is lawyer- fuel, and we have at least two or three cups of joe a day.

My history with Prospera has been absolutely marvelous because the Prospera family gives us what we need to make our dreams come true, and it gives us a voice.

I learned my profession 14 years ago. When I was 16, I did a hairdresser's course, and then I opened my own hair salon, and I also sell other things in my business. A friend told me, "Why don't you come to a meeting, a Prospera meeting?" That was five years ago, and since then, I have been with them. I bought the products. I was able to refurbish my business, my premises, and my financial health today, I can say, is excellent, and all my dreams have come true, and I have many more.

Soy Juan José Costa. I'm an entrepreneur, and my first 10, 12, and professional years, I worked for the Guardia Civil, working with the judicial police. One day, I realized I wanted to grow, and I started, I became an entrepreneur.

A friend from the Guardia Civil had done something similar to me and had left to work as a beacon, to devise a beacon that could substitute [prongs] on 2016. April 2016, we built a company. Luckily enough, that it's been properly, it had a good response, and in our first year, we had an income of EUR 200,000. Santander, their World Café model has helped us a lot. It's not the same to talk with someone at a coffee shop, so to speak, where it's a coffee table and you're working with your manager and you tell them about your company, what you need and what you don't. The World Café has brought down barriers, and this is wonderful for us as entrepreneurs.

It's the best option that a bank can bring to the table, and entrepreneurs are looked at as balance sheets, and many times you don't have balance sheets. We've got our business plan, World Café or Santander, this path that, they at least knew how to see. In my case, they could take a look at my business plan, not my balance sheet. So not only my past, but my future. It seems out of this world, but I live it on a daily basis. It's difficult to make your way here. All entrepreneurs that are just starting, go to a World Café, have a cup of coffee, and talk with a manager and tell them about your project. Even though if you're not going to ask for anything, tell them about the project because I think they'll at least offer good advice.

I've been cooking my whole entire life since I was 12. I never received a loan from anyone. The grant that I received from Santander was the first time I received anything towards my business. There are so many requirements that you need. Yeah. One of the biggest challenges we see for our business moving forward, and for us, it's definitely meeting our growth plan, like our supply and demand issues. For us, it's scaling up. How do you take the resources that you have and just keep pushing forward?

You do not make the pay. You just tell them how to do it, right? I teach them how to do it, yeah. When we have in-person classes, that is where I teach team building. For the first time, I felt my whole family really supported me because they never understood what I was doing before, but now they're like, "Oh, so you're an entrepreneur." And I'm like, "What's somebody telling you for the past 10 years?" Yeah. I've never heard a bank take that approach before. Any of the banks in the United States, they care about making money, but they care about helping people as well. I've never heard any of that before, ever. You're going to do well.

When my team heard that, they also have never heard it before. [Foreign language]. We sell cars, and we also have a motorcycle business, which a lot of people know at a business at a global level. We also have sea engines, maritime engines.

That is what we have here in Suzuki, and we are present at a national level here in Mexico, Suzuki, Mexico. We turned five in April, having worked with this new Suzuki finance project that we run through Banco Santander, and we have grown quite a bit. Every year, we have shattered sales records, and we are already Mexico's second brand by growth in these last five years. This shows that we are doing this properly, and we are building a proper business. Our relationship with Santander has been very positive. Something which is key is that the team we built within our business model, they have helped us, and they have brought a credit specialist to each of our dealerships that are here from the moment the customer makes it here until they leave with their vehicle.

That has really made a huge difference among all of the businesses we've got with the bank, from credit to the final product. Treasury, payroll, they are all great, but the most important project is Plan Piso, which is a credit that allows customers for dealerships to buy the products that they then sell to our customers. Through retail credit, they can improve the conditions within these projects and reduce financial costs. That really helps the funding of businesses within our dealerships. SmartFit was founded in 1996, and basically, we offer gym products and services that everyone uses. Without using other, we offer what people use. That is how we reduce costs. If people would use it, we'd offer it. We offer customers the best possible price. We opened our first SmartFit gyms in 2009, four different cities.

In 2011, after having launched the project, we started expanding internationally. We started with Mexico, then we had other countries: Colombia, Peru, Guatemala, Dominican Republic, Panama, Costa Rica. Now we have a presence in 14 countries. What I see as of now is that Santander is starting to work with SmartFit, and they envision it as at all. They have all the different tools you need when compared to local competitive peers. This is a bank that is present in all our geographies and that analyzed the missions that we have undertaken in the last couple of years. Santander has a huge market share, and we would like to take this relationship we have built here with a bank in Brazil to all our other geographies all around the world. It basically allows us to transfer automatically because SmartFit is a single company and Santander is a single company.

We can see that Santander really sets itself apart, and they build this relationship with different geographies. Soy Diego. I'm Diego. I'm studying economy. I'm 23 years old, and I'm also working. I chose Openb ank because I'm studying and I'm working. I've got very little time. I've got very few hours a day to do anything, basically. I need something that's easily reachable and quick. If it's on my phone, it's even better. My name is Pamela Gutierrez. I'm a graphic designer, and I discovered Openb ank because somebody recommended it. It came up in the conversation. Somebody asked me, "What card do you have?" My friend told me, "I have a great card.

No, I have no issues with it. There are many fintechs now and many resources, but a lot of them are not trustworthy or renew, or there's something iffy. I want something that had a proper backing, and what better solution than something that fast, but with the backing of a huge bank? I can imagine my mother getting angry because she doesn't get her card. I don't want to turn into that person. I want to have a good bank so that I won't have to get angry with it and save time and enjoy my time. I remember my grandfather. He told me how he used checks, and my father was befuddled by transfers that I need something that's completely digital, 100% digital. We have to meet the needs, especially of young people, and having control over your money at all times.

Was to always try and create the biggest sports nutrition brand in the world. With Navigator, they were able to give us instructions that we would not have been able to find ourselves, which has just increased growth much quicker. Farm Nutrition is a sports nutrition brand. We are used by a number of very, very high-profile athletes, from professional boxers, canoeists, swimmers. We are looking to expand absolutely everywhere. I was first introduced to Santander by a colleague at an event. She straight away said, "Look, I need to introduce you to our Navigation team. We can help you with international growth." The guys were fantastic, and they opened up doors. They did some introductions to a large distributor and retailer in the Middle East, which we are now doing business with.

That was all kind of done probably within the first four or five weeks of actually doing that introduction, which was amazing. We have actually gone from just being a U.K.-based business, and we are in about 15, 16 countries now. It's just nice to know you've got somebody who cares and is interested in the growth of your business. [Foreign Language]

Jaime Pérez Renovales
Secretary, Banco Santander

It is hereby said that, for the record, a total of 37 presentations have been received from attendees, pursuant to the provision of Section 182(b) of the Spanish Capital Corporation Clause 34(b) of the bylaws.

If any of the requests for information or clarification made by attendees could not be answered here, it will be answered in writing within seven days by email sent to the address indicated by the remote attendee in the registration process, unless any of the circumstances for denial set forth in the law, the bylaws, or the rules and regulations for the general shareholders' meeting is present. The aforementioned written responses will also be published on the Corporate website.

Ana Botín
Executive Chair, Banco Santander

I will now summarize and respond to the presentation submitted by the shareholders through the general shareholders' meeting platform. Firstly, I will answer questions on the share price posed by Ana Larrea Garrina, Alejandro Quimines Cazada, and Jorge Ignacio Vacas Barriz.

In terms of the expectations on the performance of the share, first of all, let me refer to the factors that have an impact on the share price and how we see it in the future. One of the most important factors in terms of the performance of the share in the past few months, in the past few days, obviously, it's quite different than the past few days. Basically, it's the fact that the market is starting to acknowledge the value of the franchise, the value of our earnings, and how we are implementing our strategy. Until two days ago, until March the 31st, we had a very good start of the year with a reappreciation of 20%. More important, all this started two years ago with strength at the 2023 Investors' Day.

Since then, the share and the data up till March the 31st had gone up 90%. Total return for the shareholders since December 2023, and this also has an impact on the share price, has been 71%. That is five percentage points better than the index for European banks and more than 34% better than the IBEX. Nevertheless, as I said in my speech, the best is yet to come. Our expectations for the future regarding the upside, implementing the strategy as we are doing so, is very significant. It is based, as the CEO and myself explained, in what we call One Transformation, which is a change in our operational business, our operating model, and using different platforms where we've made lots of progress. These expectations are not only ours. 90% of analysts recommend to buy or keep our shares.

Therefore, we want to do it better than the market. We should. In this case, we should be driven by the very good implementation of our strategy, the numbers that speak for themselves, which is creating more value than our peers. With very good discipline and capital allocation, the business will continue to grow. We added 8 million customers last year. We're growing customers again this quarter. Also, our commitment with sustainable development and value for our shareholders and the value of our diversification, especially at this time. The next subject, and there have been several interventions on this, is in remuneration to shareholders: Lida Martín Gutiérrez, Ibrahim Villanueva, Andreas Thomas, Jose Ignacio Vacas Barriz, and Rubén Cajigas, amongst others. The question is on our remuneration policy, and I will be referring to each one of these.

In terms of remuneration to shareholders, and before I start, once again, I would like to thank all our shareholders. Most of them have congratulated us for the very good results. I would like to thank them on behalf of the whole Santander team. I'd like to thank our teams all over the world that work very hard every day. I'd also like to thank the shareholders for trusting the bank. We will continue to drive the business forward in creating value every day. Therefore, remuneration to shareholders in 2024 has been a record one, taking into share buyback. The cash dividend is EUR 0.10 per share and a buyback of EUR 5.2 billion. A complimentary dividend that we're going to submit to your approval today of EUR 0.11 per share will be paid out as of May 2025.

On February the 6th, we roll out the second buyback for EUR 1.5 billion, which we think or estimate to complete before June of this year. On the 2025 remuneration policy and for the future, future dividends, dividend payouts, buyback programs, all these questions have been asked, and we have still a long way to go. We are implementing our strategy, and we've already said that this year we will continue to improve profitability, and therefore we expect to be able to increase remuneration to shareholders in the way I just described. In the past four years, and taking into account that we will reach 15% of the total capital. Within this policy, this year, we announced a buyback of up to EUR 10 billion.

This is more than we expect to be that 50% of profit, and it will be charged to the 2025 and 2026 profits, paying out this excess capital beyond the 50% payout policy, subject, of course, to approvals from regulators. With regards to buybacks, because there was a question on this, we no longer establish a maximum price for buybacks. This is because of several reasons. First of all, it is proof of trust of the board in what we're going to do. We will continue to increase profitability. We're still getting returns that are much higher than the cost of capital. As we increase the return, we can buy at higher levels and still make it profitable. In this section, I also responded to Mr. Hill's question. Sorry, I did not mention your name, sir.

The third point on the payout of excess capital, Roberta Higas Garay has asked this question. I think I already answered that. The following question is on the forecast for the global economy, what the prospects are. Miguel Ángel Garrigues Martínez, Andreas Thoma, and Rebeca Investment, Clemente de la Cruz Sánchez, and Malo Mejías asked about the subject. First of all, regarding the prospect of the world economy, undoubtedly, and this is something we're witnessing in the past few days, the geopolitical environment, which affects the economy and the situation of our clients, is very volatile and very difficult to predict. Clearly, we need to manage more uncertainty. In this case, and I think this is very important, diversification, not only in terms of markets, but in types of business at Santander, is a huge strength of the bank.

It is a stabilizer in uncertain times, and this is not recent. If we go back to decades ago, it has been proven during the financial crisis, during COVID, and during many other periods of uncertainty. It is extremely important. It gives us the confidence that we will continue to do what we are promising to deliver. It is true that what is happening, it will affect the economy, will affect inflation, and also our clients, individuals, as well as companies. Today, we feel that the forecast that we gave will be fulfilled. An increase in profitability in the first quarter has already been achieved, growing the number of customers, and we want to reach 13% capital this year.

There is something that also protects us right now, which is related to diversification, and that is that we have the ability, without buying or selling anything, to allocate capital where we see the expectations are better. This is something we have repeated often, and this is a huge strength we have. If we see that a country is going to grow less or its prospects are not very good, we can invest in other countries. The same thing goes for the types of businesses. This is unique to Santander. Very interesting. Thirdly, going back to specific markets, there have been questions on the impact in Mexico and the impact of tariffs. In terms of markets, I said this a few days ago in Brussels, what is happening is going to affect the U.S. more than Europe in the short term. Growth in Europe will be less.

It was always expected to be less than growth in the U.S., but the impact is going to be greater there than here. The U.S. is a great market, although it slows down now. Their expectations for the future are still very good. Germany represents a third of the European economy, and it has decided that it is going to spend more. It is going to invest more, and they can afford it. European banks, we find ourselves in a unique situation to face this challenge from the private sector and channel the deposits of our customers, the savings of our customers that we have, to productive investments. This is a unique combination, and the European Union, the Commission, the Parliament, the European Council have decided to use this capability that banks have. Finally, Latin America, Mexico is one of the least affected countries. In fact, nothing has changed.

It was just the way it was with the last treaty that was signed, the North American Treaty. Brazil is also less affected than other countries by this. Therefore, relative to others, we are better positioned. Finally, of course, what we've been able to do in the past few years and for many years proves that we can continue to do it increasingly better in an environment which is certainly complex. The next question is the impact on the new interest rate environment from Andreas Thoma and Rebeca Investment and the impact of the new interest rate environment from Abigail. Once again, our growth and increases in profitability not only depend on interest rates. To a large extent, they depend on ourselves. They're under our control because the idea is to implement one transformation that we already mentioned, the CEO and myself.

This is a project that will allow us to grow the number of customers without growing our cost. In fact, this year, we hope to lower cost in euros. Therefore, this is a very important part of the improvements that we can make in the future. In terms of interest rates, obviously, they do affect us, but our diversification in geographies and businesses means that in an environment where interest rates fall less, we have businesses that do better than expected. For example, retail business, if interest rates fall more, the consumer lending business will profit. As a policy, we have reduced our exposure to interest rate risk in Europe as well as in Brazil, which are the countries where we have a greater exposure to interest rate movements.

The following question is from Carlos Sebastián Alonso and Julio González de Perro Viejo, and it refers to the group's strategy to the diversification of the global businesses and the group's strategy to meet our targets. Once again, these questions are related to our strategy. The group's strategy is based, as we mentioned earlier, on being an open financial services platform. That for us means being a digital bank with branches, in other words, investing a lot on digital tools that our customers are asking for, but to continue to pay personalized attention to our customers with our managers in our branches. This is key to our strategy. We will continue to develop this strategy leveraging on our strengths, which is a global scale combined with a local scale diversification and focusing on the customer.

We always say that Santander is a global bank, 130 million customers, most of them fall into these divisions, local and global. We think we have a long way to go to continue to improve with this strategy. The next question is on M&A from Andreas Thoma from Rebeca Investment, who asked about M&A. I think he asked about the U.K. more specifically. Once again, we can still grow a great deal organically without having to buy anything. We've said this already. Our business in the U.K. is not on sale. Having said that, obviously, and this is something we've always done, we will be assessing inorganic opportunities if certain conditions are met. At this time, we are focused on organic growth. In any case, Santander U.K., as I said, is not on sale.

By the way, it does contribute a great deal to the group's diversification that I just referred to. It is a low-risk business with mortgages where we have years of experience in managing, and it is very valuable in the current environment. Increasingly more, our business in the U.K. is performing better. Great improvements have been made, and we believe that we can continue to improve our business in the U.K., but organically. The following question is also related to the U.K. from Andreas Thoma from DECA Investment and Ali Kai. Increase in provisions. The car financing sector in the U.K. has been sued. The regulator, in fact, yesterday made a statement, a very positive statement, in my opinion, for the industry.

In any case, it was the appeal court of the U.K. that determined in October 2024, on a case that Santander is not part of, that the car dealers, some of them received fees from a finance company. If this happens, the customer must give his consent. This was a decision that not only surprised the market, but also the regulators, and the FCA, the U.K. regulator, said that this case, that it is not an example of the behavior of the industry. We made a provision of GBP 295 million in the audited results of 2024. That includes legal and operational expenses and different scenarios, including the result of the appeal. We have no reason for the time being to change that amount, but it is a pending matter, and the amount might change.

In terms of the following question, which is on the strategy in the U.S. from Andreas Thoma from U.K. DECA Investment, our strategy in the U.S. is giving us very good results. It is a strategic market for us with huge potential for growth. It is the largest and most important market in the world. The risk return in the financial business is very attractive, and our strategy is focused on the businesses where we have added value, either because we have a global scale or because we can leverage our U.S. teams on our markets outside of the U.S. More specifically, the biggest market is the auto loan business. We are the number five car lending company in the U.S. The financing part of this business we do through our network of branches and now through Open Bank.

This will lower the cost of financing and will allow us to grow more. Therefore, we have given very clear indications to the market that this year, even with what is happening, we are going to significantly increase our earnings in 2025 compared to 2024. Moreover, there is another very important business, which is a corporate banking business. There we have specialized teams who are adding a great deal of value and increasing fees, the growth of fees year on year. 2024 compared to 2025 was 83% in the CIB business in the U.S. More important, they are adding value to the teams we have in Brazil, in Mexico, in Spain, and in Europe. Open Bank, I already gave you the data. It is doing much better than we expected. We have more than almost 100,000 clients in three months and with $500 million in deposits.

Once again, it is very profitable, profitable from day one. The next question is on the bank levy. On the bank levy, we've already mentioned this or answered this question many times. We don't think it's a fair tax. If taxes have to be raised, they should be for everyone, not only for banks. It is discriminatory because we are the pipeline of the economy, and it has an impact beyond the impact it has on banks. It has an impact on consumers, on companies. This is a mathematical formula that tells us this. And we pay lots of taxes, not only in Spain, everywhere, but particularly in Spain, 30% corporate tax, which compares to 25% for the industry.

In the sector where we are, where we need to grow more, not only in Spain, but in Europe as a whole, this is something that affects growth in a disproportionate manner, as I said, because banks are the ones that are financing the economy. The Central Bank, the ECB, as well as the Monetary Fund and other experts have coincided in the discriminatory nature of this bank levy. We are not the only ones therefore who have this opinion. The best way to collect more taxes is to drive forward growth and let more companies exist, companies that pay taxes. Finally, and I always say this in my social media, profit before taxes of the Santander Group at a global level. One third is to pay taxes, one third is for shareholders, and one third is for growth and to finance the economy.

I was also asked about changes in our headquarters. I'm very pleased to have our headquarters in Cantabria. Cantabria is where the bank was born. We are investing in the new headquarters, a new headquarter on our new institutional headquarters. It's going to be called Faro Santander. It will be open next year, and it will help putting Santander in the map of the world. There is no plan to change our headquarters, its location. The following questions are: Thank you for collaborations for Vicenta from Sisi Gabor, the Federation of Catholic Schools of the Valencian Community, Lucia Vallejo, who is Super Luz Mother. Those of you who have intervened, thank you so much for your gratitude. We always try to support the communities where we operate. As we always like to say, when we are doing well, we need to share that with the community.

That's good for the community, for the shareholders, and for the business too. Doing things in a responsible way has always been our way of operating and will continue to be so. Although our focus is on higher education, entrepreneurship, and employability, as I said in my remarks, we always try to be close to people, companies with which we operate. Therefore, we already mentioned what we did this year in Valencia. Of course, we focused our efforts there this year because of the terrible disaster, disaster for people and companies. We are still collaborating with them. One of the things we did for Valencia is this effort we made with helping to rebuild a few schools. Super Clu is a girl from Santander. I don't know how we learned about her. I think from our team or social media. This is a collaboration with Valdecilla Santander.

Super Luz is the daughter of the lady who sent me her remarks. She says, "Your work inspires all of us, and thank you so much." The next question refers to commercial management. Rubén Rafael Andrés from SIC, M.ª Luisa Franco from UGT, Noemí from Comisiones Obreras, Silvia Almendariva Sánchez from CGT, and Marta Obregón Cacho from ELA. Impairment of the conditions, lack of personnel. On the commercial pressure, let me thank the whole team, our commercial team, and the whole team of Santander really for their excellent work every day and what you do for our customers. This is key for our results, the collective effort of many people, not only in the network visibility. This is something that the team wants today. They want to know what is happening so that we can develop action plans to improve even further.

We're always going to prioritize a respectful working environment following our values. We also have the open channel and other channels through people and culture, human resources to communicate conducts that are not aligned with our values. Now, there's a question on lack of personnel in some of our branches. We are working on that. The size depends on the volume of work they have, but also on the preferences of customers because many of them prefer to deal with us over digital channels. We always try to offer the best service when and wherever our customers need it. With regards to the turnover of our staff, it was 1.6% in 2024. Sorry, 1.06%, practically the same as in 2023, 1.03%. Now, if we focus on the employees who left the bank after two years of being employed, it was 72. That's a 0.33%.

It is a very low turn. We are always making sure that we strike a balance between the bank. The bank has to organize the work because we work for our customers and having a team that can fulfill their personal needs when needed. That is something that we continue to do, work-family balance. We have invested in that and also in having a healthy environment to work in. We are implementing measures continuously of processes that can improve this. In Spain, there is a program that is called Santander Contigo, Santander with you. Finally, we have implemented the guidelines that have been approved on digital rights where all employees are informed of their rights for rest and digital disconnection outside of their working hours. As I said recently, after seven O'clock in the afternoon . I prefer not to respond to any emails.

Sometimes it's very difficult because there are always emergencies, and I need to respond, but I try to lead with example. The next subject of the questions is sustainability. Mr. Andreas Thoma from DECA Investment, Gonzalo Tejera, Gomis, Vaz Carboner, Ballestero, and Nuria Orcea Recuero have asked questions on this subject and also Atikay. Okay, this is very long. Let me try to summarize it. They asked, first of all, about our sustainability strategy. As I said, the best sustainability strategy is to do our job properly every day, help more people and businesses prosper. As our shareholders will have seen, last year, we increased the number of customers by 8 million. This is based on doing things for all our stakeholders in a simple, personal, and fair manner. Beyond that, our sustainability strategy is based on five pillars.

First of all, the development of our professionals, our team with an inclusive culture, acquiring skills, and fair working conditions. Number two, to turn into the partner of trust of our shareholders and employees as offering products and services adapted to their needs. Thirdly, to act in a responsible manner. This has to do with culture, but also with governance and processes and conduct. Number four, to support our customers to fulfill their goals in terms of progress and do it also in their goals to transition to a low-carbon society at the same time that we manage the risk that stems from this society. We focus especially on education, employability, and entrepreneurship. It is a strategy that has a tangible impact on people and on the economy.

I'm not going to repeat the figures that I gave earlier: EUR 350 million to help 3.7 million people to buy a home, etc. It is more important than ever. We think this is part of our responsibility to try to grow with the economy, to support the growth of the economy. Very important also, and I also mentioned it, we contribute with social services, which we appreciate very much in Europe, with taxes, almost EUR 11 billion, EUR 10.9 billion to be exact, in taxes in the markets where we operate. Progress in fulfilling sustainability goals. We are supporting the transition to a green economy. We already gave some data. You can find them on my speech: EUR 139 million in green financing since 2019, reaching the target eight months earlier than expected.

We managed EUR 8 billion in socially responsible investments, and we are well ahead, even also in financial inclusion, where we increased our target, EUR 10 billion a few years ago. We set ourselves another target to help 5 million. We are at 4.5 million already, people that we have helped: education, employability. There is a question on the financing of the defense industry, the defense sector. In terms of defense, we are in a completely different situation than we were a few years ago. Our situation as a bank and as Europeans is to ensure that and contribute to Europe being able to defend itself. We will be supporting the EU. We have reviewed the policies. We will review them again to defend freedom and values in which we believe. We are ready to play this role.

We have a defense policy that is being adapted in a dynamic way. We, of course, comply with non-proliferation agreements, with international agreements, and our own policy. In terms of clients, some of you have asked for a specific client. We've said often in the past that for confidentiality reasons, we cannot mention any specific client. We can say that we have no defense operations with Israel. In terms of hunting, we were asked about the synergetic business. These are very residual. I wanted to repeat that, as I said, we have had a commitment for many years with the environment and nature, including Fauna & Flora. The following question is supporting the transition to a green economy. Andrés Tomay, Mr. Beltrán, and Juan Prieto from Corporate Proxy Advisor have asked about this.

The bank's initiative to support green transition and questions related to the same subject. I think we already answered this question. I answered this in my speech just to say that we continue to work to zero net emissions for 2050, the Paris Accord. To say it very clearly, these targets depend on our millions of clients in countries like Brazil and Mexico being able to go through this transition as well. The question we are asking is, who pays for that transition? Who's going to finance that? This is something that does not only depend on banks. It depends on governments and the ability of our customers to have a green home when in countries such as Mexico or Brazil, but also in Spain. Access to housing is not easy. We are supporting our clients in their transition. We are issuing or granting green mortgages.

We're growing in this type of product and will continue to do so. In terms of change in our sustainability strategy in the U.S., I repeat that we will work towards the zero emissions goal. It is also important to mention that we need to adapt, and we will adapt to local demands and requirements, and of course, those of our clients. To repeat what I just said, a bank cannot be the climate police, as we have said often. We need to work together with governments, and we are doing so, and together with our clients too. The next question is on the financing of companies from the oil and gas sector, financing of the bank to the oil and gas sector companies. I think this I already mentioned. First of all, transition must be fair, must be safe.

We must be able to defend ourselves in the situation we're in. That defense requires energy. Energy has the sources it has today, and therefore we need to make sure that we are complying with all these objectives. We want it to be a fair transition in all environments for all sectors to decarbonize. We're working to achieve that not only in Europe, but in all the countries where we operate. Therefore, once again, we're very proud to be one of the main financiers of the world in clean energies. The next question, remuneration to the board and top management from Juan Prieto on remuneration to executive shareholders, to directors, executive directors. It is in line with market practices. We need to retain the talent we need. We do an annual comparison with our peers. Our remuneration policy is subject to demanding and robust governance.

We already heard from the Chair of the Remuneration Committee. Apart from getting 50% of their variable remuneration in shares, this variable remuneration in the case of executive directors will go from 50%- 60% this year, and it is subject to long-term metrics, including the TSR, ROTE, and sustainability. In terms of the fees of the directors, these are per diem. To attend the board meetings, EUR 4.5 million, 11% less than the top EUR 6 million agreed to, also in line with comparable banks. In terms of remuneration for top management, it continues to fall. It fell 39%. 39% the cost of the top management since 2014, while the profits are multiplied by six, and remuneration to shareholders grows too. I think that speaks for itself. The following question asks remuneration on deposits and financial products from ICAI.

This remuneration is in line with market practice and with the policy of the ECB. On financial products, the bank has always respected and fulfilled the banking transparency rules. The rulings of the court on revolving do not concern this case. The floor clause is only effective ever since our acquisition of Popular, and we have a mechanism to resolve these issues. In any case, we think that these clauses are legal, and they were solved with transparency. The bank got ahead of things and took on the costs. The next question is on cybersecurity strategy of the group from Andreas Thoma from DECA Investments. Digital security, which includes technology, data, information, and behavior, is a great global challenge. It is a priority for Santander. Every year, we invest about EUR 330 million in improving our systems.

We also dedicate resources to improve processes and help clients to prevent fraud. We are using new tools to continue to improve. We have also preventive education initiatives, and we carry out many awareness campaigns and digital channels globally that help our clients and society to keep safe online. By the way, we insist that any suspicion that our clients might have of any call or communication, if it is suspicious to you, please report it to the bank immediately. Follow the security recommendations, especially non-physical interactions by paying attention to signals that might seem suspicious or strange. Do not give your codes to third parties. Above all, we are at the service of all our clients to help to clarify facts when a fraud case takes place.

It is very important for our clients to update their data with their email address and telephone number and go regularly to the bank's web to minimize the risk of fraud. There is a question on succession planning from Andreas Thoma in DECA. Succession plans. We have sound succession plans. This is something that we do every year, review these plans. We have policies that comply with all regulations and align with best practices in the sector. I think that is the answer to that question. Juan Carlos Gonzalez Duarte and Andreas Thoma from DECA Investment on Artificial Intelligence, the use of the bank of AI impact on the bank's activity, future plans, strategy in terms of AI. I think I mentioned this in detail in my speech, but we do believe in AI. We are investing in it.

It is a key pillar to be more effective and to add more value for the customer, but also to be more efficient and productive. It is transforming the way the bank operates. We just hired someone who will be responsible for data and AI very recently. These capabilities we're using in our businesses with a global framework of action to guarantee that we will do this properly, as I mentioned in my speech. It is focused on making the business grow, lowering risks, and automating processes. It is allowing us to be much more efficient. I've already given a few examples. We have more than 6,000 AI developers, and this is helping to improve productivity. The following question refers to the Popular Bank, Margarita Cobo Fernández. Once again, I'm very sorry for the losses of the bondholders of the Popular Bank.

Let me remind you of three things. First of all, Santander has no responsibility in this matter. The decision of amortizing the shares in debt was taken by European authorities. The European Resolution Board was the one who decided on this. When the Popular Bank had decided that the institution was unviable, Santander made an offer, and it was granted to the bank. As I just said, it was the Popular Board of Directors that decided that the bank was not viable any longer and could not face their commitments, and they reported that to the European Central Bank. We ejected EUR 13 billion on the following day, the same day of the acquisition, and then we did a capital increase of EUR 7.72 billion to restructure the bank and guarantee that the bank could continue to be operational.

These arguments have been taken on by the European authorities that have decided that the former shareholders cannot sue Santander for their losses. This decision and this deal was good for the clients and employees of Popular. It was good for financial stability and had no cost to the taxpayer. The bank issued a bond issuance to help the Popular customers, and after seven years, it has amortized the bond, and clients have recovered 100% of their original investment. Ángel Arias Hernández, who is Dean of the Carlos III University, asks about attracting technological talent. This is a priority for all of us at this time. We've been working years on this. The way to do this is, as always, make it an attractive project, and we have a great project in our industry, very unique. Number two, having a state-of-the-art technological environment.

This does attract young talent and combining both things. In other words, being in a modern environment where you can develop as a professional but have a customer base of 173 million, that's also very attractive for tech talent. Number three, culture. A culture that allows people to innovate, to get it wrong once in a while. That's very important. Otherwise, these young people won't want to join us. Of course, competitive conditions and flexibility. This is how we attract the best talent. Finally, when I say young people, not so young too, because it's very important to have managerial talent that is senior. We have hired senior talent. I just referred to the data person, but also the new leader for consumer lending.

We want also to attract young people, in all the markets where we operate, but also senior people if it is what we need. Another question on entrepreneurs and startups. On entrepreneurs and strategy, I'd like to thank you for your intervention. It is clear to us that we need to continue to support not only large companies, but also small and medium-sized companies. The economy is changing in a disruptive manner, and we must understand the new economy, new projects to be there and support our clients. That is something that we're more and more focused on. We just launched or we're working on the SME and entrepreneur part. We have a new global person responsible for that. We have the Work Café format, and that will help us to bring together the digital and the physical sides.

I encourage those of you who are listening to us to visit our work cafés. It is a center for entrepreneurs. It goes beyond a traditional branch. We have funds dedicated for that, the SMART and the Tresmares Fund. We have supported hundreds of companies, literally, with EUR 1 billion and EUR 1.4 billion, respectively, in these funds. We are committed. We will continue to invest in this to understand entrepreneurs better. Thank you for your kind words that I will convey to the team. I give the floor to the secretary.

Jaime Pérez Renovales
Secretary, Banco Santander

I will now respond to some questions that other shareholders have asked. There were questions related to the virtual meetings and the voting. When it comes to the virtual meeting, this is something that the law envisions as well as the bank's bylaws.

It was backed by all of our shareholders, and it is aligned with the digitalization of Banco Santander, and it ensures that our shareholders are treated the same way without making distinctions between them doing it physically or digitally as they are done in a hybrid meeting. It is being done through a platform that's been used for the last two decades. This has been very effective. Actually, the quorum for this meeting has been one of the highest in our history. This platform has been all of these have been able to see the presentations that have been uploaded by all people who wanted to participate. We've given additional time for which we've projected videos so that other shareholders could vision, could see what other SMDs have sent.

As for proxy voting, both proxy participation responds to legal provisions and are aligned with listed companies' provisions as the labor law and the Audiencia Pronunciale Madrid have already determined. Since this is a closing rule, what we have without the chairperson asking for any proxy or delegations, this is a system that is mostly implemented by companies and is aligned with the guidelines. Another closing rule, which is the indication of who will be seen in the case that they're not added, this is part of our capital companies laws. In a case that proxy has to respond to what the shareholder has stated. When it comes to the material means of the bank for the shareholders' meetings, this is what adds, this is what enables the proper enactment of this meeting and allows people to play a role. All shareholders can ask for proxy.

These are questions that Mr. Galeote and Mr. Duarte have asked for. They mentioned other matters specifically related to Banco Popular, which has been completely answered by the Chairwoman when she was referring to Ms. Cobo. They also asked a question about our share value and the market actually acknowledges the bank's value. The gentle like that goes now before us. In relation to the proposals and items of the agenda, I inform the attendees that the full text of the resolutions proposed by the Board of Directors is in possession of the notary and has been made available to the shareholders via the bank's corporate website as from the date of the call to this general meeting. I will summarize the proposals formulated by the Board of Directors in relation to items one through eight on the agenda for the general meeting.

I also remind the attendees that the process for casting votes will be closed when I have finished reading the summaries of the proposed resolutions on the items of the agenda that I will now begin. Items one A, B, and C, the annual accounts and the director's reports of the bank and its group for financial year 2024 are submitted for approval under item one A. The consolidated non-financial information statement for financial year 2024 is submitted to a vote under item one B. Corporate management during financial year 2024 is submitted to a vote under item one C. Item two, the following proposed applications of results obtained by the company in the financial year 2024 are submitted to the shareholders under item two.

EUR 3,180,164,605.45 to dividends and following by EUR 1,532,187,127.20 to the payment of dividend already paid prior to the date of this meeting and EUR 1,648,777,248.25 to the payment of cash of a fixed final dividend of EUR 0.11 gross per eligible share to be paid in cash as from May 2nd, 2025. The total amount has been estimated assuming that as a result of the partial implementation of the buyback program announced on February 5th, 2025, 14,988,884,075 of the bank's outstanding shares will be entitled to receive the dividend. The remainder of the result, i.e., EUR 6,920,425,150.41 shall be used to increase the voluntary reserve.

This amount being automatically increased or decreased by the same amount by which the final dividend just mentioned is lower or higher than the amount mentioned before. Item three submitted to shareholders under item three. Under item three A, the same number of directors at 15 with a maximum and minimum of 400 bylaws. Under item three B, the reelection of Mr. Luis Isasi with the classification of general director. Under item three C, the reelection of Mr. Héctor Grisi with the classification of executive director. Under item three D, the reelection of Mr. Glenn Hutchins with the classification of independent director. Under item three E, the reelection of Ms. Pamela Walkden with the classification of independent director. Under item three F, the reelection of Ms. Ana Botín with the classification of executive director.

Item four, it is proposed to reelect PricewaterhouseCoopers Auditors as external statutory auditor for financial year 2025. Item five, it is proposed to appoint PricewaterhouseCoopers Auditors as a sustainability reporting assurance provider for financial year 2025 and this appointment is subject to its being necessary or possible in accordance with the Spanish law transposing Directive EU 2022/2464 of December 14, 2022 into the Spanish legal system. Item six, under item six A and six B within the framework of the shareholder remuneration policy, it is proposed to reduce the share capital in the maximum amount of EUR 706,871,648 by canceling a maximum of 1,413,743,296 own shares according to the buyback program approved by the Board of Directors at its meeting of February 4, 2024, February 4, 2025.

To reduce the share capital in the maximum amount of EUR 757 million 624 thousand 616 to the cancellation of 1 billion 515 million 249 thousand 232 own shares of the company acquired through one or more buyback shares programs or by other means legally permitted where ordinary buybacks were responding to the shareholder remuneration policy or additional buybacks such as those made to illustrate capital surpluses CET1 pursuant to the announcement on February 5th, 2025, subject to corporate and regulatory approvals and delegating to the board the power to approve the reduction and to set all other terms not specified in the resolution. Item seven, under item seven A, it is proposed to approve the director remuneration policy for financial years 2025, 2026, and 2027.

Under item seven B, it is proposed to approve the maximum amount of the annual fixed remuneration to be paid to all the directors in their capacity to such, setting it at a maximum of EUR 6 million. Under item seven C, in compliance with the requirement imposed by law 10/24, the approval of shareholders and the general meeting is requested for the percentage that the variable components of the total remuneration of certain categories of employees represented of the fixed components to exceed 100% with a limit of 200%. The resolution affects the executive directors and those categories of employees whose professional activities significantly impact the risk profile of the entity or its group up to a maximum of 949 people with the breakdown appearing in the proposed resolution.

Under item seven D, it is proposed to approve the potential delivery of shares or rights thereto or remuneration linked to the price of the shares to the executive directors in application of the 10th cycle of the deferred multi-year objective variable remuneration plan in implementation of the provisions of the remuneration policy. Under item seven E, it is proposed to authorize the potential delivery of shares or rights thereto or remuneration linked to the value of the shares to potential new executive directors on the implementation of the group's buy policy. Under item seven F, the annual director remuneration report approved by the

Board of Directors following a proposal of the remuneration committee is submitted to a vote on a consultative basis.

Item eight, under item eight, it is proposed to authorize the board to interpret, remedy, supplement, implement, and develop the resolutions approved by the shareholders at the meeting and authorize certain persons to convert the corporate resolutions into public instruments and to deposit the annual accounts and other documentation with the commercial registry.

Ana Botín
Executive Chair, Banco Santander

Thank you very much, Mr. Secretary. The reading of the summaries of proposed resolutions on items on the agenda having been finished and pursuant to the rules of operation of the meeting, I declare completed the vote casting process for the remote attendees who have been able to cast their votes since the declaration of a valid quorum for the meeting. As to the votes cast under the items on the agenda, I hereby inform you that pursuant to the information received by the presiding committee, all proposals have been approved.

As the minutes of the meeting have been prepared by a notary, the submission of the approval thereof to a vote of the shareholders is not required. The notary shall take the steps required by law in these cases. The agreements proposed by Mr. Gaviote have been rejected because they have not reached the number of votes favorable. Since the minutes is notarial, we don't need to submit it to the approval of the shareholders. The notary shall take the steps required by law in these cases. Ladies and gentlemen, shareholders, this concludes the proceedings of this general meeting. Thank you once again for attending, and we say goodbye until the next occasion. Thank you.

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