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 25th February 2026 in the newspapers El País and El Diario Montañés on the website of the National Securities Market Commission and of the bank's corporate website, santander.com, where it was published until today. In addition, you have all been able to access 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 taking place exclusively remotely without the physical attendance of shareholders or their representatives or guests.
Pursuant to the provisions of law and regardless of location of the presiding committee of the meeting, it is deemed to be held at the registered office. This format for holding the meeting is possible due to the legal authorization and the amendment of the bylaws approved in 2021 by the majority of the bank shareholders. Furthermore, the 2025 general meeting, which was held virtually only and achieved the second highest quorum of the past 30 years, demonstrated that this format is effective. It encourages participation and guarantees equal treatment of shareholders, as all shareholders can take part under the same conditions. This puts those who can travel on an equal footing with those who cannot. This format is also fully consistent with Grupo Santander's digital transformation, reflecting the bank's commitment to sustainability by reducing the environmental impact associated with corporate events.
It also aligns with the growing market trends and the practices of other major international companies. The general shareholders meeting platform, developed by the bank over the last two decades, through which all of you have connected to this meeting, is a technologically proven system with sufficient guarantees that safeguards the exercise of the shareholders' rights at the same level as at an in-person or hybrid meeting. The 2025 virtual meeting confirmed once again its efficiency. 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 Santander helpline included in the announcement of the call to meeting.
Furthermore, a system has been made available so that those shareholders or their 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 recorded in notarial minutes. To that end, the Notary, Luis Carlos Troncoso Carrera, who I have the pleasure of presenting to you, is connected to the general shareholders meeting platform from the location of the Presiding Committee of the meeting.
To perform his work, the Notary, who you can see on the screen broadcasting the meeting, has full access to such broadcasts and to the general shareholders meeting platform, through which he will be able to monitor all actions taken by the attendees, including any presentations, proposals, and votes they may cast. I give the floor to the Secretary to report on the number of shareholders and the share capital with the right to vote present in this event.
The required quorum for the meeting to be validly declared in session on second call is 25% of the share capital. The quorum data is projected for you to see. The data shows the presence at this meeting of a total of 115,388 shareholders holding the shares that you see. 485,000 shareholders having 71.724% of the voting rights, of which those that have 3.019% are present, and 365,182 shareholders that hold 68.705% are represented. Of the shareholders deemed to be present, a total of 107, who hold 0.875% of the subscribed capital with voting rights, are attending through the general shareholders' meeting platform. A total of 115,388 shareholders who hold the percentage that is described of the subscribed capital with voting rights are shareholders who are deemed to be present because they cast votes prior to the meeting.
The full details of the quorum data I have just mentioned will be included within the minutes of the notary.
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 1 through 7 on the agenda that the Board submits for approval at this general meeting, including a proposal that is put to a consultative vote under item 5.d. 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 deem 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 regarding matters not included on the agenda are made, the attendees may vote from the moment the Secretary calls for votes once he reads aloud the 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 be taken 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 March 25th, 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 for the general shareholders' meeting, must be made through the presentation section on the general shareholders' meeting platform, where you're asked to indicate a summary of the topic of your presentation and whether or not you're making proposal that requires a vote to 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 screen. 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 general shareholders' meeting platform a list with the presentations that are being submitted, organized according to the percentage shareholding of the participant. In any event, and in the interest of ensuring the general meeting is conducted properly, I would be grateful if you could keep your presentations concise.
I will then do my best to answer all your questions, grouping them according to the topics raised. 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. 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 in attendance or the capital present may communicate with the notary via the communication to the notary section of the general shareholders' meeting platform. The notary will take note of their comments and put them in the minutes. The Notary has the floor.
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 flow.
I remind you that the right to make presentations is limited to shareholders or representatives attending this meeting. You may exercise this right through the presentations tab on the general meeting platform, which you can access via the dropdown menu on the left-hand side of your screen. Please note that the communications to the notary section is not the appropriate channel for submitting presentations or proposals. Pursuant to Article 17 of the rules and regulations for the general shareholders' meeting, each audio or video presentation must not exceed 5 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 that case, if you are giving an audio or video presentation, please send it to us in writing if possible, so that the notary can verify it while listening to your presentation.
Following the completion of the presentations by the Chairs of Committees of the Board, the receipt of all the presentations, and therefore the end of the period to make presentations, they will be, where possible, summarized when grouping them by topic in order to respond to them, without prejudice to the fact that all 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 no requests to exercise the right to information have been received prior to the holding of the meeting.
I also state for the record that all attendees have had access to the following documents on the corporate website of the bank, which is accessible from mobile devices and PCs at least since the 25th of February, the date of publication of the call to this general meeting: The announcement of the call, the text of the proposed resolution submitted to the shareholders at the general meeting, together with the Directors' reports and any other documents to be issued in accordance with the applicable regulations, the 2025 individual annual accounts and management report, including the non-financial information report and auditors' report, the 2025 annual report, which contains, inter alia, the 2025 consolidated annual accounts and auditors' report, the consolidated management 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 these 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 to the call of the meeting. Thank you very much.
Furthermore, in relation to voting on the proposed resolutions, I remind you that pursuant to the provisions of Section 5- 6 of the Spanish Companies Act, 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 they represented in relation, when applicable, to the proposals made by the Board of Directors under items 1.c. , 4.b. Through 4.f. , 5.a., 5.b., and 5.d.
Likewise, it is hereby declared that when voting on the proposal of the Board of Directors under item 5.b. 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. 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 has been provided to the shareholders via the Corporate website and is available on the General Shareholders Meeting 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. Finally, I would like to remind you that since I declared the general meeting validly constituted, you may vote on all the proposals relating to the items on the agenda. We now will present reports that I am sure will be of interest to you. Good morning, ladies and gentlemen, and welcome to Banco Santander's 2026 Annual General Shareholders Meeting. Thank you to everyone joining us today. Following the positive reception of last year's meeting, we are once again holding our meeting in a fully virtual format and broadcasting it live.
Today, we have reached the highest quorum of the last 30 years, which confirms how this format enables the participation of all our shareholders on equal terms, regardless of where they are located, while fully safeguarding all their rights. In a volatile and uncertain world where the unpredictable happens every day, diversification is a distinctive advantage for Santander. We are operating in a world driven by fragmentation and fragility. Fragmentation because we are moving away from a model of globalization based on efficiency toward one shaped by the need to secure supply in critical areas such as energy and food, while security is compromised. The conflict in the Gulf is a reminder of this shift. The world now faces the scenario of higher inflation and lower growth, threats that become more likely with each passing day.
Their severity will depend on the duration of the conflict and its impact on global energy supply. Fragility because slower growth, around half a percentage point below the historical average, coincides with structural challenges such as aging populations, the need to spend more on defense, and the energy transition, all against the backdrop of very high global public debt. The opportunity in this environment lies in advancing long-pending structural reforms and the capturing of the productivity gains offered by new technologies, particularly artificial intelligence. Europe, with all its challenges, remains the best example of how to combine democracy, a market economy, and social cohesion. To preserve this model, it is urgent to implement the pending structural reforms. Europe today is over-diagnosed and under-executed. We need to grow more and better. Financial stability on the other hand, is a strategic asset, but so too is growth.
In fact, low growth is the greatest vulnerability. The productivity gap with other major economies has widened, and the accumulation of rules and regulations has limited the capacity to mobilize investment at the scale required across all sectors. There is no conflict between stability and growth. They are not substitutes. They are complementary. One reinforces the other and vice versa. Smarter, more proportionate, and dynamic regulation can unlock the capacity to finance companies and households without compromising financial stability, even more so in an environment like the current one. All the global challenges that I mentioned earlier, aging population, sustainability of the pension systems, the need for higher defense spending or investment in technology, they all share one common characteristic. They require more financing. That financing is something that the private sector is willing to provide. In situations like this in Europe, we are there once again.
In this environment, Santander offers stability, predictability, and above all, trust, thanks among other things to our diversification. Our balanced presence across different countries and businesses significantly mitigates risk by reducing volatility, making our results more predictable throughout the cycle. Santander shows the lowest volatility among its peers, driven by the low correlation between its markets. Our investments in Latin America play a fundamental role in stabilizing our risk profile. Despite the volatile environment I have described, we have delivered on our objectives and our commitments to shareholders and clients, executing our plans with discipline. In 2025, Santander obtained exceptional results that are explained by the decisions made by our customers, individuals and companies who chose us as their bank. We help make life easier, more convenient, and more secure for our 180 million customers, adding 20 million new ones since 2022.
When customers choose us for the right reasons, shareholders benefit from resilient growth, attractive profitability, and sustainable value creation. Our 2025 financial results reflect this trust. More specifically, in 2025, attributable profit reached a record EUR 14.1 billion, up 16% versus 2024 in constant euros. Earnings per share increased 17% year on year. We achieved a return on tangible equity, RoTE, post-AT1 of 16.3%, placing us among the best of our peers, despite a less favorable interest rate environment than expected at the beginning of the year. Total income reached EUR 62.4 billion. Net interest income showed strong resilience, thanks to our geographic diversification, and we have improved efficiency with cost declining in real terms. Our efficiency ratio or cost-to-income ratio improved to 41.2%.
This improvement is not the result of simple cost-cutting, but of progress in transforming our operating model through One Transformation. We are building a structurally more efficient bank. Prudent risk management remains a priority. Cost of risk stood at 1.15% in line with our expectations. The non-performing loan ratio improved to 2.91%, and our coverage increased to 66%. The net operating income is around three times provisions, a very high margin that underpins our confidence in today's volatile environment. We closed 2025 with a CET1 capital ratio of 13.5% above our operating range. This capital provides us stability and above all, strategic optionality to grow, invest, and remunerate you, our shareholders.
In 2025, the Group's total tax contribution amounted to EUR 9.553 billion, of which EUR 2.028 billion were paid in Spain. Taken together, our main value creation metric, tangible net asset value per share plus cash dividend per share, grew 14% in 2025. Over the last decade, the benefits of our strategy for shareholders are clear. Today, we are submitting for approval at this meeting a final dividend of EUR 0.125 per share, 14% higher than the previous year. Adding this dividend to the interim dividend and the share buyback programs charged to 2025 results, total shareholder remuneration will amount to approximately EUR 7.05 billion, the highest in Santander's history, equivalent to around 50% of the Group's attributable net profit.
Last year, we committed to distribute at least EUR 10 billion through share buybacks charged to 2025 and 2026 results and excess capital. Of this amount, nearly EUR 7 billion has already been executed, including what was completed in 2025 and the program currently underway. In total, since 2014, we have distributed EUR 42.5 billion to our shareholders through cash dividends and share buybacks. Only since 2021, the total amount of share buybacks has reached EUR 16.2 billion, representing 18% of the outstanding shares. As of December 31st, 2025, Santander's share price significantly outperformed both the sector and the broader European market, making us the largest bank in the Eurozone by market capitalization at EUR 147.9 billion.
A shareholder who invested EUR 100 on January the 9th, 2015 at a share price of EUR 5.89 has received EUR 37 in cash dividends per share, achieving a total return of 164% or a compound annual growth rate of 9%. That investment was worth EUR 264 as of March 26th, 2026. Our priority is to grow clients, build trust through ever-improving service with profitability and financial strength. This focus on what matters has enabled us to exceed the targets we set for the cycle we are now closing. In 2025, we made strategic decisions. We did so with financial discipline to optimize our capital allocation and to improve the bank structurally. The first step was the sale of our bank in Poland, a strong bank with a high-quality franchise and an excellent team.
However, it did not fit with our strategy of capturing network effects at an international level. Therefore, we made this decision, which had three key effects. First of all, we achieved a very attractive valuation while releasing capital. It increased our optionality to reallocate capital to more productive markets, and it improved the composition of our earnings. Once again, capital discipline is not only about doing more, but about doing what generates the most sustainable value over time. Following the sale of Poland, for that reason, we announced two complementary acquisitions, TSB in the U.K. and Webster in the U.S., both fully aligned with our capital allocation hierarchy, which stands as follows. First, profitable organic growth. Second, attractive and predictable shareholder remuneration. Third, allocation of surplus capital to inorganic transactions and other opportunities when the returns clearly exceed those of share buybacks and strengthen our strategic position.
With TSB, we strengthen our U.K. franchise, positioning ourselves among the top three banks in retail personal current accounts and the top five in mortgages. The opportunity is clear, a strong mortgage and deposit base, a lower risk balance sheet profile, and significant room to improve cost efficiency. We will apply our operating model, radically improving efficiency with the objective to reach a RoTE of our U.K. business of around 16% by 2028, up from 10% in 2025. Webster in the U.S. is the third step in a disciplined plan to refocus our global presence on countries that show meaningful network effects and where we can also operate at a sufficient local scale. The capital increase to issue the shares that will be delivered to Webster's shareholders is submitted for approval at this meeting.
With this transaction, which will accelerate our transformation in the United States, the largest and most profitable banking market in the world, we will become one of the top 5 banks by deposits in the northeast of the country. Santander's and Webster's businesses in the U.S. are highly complementary, too. The combination of Santander's leadership in consumer finance with Webster's commercial franchise and its high-quality deposit base positions us as a well-diversified regional bank and will enable us to capture new growth opportunities and generate synergies supported by an excellent cultural fit between the two teams. It will accelerate the Santander's U.S. path toward best-in-class profitability and efficiency. The goal is for Santander's return on tangible equity, RoTE, in the United States to reach around 18% by 2028. Together, these two transactions will contribute more than $2 billion in additional profit in 2028.
Additionally, beyond the profit, they improve the quality and predictability of our earnings. Since after these transactions, approximately 80% of our loan book and 65% of our operating profit before taxes will come from markets with strong currencies, which reduces volatility. This is capital discipline, strengthening key franchises, improving earnings quality, and accelerating value creation for you in a sustainable way. I will now mention how we are executing our strategy through our global businesses driven by One Transformation. Retail & Commercial is our core business. It generated in 2025 EUR 7.7 billion in profit with a return of 17.7% post-AT1. We are building what we call a digital bank with branches, the best digital experience combined with advice and human support. Openbank and our consumer finance platform is also growing strong, onboarding 20,000 new customers per day.
Our ambition is to deliver a digital-first experience backed by Santander's resilience and trust. Thus, our goal is to unify the digital experience into a single app for all our customers across all countries by 2036. Our Corporate & I nvestment Banking, CIB, is an example of global reach with a strong local presence. It generated more than EUR 2.8 billion in profit with a RoTE post-AT1 of 19.1%. It will allow us also to offer these product to the Webster Bank network and through the Group as we do in general. Wealth Management & Insurance is also a powerful growth engine, a business delivering a RoTE post-AT1 of 68.5% in 2025, which represents high-quality income with low capital consumption.
Finally, Payment Solutions is a payment business that has gone from being a mere transaction processor to turn into a global commercial technology platform. In 2025, we processed around 26 billion transactions with EUR 238 billion in acquiring volumes. Revenues grew 17% in constant euros and Payment Solutions' EBITDA margin reached 35%. We offer an integrated offer to companies with financing payments, risk management, advisory, and investment. The year 2025 also marked the end of the strategic cycle that we began in 2023. During this period, we transformed Santander into a structurally different bank, simpler, stronger, and more predictable. This transformation rests on four pillars.
First of all, our simpler and shared operating model across the Group, less products, more global processes, and greater automation, which allows us to improve services for our customers while reducing unit cost. Second, our global technology platforms, our ability to build platforms once and deploy them across several markets. Third, high quality and more predictable income structure. Finally, our capital position, which gives us optionality. It enables us to invest, as I said earlier, in organic growth, but also to execute complementary value-creating acquisitions, as we have shown recently. These structural changes are crucial because they reduce uncertainty, and they reduce the cost of capital. What has not changed is our strategy.
Our aim is to remain to be the best open global financial services platform, contributing to the progress of people and businesses in a simple, personal, and fair way. At the basis of this is our belief in technology and artificial intelligence, our structural advantage. Underlying this transformation is our commitment to technology and artificial intelligence. We want to build once, as I said earlier, and deploy globally, standardizing and simplifying. By doing that, we offer a better experience with more agility, stronger controls, and lower unit cost. Some examples are Gravity, our core banking software, developed in-house.
It's been deployed to more than 50% of the Group's technical operations, and we are now working on Gravity 2.0, a comprehensive platform designed for the AI world, which will accelerate product launches, enable safer use of data, allow capabilities to be deployed across countries quickly. AI will be most likely the most profound economic and social transformation since the Industrial Revolution. Its impact goes far beyond productivity. In banking, it enables us to better assess risk, prevent fraud more effectively, personalize services, and expand access to credit. I want to underscore that its adoption, in our case, will be both rapid and responsible from design.
The winners in the age of AI will not be those who build more pilots, but those who are able to escalate them at a global level, and the only way to do that is by transforming the way we work and the culture. At Santander, moreover, we have four unique elements to be one of the winners in the AI era. First of all, deep relations with millions of customers, 180 million. Flows of daily trillions of transactional data, balance sheet capacity, one of the greatest in the world, and strong risk management expertise. This is not just facing a technological debate. It is fundamentally, as I said, a challenge of leadership, culture, and execution. AI is already delivering results in the Group.
In 2025, we captured approximately EUR 280 million in value through initiatives that have enabled us to deliver personalized customer interaction, risk management, fraud prevention, and it will transform our internal processes and contact centers. We said in the past, we are integrating artificial intelligence in two dimensions. On the defensive side, this is focused mainly on productivity and the offensive, where we want to expand our reach and do more things, which before we weren't able to do, but now we can with AI. These initiatives will generate, as a whole, more than EUR 1 billion in value by 2028, combining revenue growth and cost reduction, and will reduce the Group's efficiency ratio by around 1 percentage point, acting on revenue as well as on costs.
In a world in transformation, our commitment to sustainability remains firm. We've repeated it often. For Santander, results are as important as the way in which we achieve them, and we are still focused on supporting our customers transition to a more sustainable economy or promoting financial inclusion and education, and we see that as our responsibility. We continue supporting our clients in this field, and since 2011, we have reduced our footprint of our own operations by 88%. In 2025, we reached 100% renewable sources and electricity consumption in our main markets. Sustainability, we see beyond it. For example, offering solutions to the most vulnerable. Since 2023, more than 6.3 million people have benefited from our financial inclusion programs. Approximately EUR 1.3 billion in microcredits granted to a total of 1.8 million entrepreneurs.
Finally, Santander's commitment to education, employability, and entrepreneurship continues and is still a priority for us. We have allocated EUR 211 million to this objective since 2023, collaborating with more than 1,000 universities and other institutions in 13 different countries. The nearly EUR 164 million dedicated to all community support initiatives in 2025 have enabled us to help almost 10 million people and organizations. In summary, sustainability is integrated fully into our governance, into the business, and risk management, and it is key to build a responsible bank. Everything I have just explained, our financial strength, our structural transformation, and our discipline on allocating capital, places us in a very solid position to face the next 2026, 2028 strategic cycle. For this new cycle, we have defined a North Star, a roadmap with ambitious objectives.
In 2028, we will aim to exceed EUR 20 billion in profit. This will lead us to a profitability measure in terms of RoTE above 20%. At the same time, we will maintain a CET1 of around 13%. The most important for you, ladies and gentlemen, shareholders, this return will translate into a more attractive and growing remuneration. We intend to more than double the cash dividend per share in 2028 compared to 2025, increasing the share of profit allocated to cash dividends to 35% from 2027 results, subject to future corporate and regulatory decisions and approvals. Overall, our objective is for total shareholder value creation, growth of TNAV per share, plus a dividend, to approach 20% in 2028.
These figures are the result of a plan with very concrete operational targets: exceed 210 million customers in 2028, of which 125 million will be active customers. Increase fee income and reduce cost per active customer in constant euros. Achieve mid-single-digit annual revenue growth in constant euros. Reduce total cost in constant euros each year, driven by One Transformation. Ensure that Gravity and our One App serve more than 80% of retail customers. Throughout this plan, we will have more than EUR 50 billion of capital to finance profitable growth and its remuneration to the shareholder, following our capital allocation hierarchy that I just explained.
With a baseline scenario of somewhat higher inflation and lower growth than a month ago, today we reaffirm these commitments, the commitments we made on February 25th at our Investor Day, as they largely depend on our ability to execute our strategy, the one I just described, over the next three years. We are monitoring very closely the implications of recent geopolitical events. It is in challenging times precisely that the value of our diversification becomes most evident. Based on our results in Q1, we are maintaining all our targets for 2026.
That, not considering inorganic operations, which would add even more, are achieving mid-single-digit revenue growth and reducing costs both in constant euros compared to the prior year, maintaining a stable cost of risk, increasing profit versus 2025, and maintaining a CET1 ratio in the range of 20.8%-30% by the end of the year. For the first quarter of 2026, we have continued the positive trends of previous years, growing both our customer base and revenue, while costs are expected to decline in constant euros year on year, resulting in an improvement in efficiency of approximately 250 basis points, and with a cost of credit in line with expectations. Furthermore, we maintain strong capital generation in the quarter, with the CET1 ratio increasing compared to December 2025 year-end. As a result, we are on track to increase profit in 2026 year on year.
Last year, I said that Santander was a unique investment opportunity. Following a share price appreciation of more than 122%, outperforming the European Banks Index by more than 56 percentage points, we continue to believe this is the case. We combine profitable and sustainable growth, strong capital, and a prudent risk profile with attractive shareholder remuneration and a well-defined plan to deliver greater value creation. Ladies and gentlemen, shareholders, we today are a simpler, more effective, and more predictable bank than three years ago. We have fulfilled all our commitments and targets. Today, as we begin this new stage, we raise the bar even higher, and we do so with the full confidence that we will deliver again on our objectives. In an era marked by accelerated technological change, success will depend on leadership, culture, and execution.
The bank's Board remains fully committed to making sure that success is possible and is refreshed each year to ensure it has the necessary skills to do so. I would like to thank Homaira Akbari for her contribution over all these years and welcome Deborah Vieitas as new Independent Director, whose appointment is submitted today for your approval. None of what we have achieved, nor what we aspire to achieve, would be possible without each and every one of the professionals who make up this great team that is Santander. I'd like to particularly thank each and every one of them and congratulations to all of you for a fabulous year. Over the past decade, we have transformed our model.
We have built a more integrated, more scalable, and more profitable global financial services platform, one that has generated tangible returns, growing capital distribution, and sustained share price appreciation. I have always liked Ruskin's quote that says that educating a child is not about making them learn what they do not know but about making them someone who did not exist. Santander was founded more than 160 years ago, but once again, it is transforming itself to also be a bank that did not previously exist. This is possible thanks to a clear vision and the great execution and commitment of our team, a strong culture, and the ambition to continue being a winning company, improving every day. Thank you, our shareholders, for your trust and your support in making this future possible.
The commitment of the entire Santander team is to keep working day by day to stay ahead in order to generate sustainable growth and value and help more people and businesses prosper. Thank you very much. I give the floor to the CEO.
Good morning, shareholders, and thank you very much for attending this annual general meeting. Following the Executive Chair's speech in which he shared with you the Group's vision for the new strategic cycle, I would like to focus on the execution. First, I will outline the main management levers that have enabled us to achieve our 2025 targets. Next, I will briefly review our global businesses' financial performances. Finally, I will share how we are approaching 2026 and the priorities that will guide us in our execution. However, as has now become my habit, before turning to the results, I would like to remind you that our history is not written solely in figures. Above all, it is a story about people. For that reason, the first thing I would like to do is to give thanks.
Thanks to our customers for the trust that they have placed in us and for giving us the opportunity to become their primary bank. Thanks to you, our shareholders, for your confidence in us and, in particular, our ability to create sustainable value. Thanks especially to the almost 200,000 employees who work at Santander. It is their commitment, their talent, and their excellence that make it possible for us to translate our strategy into results and for us to continue being a leading bank globally and in each of our markets. That being said, let me now start by going over the main drivers that shaped our performance in the year. 2025 was a defining year for Santander for four main reasons. Firstly, because the share price more accurately reflected the strength of our business model.
The market is recognizing the value of our unique franchise with a total shareholder return ending the year up 132%. Secondly, because 2025 marked the successful completion of our three-year strategic plan, having exceeded the targets we set ourselves, placing us in an excellent position to embark upon the new strategic cycle. Thirdly, because we continue to advance our strategy of profitable growth, strengthening our presence in key markets while maintaining disciplined capital reallocation. As the Executive Chair has already mentioned, we announced the disposal of our bank in Poland, the acquisition of TSB in the U.K., and more recently, the acquisition of Webster in the U.S. Finally, because we demonstrated a clear commitment to you, our shareholders, through our solid and predictable shareholder remuneration policy.
If the banking sector showed us anything in 2025, it is that a strong starting position makes all the difference in demanding environments. It was precisely in a more demanding environment that Santander once again demonstrated the strength and resilience of its model. As a result, we achieved a record profit for the fourth consecutive year, reaching EUR 14.1 billion. A clear common denominator underpins all this: execution, the discipline to convert strategy into value. It is precisely this execution that explains why these results are not merely the product of isolated decisions or the economic cycle. They reflect our unique business model, which enables us to deliver higher returns with greater predictability, two attributes that can rarely be sustained simultaneously in the sector. They also are the result of a profound change in the way we operate.
We have moved from operating as a federation of product-centric banks to becoming One Santander, a global customer-focused platform with a single way of working across the Group. At Santander, everything begins with the customer. We combine our global scale with deep local knowledge, simplify what we offer, connect capabilities across countries, and rapidly scale what works. We build solutions once and deploy them across all our countries. We are developing data and artificial intelligence solutions centrally and integrate them across all our businesses, industrializing processes instead of replicating them market by market. This enables us to provide you, our valued shareholders, with returns that are among the highest of our peer group, supported by a model that increases the predictability of our results. Our ability to generate higher returns is primarily supported by two key levers. The first is our transformation program, One Transformation.
In a sector that demands increasing levels of investment, only institutions such as Santander with scale, vision, and strong ability to execute can undertake a large-scale transformation. Since its launch at the end of 2022, One Transformation has marked a structural shift by focusing on simplification, process automation, capturing the network effect across businesses and countries, and leveraging common operating models and shared platforms. In addition, the integration of AI is further reinforcing these advantages. The result is twofold: consistently providing the best customer experience, enabling us to advance towards our ambition of being their primary bank, and a structural efficiency improvement, which simultaneously drive strong performances in both revenue and costs. Primacy drives customer engagement. Engagement improves the quality of our earnings, and the quality of our earnings is the foundation for higher returns. The second key lever is our advanced capital management model.
We manage capital with a focus on shareholder value creation. This is a cross-cutting approach that is embedded across the entire organization and aligns decision-making at all levels around a common objective: delivering profitable and sustainable growth above the cost of capital. We deploy capital where it generates the greatest value, supported by the flexibility provided by our business and geographic diversification. This enables us to recurrently reinvest a substantial portion of our balance sheet in opportunities offering returns above those of the maturing portfolio, progressively enhancing the Group's profitability. We also operate with a clear capital allocation hierarchy. First, profitable organic growth and ordinary shareholder distributions. Selective and complementary bolt-on acquisitions when they create value. Finally, extraordinary distributions when capital levels permit. The decisions we have taken in recent months illustrate the application of this hierarchy.
Just as important as higher returns is our ability to generate them in a predictable way through the cycle, regardless of the economic environment. This stability is not simply conjunctural. Rather, it is the result of a model built on three pillars. The first one is our geographic diversification combined with significant scale. Operating across countries with different economic cycles contributes to revenue stability and strength and solvency through risk diversification. At the same time, our 180 million strong customer base at the end of 2025, one of the largest in the banking sector worldwide, together with leadership positions in most of our countries, drives efficiency and reinforces our model. The second pillar is business diversification. Our integrated model enables us to support customers throughout their financial life cycle, offering comprehensive and consistent solutions at every stage.
In contrast to new specialized competitors who have a more limited scope, the range of our businesses constitutes a clear competitive advantage. It deepens customer relationships and positions us as their primary bank, offering a single point of access to all solutions, thereby enhancing the stability of our model. Moreover, this diversification acts as a natural stabilizer throughout the economic cycle as our different global businesses benefit from different environments. The third pillar is the strength of our balance sheet. Solid capital and liquidity levels, along with robust credit quality, provide a balance sheet structure capable of absorbing adverse shocks. Our ability to deliver both higher returns and greater predictability is clearly reflected in our results. In 2025, Santander reached a new record profit, achieving all of our targets. First, we maintained revenue in line with the previous year.
In a significantly more challenging environment with lower interest rates in most of our countries, net interest income was robust. Net fee income increased across all businesses, rising 9% in constant euros, driven by our focus on high value-added services and increased transactional activity resulting from an improved customer experience. We reduced costs in constant euros, supported by One Transformation. The cost of risk remained stable around 1.15%, reflecting the quality of our loan book. We significantly exceeded our capital target, closing the year with a CET1 ratio of 13.5%. Finally, we achieved a post-AT1 RoTE of close to 16.5%. The achievement of all these targets has enabled us once again to generate greater value creation for you, our shareholders, with double-digit growth in TNAV plus cash dividend per share.
In addition, as the Executive Chair explained, last year, we confirmed the objective of distributing at least EUR 10 billion through share buybacks charged against 2025 and 2026 results and excess capital. We have already carried out 70% of this through the programs completed in 2025 and the share buyback currently underway. In short, Santander has once again demonstrated the strength of a model that combines profitability and predictability to generate sustainable value throughout the cycle. To better understand these results, let's take a look at the financial performances of our global businesses in 2025. Retail continued to be the Group's main driver of revenue and profit in 2025, reflecting our progress in the transformation of our business and operating model.
In a more challenging context, profit increased 9% in constant euros, supported by effective margin management in a lower interest rate environment, as well as higher transaction volumes and a growing customer base. At the same time, costs decreased by 4% in real terms, thanks to our transformation efforts. Finally, asset quality remained solid with improvements in the cost of risk and the NPL ratio, reflecting our focus on profitable growth and prudent risk management. In consumer, we continued to prioritize profitability, reducing funding costs, and actively managing capital to maximize returns. As a result, profit rose 8% year-on-year in constant euros. This growth was supported by net interest income, thanks to active margin management and higher volumes in auto, as well as the solid performance in the cost of risk, particularly in the U.S.
In CIB, our wholesale business, the initiatives we carried out during the year translated into higher activity levels. Of note were the strong performances in export finance in our core markets, where we further cemented our global leadership for the fourth consecutive year. In corporate finance, driven by M&A activity in the U.S. and Europe, and in global markets, supported by high levels of activity with institutional clients. As a result, CIB once again closed the year with record revenue, driving 7% profit growth year-over-year in constant euros, with a particularly strong increase in net fee income across all businesses. Our efficiency ratio and RoTE remained among the best in the sector. In Wealth, we reached a record level of assets under management, exceeding EUR 558 billion.
Profit increased 27% year-on-year in constant euros, driven by fee growth in private banking and Santander Asset Management. As a result, Wealth ended the year firmly established as one of the Group's most profitable and efficient businesses. In Payments, strong performance in PagoNxt and cards translated into a significant increase in profit, with double-digit growth in net interest income and net fee income, driven by higher levels of activity and effective cost control. We delivered this strong performance while also continuing to make progress in sustainability, which we consistently and profitably integrate into our business. This was reflected in tangible progress in 2025. For example, we financed 270,000 electric vehicles in Europe. In a Group with more than 108 million cards, 97% of the cards we issued in the year were made from sustainable materials.
CIB has mobilized EUR 174 billion in green financing since 2019. Socially responsible investment assets under management reached EUR 130 billion, comfortably exceeding our objective for 2025, and around 10% of our mortgage portfolio in Retail is aligned with EU taxonomy criteria. Overall, all our businesses demonstrated the strength of our model, our disciplined execution, and our ability to convert priorities into results. If 2025 was the year in which we confirmed the strength of our strategy, 2026 will be the year in which we take that execution to another level, execution with precision. After an outstanding 2025, we are beginning 2026 from a position of strength. The beginning of the year has been marked by heightened geopolitical uncertainty and bouts of market volatility.
In this context, we have strengthened our monitoring of key risks, assessing adverse scenarios, and ensuring that our capital and liquidity positions provide ample capacity to absorb them. We start the year from a strong position. This enables us to move forward with determination in executing our priorities, increase profit, and further strengthen our position among the leading global banks. In recent years, we have laid the foundations for the bank of the future, but there is still further potential to unlock. As I mentioned, the key to achieving this in 2026 will be precision. Precision in capital allocation, technology rollout, and talent management. What does executing with precision mean in practice? First of all, it means that capital discipline will continue to be a differentiating factor, rigorously allocating capital with a clear focus on value creation.
We will prioritize portfolios, segments, and geographies and countries that generate returns above the cost of capital, actively managing areas where profitability does not meet our standards. Secondly, it means maximizing the impact of our technology investments. It is not about investing more, but about executing the rollout of our common platforms, scaling the use of AI, and fully capturing the efficiencies derived from transformation more effectively. Thirdly, it means managing talent with greater precision, ensuring that each team across the Group contributes value. In this regard, we will continue to develop our way of working based on domains. As the executive chair has explained, domains play a fundamental role in accelerating our transformation and improving profitability. Our ambition is clear. We want to be the most profitable bank in each of our markets. As such, exceeding our 20% RoTE target for 2028 will be the natural outcome.
The best way to confidently move forward towards 2027 and 2028 is to deliver on our 2026 priorities the Executive Chair has just shared. To achieve these targets, we will focus on the following global business priorities. In retail, we will continue to progress towards our ambition of becoming our customers' primary bank. We will continue deploying our global platforms such as Gravity 2.0 and One App, expanding our global customer relationship management, our CRM, based on advanced analytics and AI. This will strengthen customer engagement through greater personalization and advisory capabilities. We will also continue advancing the integration of TSB and Webster's corporate business into the Group, capturing synergies, ensuring service continuity, and maximizing value creation. In consumer, we have...
which we have renamed Openbank, we will continue to integrate mobility finance, consumer finance through Openbank Pay, and our digital bank onto a single global platform. This platform will enable us to scale the consumer business, consolidate our leadership in auto finance, and drive customer loyalty and engagement more efficiently. At the same time, we will expand our strategic partnerships and continue integrating our U.S. consumer finance business with Webster. All of this will be supported by a more stable and efficient funding structure. In CIB, we will deepen our strategic relationships with clients, expanding our advisory services and further personalizing our offering. We will strengthen our presence in the U.S. and consolidate our pan-regional proposition in Latin America and Europe while advancing in other countries.
At the same time, we will continue to transform our operating model through the globalization of our platforms and active capital management. In addition, we will continue to strengthen CIB's role as a product factory for the Group's other global businesses, reinforcing connectivity across businesses and countries. In Wealth, we will operate under a new organizational structure built around two verticals, private banking and insurance and asset management solutions. We will focus on developing the life and investment platform, migrating to global platforms, and further strengthening our protection platform. We will continue to consolidate our role as a trusted financial advisor, simplifying and personalizing our value proposition. Finally, with the payments platform strategy now largely established, Payments is positioned as the Group's global payments platform business. It comprises Getnet Platforms, which brings together account-to-account and card processing platforms, and Ebury.
Our aim is to strengthen our leadership as a global payments platform, driving sustainable growth across regions and in the open market, while reinforcing strategic partnerships and continuing to move towards common platforms. Dear shareholders, allow me to conclude by reiterating my gratitude for your trust in us. I view the management of a bank as the ability to combine short-term execution with decisions that will stand the test of time. We act as stewards of a project that transcends us, and that responsibility guides our decisions and underpins the consistency of the results. As the saying goes, knowledge only creates value when it is applied. In banking, strategy only creates value when it is executed with discipline. In this new stage, we will do so with the precision required to continue improving profitability and the strength of our results.
We act with responsibility and ambition, convinced that success is not proclaimed. It is built day by day through our actions and our commitment to a clear purpose: helping people and businesses prosper. Thank you for joining us at the start of this new strategic cycle. We look to the coming year with determination to continue demonstrating through actions the strength of our model. It will be a pleasure to share our progress with you again next year.
Next, 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 other 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 the presentations will end. The Chair of the Audit Committee now has the floor.
Ladies and gentlemen, as Chair of the Board Audit Committee, I would like to address you to summarize the main activities carried out during 2025. These activities are described in full in the Committee's report included in the Corporate Governance Chapter of the annual report. Firstly, the Audit Committee reviewed the integrity and quality of the bank and the Group's financial information for the 2025 financial year. This information includes the financial statements submitted today for your approval under item 1.a. of the agenda, in respect of which our External Auditor, PricewaterhouseCoopers, has issued an unqualified opinion. The committee oversaw the preparation process and the effectiveness of the related internal controls, which were also verified by our external auditor. Secondly, the Committee has also reviewed the non-financial information, including close coordination with the Responsible Banking, Sustainability, and Culture committee.
In doing so, we sought to ensure data quality, consistency of criteria, and traceability of reporting processes. The consolidated non-financial information statement for 2025 is submitted for your approval under item 1.b. o f the agenda, and as in the previous year, it has been prepared in accordance with the reporting standards of the Corporate Sustainability Reporting Directive, CSRD, which is still pending transposition in Spain. Further, our regular and transparent communication with the External Auditor enabled us to remain fully informed of the progress of the financial audit and the review of non-financial information, as well as of the relevant regulatory developments. In sessions held without the participation of Group executives, we also confirmed that the lead Audit Partner had no concerns that could affect the External Auditor's independence or the quality of its work.
PricewaterhouseCoopers was first appointed as external auditor of the bank and the Group at the 2016 AGM. The 2025 financial year therefore marked the tenth year since its appointment, and therefore, in compliance with applicable regulations, a public tender process was conducted through a transparent and objective selection procedure, which concluded in 2024 with the selection of the above-mentioned audit firm. This year, we have once again positively assessed the auditor's performance and verified its independence in accordance with applicable regulations in our internal policy. Accordingly, the Committee has proposed its reelection for the 2026 financial year, which is submitted today for your approval under item 3.a. o f the agenda. In addition, we propose its appointment as verifier of sustainability information under item 3.b. of the agenda should this be required under the legislation transposing the Corporate Sustainability Reporting Directive.
The Committee also reviewed the 2025 internal audit plan and monitored progress throughout the year. Particular attention was paid to emerging risks such as cybersecurity, those relating to new technologies, supplier management, and financial crime prevention, as well as to the adequacy of the corresponding internal controls with the aim of anticipating weaknesses and ensuring timely remediation. The Committee also safeguarded the independence and effectiveness of the internal audit function, ensuring that it has the necessary resources to fulfill its objectives in the context of the Group's transformation agenda and the consolidation of its activities under five global businesses. To this end, the Committee maintained ongoing communication with the Group's Chief Audit Executive, reviewed her objectives, and assessed her performance.
We also received detailed information on the Group's presence in non-cooperative jurisdictions, which the Group limits and has been progressively reducing to the extent possible, as well as on the oversight exercised over such entities. The Committee was also informed of the implementation of the Group's tax policies during the year and of the submission of the annual tax transparency report to the tax authorities. Finally, the Committee oversaw related party transactions and the related information and control procedures, verifying their fairness and transparency as reflected in the corresponding report included in the annual report. I would like to highlight the close coordination maintained with the Audit Committees of the Group subsidiaries, which has fostered constructive dialogue on matters of common interest and enabled us to leverage their valuable experience, which is essential to perform our duties with a global and integrated perspective.
For all these reasons, I would like to express my satisfaction with the work carried out by the Committee and to convey its favorable opinion regarding the above-mentioned proposals submitted today for your approval. Thank you very much.
The Chair of the Responsible Banking, Sustainability, and Culture Committee now has the floor.
Ladies and gentlemen, shareholders, I am addressing you once again as Chair of the Responsible Banking, Sustainability, and Culture Committee to report on the most important activities carried out by the Committee in 2025. Our task to support the Board in defining and overseeing the Group's sustainability strategy was based on the following main pillars. Santander contributed to the progress of people and businesses with a total of EUR 330 billion in loans granted to support homeownership for 3.6 million families and EUR 318 billion to finance the creation and growth of businesses, including more than 740,000 SMEs and self-employed individuals.
Santander invested in close to EUR 164 million in 2025 to support the communities where it operates, helping nearly 10 million people and organizations. Since 2023, the Group has allocated EUR 311 million to promote education, employability, and entrepreneurship. Our financial inclusion initiatives benefited 6.3 million new people, exceeding the 5 million people we had set as our target for the period from 2023 to 2025. Regarding environmental matters, support for our customers in achieving the transition to a low carbon economy amounted to EUR 174 billion in green finance since 2019, comfortably exceeding the target of mobilizing EUR 120 billion. The Group is already progressing towards the next milestone of EUR 220 billion by 2030.
In 2025, Santander also reached nearly EUR 100 billion in socially responsible investment assets under management, exceeding the target of reaching EUR 100 billion. Regarding employees, Santander continued to promote an inclusive culture and fair working conditions in coordination with the Nomination and Remuneration Committees. In coordination with the Risk, Supervision, Regulation, and Compliance Committee, the Committee also oversaw two topics. First, the progress made in embedding ESG factors in risk management, particularly in the most material sectors. Second, the progress made in our climate strategy, reducing the environmental impact of the Group's activities and supporting customers' green transition in accordance with regulation and market practice in the jurisdictions where Santander operates. As set out in our 2025 Sustainability Statement, we continue working towards net zero carbon emissions by 2050.
The update of our alignment targets, scope, metrics, and scenarios has enabled us to incorporate the latest scientific insights, reflect our role as a facilitator of the transition, and recognize how external factors, especially public policy, shape the pace of the transition. Five years after establishing our first target, the approach remains credible and consistent while reflecting the real pace of transition across the economies in which we operate. Finally, I would like to highlight that the Committee supported the Audit Committee in overseeing and assessing the process for the preparation and presentation of non-financial information. Both Committees paid particular attention to the main European and international financial regulatory and supervisory initiatives related to sustainability in order to assess their impact on the Group. In this context, the initiatives promoted by the European Commission aimed at simplifying taxonomy, sustainability, and due diligence reporting requirements have been particularly noteworthy.
In 2026, we will continue to support the Board in defining and overseeing the sustainability strategy, considering the evolving context, market conditions, customers' needs, regulation, and supervisory expectations in the countries where Santander operates. We will continue to prioritize our sustainable finance proposition and support customers in addressing their most basic needs while continuing to ensure the proper integration of ESG factors in risk management. Thank you very much.
The Chair of the Remuneration Committee now has the floor.
Good morning. I'm here in my dual role as Lead Independent Director and Chair of the Remuneration Committee. My full reports are in the Corporate Governance section of the annual report published with the AGM notice, so I'll keep these remarks focused on the highlights. 2025 was another record year. Attributable profit reached EUR 14.1 billion, up 12% year-over-year, with meaningful continued value creation for shareholders. The strategy is working. The Board's focus is clear, grow profits, allocate capital efficiently, and transform our technology platform. Those three priorities are how we increase shareholder value, and they drove everything the Remuneration Committee did this past year. The combination of talent and technology is what makes a bank competitive over the long term. As Santander transforms, it competes for top leadership and specialized skills globally.
Our pay framework has to attract, develop, and retain the best people, full stop. Throughout 2025, the Committee ensured that our compensation structure supports the strategy, reinforces a strong risk management culture, and keeps incentives squarely aligned with shareholder interests. We benchmarked against peers, reviewed executive variable pay, applied appropriate risk adjustments, and, incorporating shareholder plus proxy advisor feedback, set the 2026 performance indicators with a continued emphasis on shareholder value, capital discipline, and implementation of the transformation agenda. I personally met with 11 of Santander's largest institutional investors, representing approximately 24% of share capital. Discussions covered corporate strategy, capital allocation, executive pay, and governance. The feedback was positive. Investors viewed last year's policy changes constructively and did not call for further changes. Today, we're asking shareholders to approve three years of remuneration policy.
The framework retains the same core principles as 2025, with two targeted adjustments. First, a simplified bonus scorecard. In direct response to investor feedback, we streamlined the scorecard for greater clarity. Second, compensation increases. We're proposing a modest 5% increase in base salary and target bonus for Executive Directors, reflecting sustained outperformance over recent years, the ambition of targets set for the next phase, and Santander's existing international footprint. The Board also approved a 5% increase in annual Board fees, supported by current market benchmarking. Alongside the policy, shareholders are also voting on the fixed to variable pay for key identified staff, the Group's buyout policy, and the 2025 Directors' Remuneration Report. My work this year and every proposal before you today has been aligned with Santander's strategy. Our technology-led transformation, commitment to disciplined capital allocation, and careful risk management.
My test as a shareholder is straightforward. Pay should rise with performance and profitability while ensuring that an ever-increasing share of that profitability flows to shareholders. That's a win-win for investors who have entrusted us with their capital and for the employees who are driving the results. Thank you for your continued support.
The Chair of the Nomination Committee now has the floor.
Ladies and gentlemen, shareholders, I am speaking to you today as Chair of the Nomination Committee to highlight the main activities carried out by the Committee during 2025. Full details can be found in our activities report included in the Corporate Governance Chapter of the 2025 Annual Report, published in connection with a call notice of this general meeting. I would like to begin by highlighting the attention devoted to the composition of the Board and its Committees, taking into account relevant factors as a Group strategy and the countries in which it conducts its core business. As a result of this analysis, the Committee has proposed the appointment of Deborah Vieitas as an Independent Director.
She is also Chair of the Board of Directors of Santander Brazil and brings extensive experience in the financial sector together with deep knowledge of the Brazilian market. Ms. Vieitas will fill the vacancy left by Ms. Homaira Akbari, who has decided not to stand for re-election and will therefore step down as a Director following this meeting. On behalf of the entire Board, I would like to thank Homaira for her outstanding contribution over all these years. In addition, for 2026, the Committee has proposed a re-election of Sol Daurella, Gina Díez Barroso, Carlos Barrabés, and Antonio Weiss, which is submitted for approval under item 4 of the agenda of this general meeting.
This proposal has been made after assessing their commitment to Banco Santander, their performance and dedication to the role, their contribution to the effectiveness of the Board, and the extent to which their re-election supports the collective sustainability required by law. The annual evaluation of the Board's effectiveness is also a key practice in the continuous improvement of the Group's governance. It is a reflective exercise that enables us to assess the quality and effectiveness of its functioning. In 2025, the Board carried out its annual evaluation internally, confirming the Directors' overall satisfaction with the effectiveness of the Board and its Committees, as well as with its strong culture of open and constructive debate. During the year, we also satisfactorily oversaw the implementation of the action plan resulting from the Board evaluation conducted in 2024.
Throughout the year, the Committee also paid particular attention to the suitability of the Group's senior management team and the robustness of succession plans. We are all aware of the immense potential of the Group Santander internal talent and remain committed to its development and alignment with our corporate culture. In this context, the committee has recommended new appointments, including the heads of Openbank, Data, and Artificial Intelligence, as well as the new Global head of Risk of the Group. Finally, this year the committee has once again proposed to the Board that the annual general meeting be held exclusively in a virtual format. During the year, we analyzed the results of the general meeting held in 2025 and confirmed that the virtual format works effectively.
In 2025, the General Meeting stood out for the high level of shareholder engagement with the second-highest quorum in the past 30 years. We also saw a high level of participation during the session. Santander's participation platform enables us to ensure equal treatment of all shareholders and facilitates the full exercise of their rights, thanks to robust and secure technology developed in-house. Moreover, the virtual format is consistent with the Group's digital transformation, reflects its commitment to sustainability, and is increasingly adopted by companies worldwide. Looking ahead, the Nomination Committee will continue working to ensure that Santander has the best possible team and maintains strong governance across the Group, which are essential elements for the bank's business success. As always, we will do so in close collaboration with the other Board Committees. Thank you very much.
As the presentation of the Chairs of the Committees have now been completed, I remind you that no further presentations may now be submitted. The Secretary now has the floor.
I inform you in relation to the share capital reduction approved under item 6.b. of the ordinary general shareholders meeting held on 4th April , 2025. On 23rd December, 2025, and within the framework of the shareholder remuneration policy, the Executive Committee approved the implementation of the aforementioned capital reduction in an amount of EUR 98,002,935 by means of the cancellation of the 196,005,870 owned shares acquired within the framework of the buyback program implemented between 31st July , 2025 and 22nd December , 2025. The buyback program and the share capital reduction were duly authorized by the ECB.
Finally, I wish to inform you that since the previous general meeting, and under the current authorization granted by the shareholders at the ordinary general meeting held on 31st March , 2023 under item 5.d., the bank's Executive Committee agreed on 16th June , 2025 to issue contingently convertible preferred securities. Those securities were ultimately subscribed and paid up in an amount of EUR 1,500 million on 2 July 2025. As is customary for this type of instrument, the issue excluded preemptive rights. The respective report issued by the bank's Executive Committee upon this issue was published on the Corporate website on 24th June , 2025, and has also been made available together with the other documentation regarding this general meeting on the aforementioned website since at least 25th February , 2026.
Now we will show some videos to give those attending more time to view, listen to, or read the presentations that have been made, exercise the right to vote, and allow me to properly prepare, where possible, a summary of them and any comments on the issues raised by the shareholders. I remind you that you have a list of all the presentations submitted on the right of the screen, organized according to the percentage shareholding of the participant. You can consult the details of each of them in the presentations section of the general shareholders meeting platform, which you can access by using the dropdown menu to the left of your screen. I am sure that the videos that we are going to screen will be of interest to you.
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Dowlais is a provider of promotional merchandise to a wide variety of clients covering a wide variety of different industries. Now we trade out of the U.K., we have a site in the Netherlands, and also we have an office in the U.S. One of the problems we had with our banking arrangements is that while a lot of banks come across as international, we were finding that only the U.K. part of the business was actually of any interest to the banks we spoke to. The great thing about dealing with Santander is they actually sat down and listened to what we actually wanted to achieve. What we wanted to achieve was to have the facilities and the headroom across the Group and not just the U.K.
How on earth could we possibly unleash and unlock the opportunities in the U.S. as part of our overall funding package? That's exactly what they did. They came back with a solution that gave us U.S. facilities, U.K. facilities, and gave us a great deal more headroom. That's why we moved across. It was a very simple process, and the team at Santander made everything smooth. Since we've been operating and working with them, the team are fantastic. Santander have given us a very tailored approach. We are an international business. Like all international businesses, whether they be big, whether they be small, are still international businesses that have challenges dealing in multiple currencies, dealing with clients that are also global. We have assets in the U.S., we have assets in the U.K.
Before, we had a bank in the U.K. and we had a bank in the U.S., and we couldn't get the bank to see this Group. We saw two banks seeing two different individual companies. We've now moved across to Santander, and they've tailored that solution through their relationship team to enable us to use Santander globally. And that's the great thing about having the relationship we have with Santander. People have listened to us from the start and said, "What is it that you want?" They've also acknowledged that what we want today isn't necessarily what we want tomorrow and next year and the year after.
We've received 29 interventions. We will now address all the issues raised by the attendees. Pursuant to the provisions of Section 182 bis of the Spanish Companies Act and 34 bis 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 of the general shareholders meeting is present. The aforementioned written responses will also be published on the corporate website.
I will now, where possible, summarize the presentation submitted by the shareholders through a general shareholders meeting platform and will answer the issues they raised. First of all, there were several questions on shareholder remuneration. The shareholders, Ana Barreda Gabián, Ana María Guardo Reñio, and shareholders José Manuel García Faro, Juan Prieto. First of all, thank you to those of you who have congratulated us for our results. It is a result of the work of our team. They've done an excellent job this year. I would also like to thank all of you, ladies and gentlemen, shareholders, for putting your trust in us. That allows us to do things better every year. Regarding the subjects that you raised, I think that for the first time in 2025, we started to have a market valuation that is what we deserve.
A single model, diversified model, and growth, which generates sustainable growth. You already heard the remarks from the Chairman and the CEO, but we've grown by more than 7 million customers. That is what validates the Group strategy. Without customers, we couldn't announce these results. We also said in 2023, three years ago, that we were going into a new phase of value creation. Since then, since that meeting three years ago, the share of Santander has appreciated by 200% in three years. What is more important, exceeding by 60 percentage points the European Bank Index, which means that in that period, total return for shareholder has exceeded 132%, 56 points more above a European bank average and better than the IBEX 35.
That is the total return for shareholders comparable to the best in the world. Looking forward, the analyst consensus recommends buying or keeping Santander 96%, which gives us the confidence that there is still a lot of option to continue to grow. Moreover, in 2025, we have achieved a record remuneration to our shareholders, taking into account the dividend that we are submitting to this meeting today and the buyback program, which was rolled out on February the 4th. A remuneration of EUR 1.5 billion. This is a remuneration to the shareholder that is distributed 50% in cash dividend, EUR 3.2 billion, and the rest in a share buyback program.
The share buyback program includes EUR 1.8 billion, which is the equivalent to 25% of the ordinary profit of the group, and EUR 3.2 billion , which is the equivalent to approximately 50% of the capital generated when we completed the sale of Poland. In terms of the remuneration policy, it is clear and predictable. It is a payout, total payout of 50% of the net attributable profit of the group. It excludes non-monetary impacts. It is divided between cash dividend and the share buyback with two payments and the interim one, which is made up by a cash dividend of EUR 0.015-ish , 15% more than in the same period paid in November 2025, and a share buyback, which will be completed in December.
There is also a complementary dividend in 2026 that we submit to your approval in cash of EUR 0.125 per share. This is 14% higher than the same period the previous year, charged to 2025 results, which will be paid on May the 5th, 2026. I wanted to point out once again that since 2021, including the buyback, share buyback, we will have returned EUR 6 billion to our shareholders through the share buyback. This is about 18% of the outstanding shares. With regards to the cash dividend, we're going to increase it as of 2027. It's going to represent 35% of the profits of the group. The payout policy, it won't change.
It will be 50% of the total profit charged to 2027 results, and we will use the remaining part for the buyback of shares. This means if we comply our targets that we're going to more than double the dividend per share at the end of 2028. We also said that any capital surplus on the CET1 ratio at the end of 2028, we're going to pay out to our shareholders. The intention of the Board is to keep a remuneration to shareholders of 50% of the profit for the period, for the whole period until 2028, combining share buyback and dividend.
The bank committed a t the beginning of 2023 to pay out at least EUR 10 billion in share buyback, charged to the results of 2025 and 2026, and the excess capital in about EUR 1 billion. The remuneration policy in the form of dividend and share buyback is subject to regulatory approvals, as is always the case. Finally, in terms of a capital hierarchy, I already explained it in my speech. The priority is always profitable organic growth, which sets us apart from many of our European competitors. Number two, attractive and predictable remuneration for the shareholder, a growing remuneration, and the excess capital will be allocated to organic operations following strict criteria and always superior to what we would get by a share buyback. The following questions have to do with the Group strategy. Javier Zuzaeta and other shareholders have asked about this.
We want to be the best global platform for financial services. We set the strategy in 2019, doing things in a simple, personal, and fair way for all our stakeholders. Ever since we presented our first strategy plan in 2015, we have fulfilled each one of the plans. We have fulfilled all the targets that we set for ourselves in 2025. More people or individuals and companies chose Santander. This is very important for any company. We supported our 180 million customers in their financial needs, which means that increasingly more people, more millions of people are trusting Santander. The strength of our model and the strategy is based on a combination of global scale and local scale. This is very important. It's also based on focusing on the customer and geographical and business diversification.
This combined with a more disciplined capital management, we've been improving on this year after year, and also a culture that allows us to attract the talent that is required today, which isn't easy. This is what really generates value for our customers and also for our shareholders. The strategy is based on an offering of simple and agile products, focusing on things that matter to our customers. This we will achieve through the program that we explained, the One Transformation program. We are scaling the global platforms. Once the alignment between all the countries in terms of how we operate is the same, that will mean that our revenue will be of higher quality in the future.
Finally, the generation of capital, I already mentioned that in three years, we want to generate more than EUR 50 million that we're going to allocate to organic growth, in line with our hierarchy, but it also gives us optionality. Once again, meeting all our objectives, that will mean a growing remuneration for our shareholders. We believe, and the figures prove it, that our business model is unique, and it gives us a structural advantage vis-à-vis our peers in order to create value in a world which, as I said, is going through deep transformations. In terms of Openbank, now it combines a consumer platform, Openbank Consumer, the former Santander Consumer and, the Digital bank. This is a strategy that focuses on profitability, simplification, and digital scale. This is no different from the rest of the group.
Openbank, Digital Bank, and Consumer operates in 26 countries, Europe and America, more than 27 million customers, with almost 20,000 new ones every day. We are convinced that this growth is going to speed up further and will create value so that customers can access more services through the Digital Bank platform. We are growing in Germany, in Mexico, in the U.S., of course, in Spain and in some other European countries. For 2028, the aim is to reach 35 million customers and to reach a RoTE of almost 16% with a cost-to-income ratio of less than 32%. Insurance is a priority area for us in the future. We are strengthening life insurance and pensions for integral protection solutions. We are developing solutions for retirement that will also take into account demographic change to accompany our customers in that transition in their lives.
In terms of Payments, we also referred to this in our speech, but this is one of the units with more operational leverage and growth and intensive use of AI. Having our own modern and competitive platform in the world of AI sets us apart. Very few banks in the world can aspire to what we are doing, building our own platform. We are doing at the same time that it is profitable. EBITDA was 35%. Our aim for 2028 is to reach 45% and continue to grow our revenue at two digits. We said in the plan more than 15%. As I said in my speech, Payment Solutions, which is a new name that we're giving to PagoNxt, is not a transaction processor as its name indicates.
It's a global business which will be able to offer a platform of product and services that are benchmark in the markets where we operate, and that will allow us to accelerate the transformation of the bank in the rest of the divisions. In terms of the strategy in Brazil, it is a key market for Santander. We referred to this, especially the CEO did in his speech. We are improving the quality of the business, loyalty of our customers, and profitability. We rebalanced the portfolio in a select SME corporate, and we're going to continue to strengthen corporate banking, CIB, treasury to reinforce our franchise. We will continue to work on retail two, aligned with the global platforms. This year, we're going to deploy Gravity, our core system, which is already operational in half of the Group.
That is going to be fundamental to accelerate our strategy in Brazil. The next questions have to do with strategy, more specifically the 2026-2028 strategy plan, Ignacio Bentis and Pablo Bros. I'm going to refer to that, although it's already been explained in detail. At Investor Day on February 25th, we presented this plan. It's based on a successful trajectory in all the previous strategy plans. The aspiration for 2028, as I said, is to be even more demanding. We aspire to grow 30 million customers to reach 210 million customers in 2028. This is an objective that we repeated once again, more than EUR 20 million in profit, an efficiency ratio of under 32% with a RoTE of more than 20% in 2028, with annual growth with a two-digit growth for this period, 2026-2028.
This is accompanied, as I said, by a change in how we're going to distribute 50% of the payout as of 2027, charged to the results 2027 35% of the ordinary profit of the Group and the remaining 15% for acquisitions. We have more than doubled the dividend per share if we compare 2025 to 2028. If any excess of capital that we have at the end of the period, at the end of 2028, we said we're going to distribute or pay out to our shareholders.
The most important thing, because this is a financial variable which is at the core of our financial objectives, is the growth of the TNAV per share, which must approach 20% in 2028, with a CET1 ratio in an operational range from 12%-13% and almost 13% already in 2027 and 2028. Our single business unified model One Transformation will deliver this. We want to do more, better, and faster. That is the objective. We don't change the plan. We make more progress in these three years. In retail, the focus is going to be in evolving to what we call digital bank with branches.
In digital bank, we want to grow as a global platform of a digital bank. With consumer transactions, especially Auto and CIB, once again, this is a business which is going to leverage fee income with products that are going to be distributed by the different banks of the group. In Wealth, a very important part of the strategy is based on insurance. In Payment Solutions, the strategy, once again, is connecting the platforms, roll out the card and payment platforms, acquiring that is the basis of the strategy, where there's also going to be a faster adoption of AI, faster than in the group. Very important also in this three-year plan is the integration of Webster and TSB, which are going to contribute significantly to achieving the results that we have just described for 2028.
There were specific questions on the acquisition of Webster in the U.S. and on the U.S. from shareholders Ignacio Bermudo and others. I think I explained this in detail in my speech. It is very important that before Webster, the transformation of Santander in the U.S. was happening very fast, as we explained in our three-year plan. Without the acquisition, we would be at 15, 16% return on capital or 10% in accounting terms. With Webster, we approach 18%. We can reach one of the best returns. That is one of our strategic objectives. This operation also allows us to have a better balanced business. Webster is a commercial bank. It is a great bank with one of the best ratios among regional banks in terms of cost to income and cost in terms of profitability.
It complements the consumer business of Openbank and auto that we have in the U.S., which means that we have a better platform to grow. Finally, there are cost synergies that are significant operating together. This is a combination of synergies of the local banks with the global platforms. Very important, we think there are also opportunities to grow revenue, which is not included in the figures that we announced, but they're there in terms of collaboration with the Webster commercial network and our global products like those from CIB. Finally, for 2028, this transaction is going to have a positive contribution to the earnings per share from 7%-8% in 2028, with a return on invested capital of almost 15%. The next Group of questions are on the working conditions of the employees.
There were four, five questions on this subject. Noemi Travadoro, Carlotta Roeste, Yolanda Recha, Silvia Armendáriz, and José Antonio Rodríguez Legarreta have asked about this. Before I answer them, once again, I would like to thank the whole team at Santander. They've really done a magnificent job this year, and they are the key to the success we've obtained and everything we've explained about our results. Clearly, we need to listen, and we listen all the time at a personal level, but we also have tools, increasingly more sophisticated tools to listen to our employees. We have a confidential model, which is called Your Voice, to recognize good practices, identify action plans and improvements.
This survey, Your Voice 2025, had a participation of almost 80%, with an engagement level of 85% and with an NPS from our professionals, which was 5% higher than the sector. We know that having a respectful working environment is essential to succeed and to have motivated teams. We have values and principles that don't allow for behaviors that are not in line with our culture. All professionals have access to channels like People & Culture and the Open Channel, with which they can report conducts that are not in line with our culture and help us correct these misconducts. This Open Channel, the data is published every year, published by taxonomy. Of course, there's confidentiality involved. We also have the right size of teams for the bank's activity and size.
These things are continuously analyzed by specialized areas with a clear objective in mind, for our teams to have the right labor standards that we can guarantee customer service at the best level possible. We also share data with the legal representation of the workers at Santander offices. The churn in 2025 was 1.19%, very similar to that of 2024. Any procedure related to labor issues is carried out always sticking to the applicable regulations to the banking agreement with trade unions. We also promote a healthy working environment, focusing on the prevention of labor risks, including psychosocial risk, beyond legal obligations. We have implemented many measures to help and contribute to the well-being of our professionals. For example, the implementation of digital transformation processes by simplifying operational tasks.
We have a support program, which is called Santander Contigo, which is also working very well. Finally, we have some guidelines that must be complied by the whole Group on digital rights in the labor environment. In terms of remuneration, Santander pays competitive salaries in each country at all levels. We have very interesting social benefits too, which significantly improve on what the collective bargaining agreement dictates. We have a Committee, a Board Committee, to make sure that we are complying with market standards. I remind you that it is key having the talent that we need to compete. The next group of questions are on sustainability. Alejandro Coca Martes, Nuria González Álvarez, the Chair of the Sustainability Committee, already gave some details, so did I. We are world leaders in the financing of renewable energy since 2019.
We have financed EUR 174 billion in green financing. We have reached the target set for ourselves in 18 months in advance. The responsible investment, EUR 130 million, also reaching our target nine months before the deadline. We already gave more data. 6.3 million people have profited from our inclusion measures, microfinancing too. We are convinced that financial inclusion is positive for the communities where we operate. It's also positive for the bank. It's a win-win, and therefore, we are very much focused on that. It is one of the things that define a responsible bank. It's in line with best international practices, and the chair of the committee already gave us some data in detail. Education, employability, and entrepreneurship from our universities program is a great focus of the bank.
That has been the case for years. Since 2023, we spent EUR 110 million in these matters. We want to reach our target of 16 million. In 2025 only, we have supported about 4.6 million people through Santander scholarships. This is the Santander Universities program and Universia. I'd like to refer now to questions on energy transition. Once again, shareholders Andrés Tomali from Beka Finance, Juan Prieto representing ShareAction, and Abel Gregory, and Marina Gros Rota, and Jose Antonio Rodriguez Legarreta. I think that I mentioned this in my speech as well as the Sustainability Committee Chair. We have not changed our strategy.
We continue to do what we think is right in this very important subject for all of us, which is to support the energy transition of our clients, and to do so in a responsible manner and in all our markets. Firstly, transition requires economic growth. Without economic growth, there is no transition because transition has to be paid. Number two, we need to have reliable energy, affordable and safe. That's how has always been the case, but now more than ever because of what is happening in the world. Number three, we are convinced, and I've already said it, we are leaders in the financing of renewable energies. We're convinced they have a fundamental role to play. This is why we are so proud of having been leaders for many years in this type of financing.
We recognize that there are other types of energy, like gas, which will continue to play an important role. By the way, this is particularly important in developing countries in different times of the way towards zero emissions. We cannot overlook that the aim is a fair, stable, and orderly transition in all the geographies where we operate, and that we're starting out from very different levels of development. What does this entail in practice? First of all, we have alignment objectives in activities and sectors that are high emitters. We also monitor relative portfolios. These objectives are based on the scenario of zero emissions for 2050, which is consistent with the Paris Agreement objectives, 1.5 and 1.7 degrees of global warming.
The alignment objectives, we monitor the most relevant part of the value chain of every sector, focusing on the most emission-intensive activities that are actionable and where its progress can be measured. The bank also analyzes social and environmental aspects in the risk process. It's included. It's part of the decision-making process in all financing deals complying with the law and local rules that are applicable, and following market best practices. These follow the policies approved by the Board, including the ESG policy, which is reviewed regularly and complies with the local regulations. Among its principles is how we focus our actions related to climate change. Our focus is not to exclude companies of financing because of the sector they belong to, but to look at their transition plans and support them in that transition.
With regards to the Amazon, we have a risk control framework reinforced in Brazil, which includes the annual review in terms of sustainability of more than 2,000 corporate clients and ensures that the native lands are not occupied. The question on Carbon Measures is an initiative that complements, does not replace, but complements the set of standards of existing emissions, including the GHG Protocol that cause greenhouse effect. Santander continues to publish its reports of Scope 1, 2, and 3, complying with the European regulations. Carbon Measures has a very clear objective to generate carbon data per product. That would allow governments to establish measures and a real change can be driven, helping this change to be financed, which is a great challenge that still exists today. Who and how is going to finance the transition?
In terms of the objectives, we report on our quarterly and annual reports, sustainability objective achievement. For example, the mobility of employees. We offer our employees in Spain, low-emission vehicles. We have reduced total emissions of Scope 1 and 2, of 2011 by 88%. The following questions are on artificial intelligence, Mr. Julio Gutierrez Livane and Deas Dome from TECA Investments. We are convinced that AI must be a structural advantage. We think it already is, but it must be even more so in the future. We are already applying it in many aspects. It is already giving results, and we're measuring them, EUR 280 million.
We can be one of the winners in the AI era because the knowledge that I describe as functional, in other words, understanding the processes of a bank properly, understanding how risk is managed, understanding how financial operations are managed in a safe way, understanding the risks, which are many, this is something that not everyone has, and that is absolutely necessary. Those data are complex data. They're not easy to have. We have them, and very important, we have them at a large scale, 180 million customers, which sets us apart. For 2028, we have given specific data, because we're going to measure them, of contributing EUR 1 billion from higher revenues and lower costs, and we are designing AI from its conception as responsible, a responsible AI. This also sets us apart from others, and we think it can give us a great advantage.
Once again, we're talking about something that is based on data, well-structured data, and having a lot of data, a large scale of data, and excellent knowledge of how a financial platform or institution operates, of course, always respecting European regulations and other rules in this regard. The next group of questions are on defense, shareholders Moldo Quilde, Marina Gros Rota, and María de la Fe Corral Escribano. I don't think I need to explain what is happening in the world. There's a war in Ukraine, conflicts in Gaza, in the Gulf, other conflicts in other regions. Governments, the governments of our main markets have said and have communicated that they need to increase their spending in defense.
This is for national security reasons, for the physical security of their citizens, and therefore it is our responsibility to collaborate with that objective of governments to guarantee their defense and that of their citizens. This right to legitimate defense is included in Article 51 of the Charter of the UN, and we banks have a key role to play. In the EU, 75% of financing to companies comes from banks. 75%. Without a bank, you cannot finance these companies that Europe needs to support. We have policies and a framework established for that. We have a defense policy approved by the Group's Board. It is available on our webpage, and it establishes the principles of action of the bank with the companies that operate in this industry.
We assess all clients and companies that operate in this industry to make sure that they are aligned with international regulations and ethical standards and our own standards as a Group. All decisions are adopted according to our policies, including the Charter of the United Nations. I already referred to that, the UN Global Compact and the guiding principles of the UN on companies and human rights. In terms of specific clients, you know that Santander never talks about specific clients for a reason of confidentiality. Nevertheless, I can tell you that we don't have any defense operations with Israel. In terms of supporting companies, Mr. Tomás Fernández-Tale Muñoz is asking about our support to companies. Well, for us it is essential. It is our mission.
Our mission is to support the progress of individuals and companies, and in the case of companies, from the smallest self-employed people to larger companies. We support 450,000 SMEs and companies where we are investing a lot. Last year, there were more than EUR 72 billion that were lent to companies. Apart from that, we are developing capabilities to go beyond that. We want to be the trusted partner of companies beyond financing. The companies that create more jobs and grow the most are high-growth companies, and we are designing specific products for them. We think it's very important to contribute to the sustainable growth of the country with a demand for services which is quite different from most SMEs.
We've already identified millions of companies that we are supporting, and we are implementing specialized centers and the skilled managers to provide them with this differentiated support.
I want to thank also the associations that have taken part. Ángel Sánchez from the ONCE, the National Association for the Blind. Thank you to the ONCE for their participation. You're one of the big social organizations in Spain. You do a very wonderful job, and we're delighted to support you. If we can do more, tell us. We are in fact partners in the accessibility project that we have at the bank, and we think that there's a lot to do here. We're transforming the way in which we relate to our customers, and we believe, firmly believe in physical presence. We are working on that. We want channels to be accessible to all customers, all kinds of customers.
This entails technological development we're working on, and I think this collaboration is a great example of how organizations can work together for a better world, and we're gonna continue to do that. Thank you very much for your collaboration. Onéo talk referred to customers. Milagros Esparza Cano, Yolanda Esparza Cano, Jesús Palacios Asenjo, Vicente Enrique Fuentes Durva, who are customers. Milagros and Yolanda Esparza Cano, regarding what they said, we wanted to say that we're very sorry at a difficult time such as this. Your father's passed away. We're sorry that we weren't up to your expectations, and we apologize for what you've suffered. We've made a note of what happened, and we are going to work on improving this. When people pass away, there are many complex aspects to deal with. We've got to improve.
Regarding the file that they referred to, they say that the file is now regularized. The change of ownership of the values has been made. All the information and documentation that they've given us have been treated confidentially in accordance with the law, and we're at your disposal for anything else we can do. Thanks for your confidence and trust, and we hope to continue to enjoy them. Jesús Palacios, we're very sorry. We offer you condolences. We also thank you for your proposals for improvement. Do speak up and tell us when you see opportunities for improvement. The conditions of all the products and services are in the information brochures. Customers like you, but everybody in general, customers are our priority, and we're going to continue to improve the bank. The next shareholders...
Yes, there's somebody else, another shareholder customer who has taken part, Vicente Enrique Fuentes Durva. This has to do with Openbank. Thank you for your words, for your intervention. The customer service of the bank has responded to you, I know, and we will continue to improve. There have been other people that the secretary is going to answer. First of all, shareholder González Gordón, who's told us about a procedure. We don't know of any procedure that you've been part of, but if we receive any formal notice about this, the bank will respond as it usually does. We do know that you've put in several claims outside the bank that have been responded to, but we're at your disposal to help you through the usual channels.
You've also made comments about corporate governance of the bank, and it's a priority for our bank and is backed up by the shareholders, as seen in the high degree of support of social management and governance and everything we do every year. We are committed to transparency and constructive dialogue with our shareholders and investors. We comply with recommendations of good governance from the CNMV, and we have the top score in terms of governance ANR gives out in terms of compliance and transparency. Regarding the internal control system that is referred to, we can say that what we have is in line with the most demanding international standards, and is along the lines of the internal control regulations of the international body that deals with this.
We comply with all the policies and all the organization processes, and we can say that this system complies with the applicable law and requirement of the supervisors. Now I'm going to respond to Eduardo Martín-Duarte, who has made some unfounded criminal allegations we cannot allow, and we reject and might even take up other legal action. This is like other allegations he's made in the past, and it goes beyond what this person should be doing. The last time the local authorities, trade authorities in Madrid rejected his allegations. In addition to these allegations, which were given and taken to court and expressed in court, have led to penal and criminal proceedings for calumny and libel. We reject all these allegations.
They are completely unfounded, and especially those that have to do with accounts, the situation in Mijas and Madoff. These are insidious, unfounded, and they don't have to do with what we're dealing with at this meeting. We reiterate that the bank complies with AML regulations. The Madoff business was taken care of, and regarding all this, everything has. The courts have always rejected all the allegations. In relation to the data that have to do with the president and the professional CV of the president, that is present on the website in perfectly correct terms. He's also spoken about the suitability of Mr. Carlos Barrabés, and the Council and the Appointments Committee considers that this person is suitable enough to do his job and also has experience to become a Director, and h e is available to do his job for the bank and complies with all the requirements.
The Appointments Committee and the Board review the suitability of all Board Directors and members in order to make sure that the management is in line with the law and the standards of Corporate Governance of the bank. Regarding the virtual annual general meeting, we have to say, and this is in line with the quorum data we've given you at the beginning of the meeting, this is a legal possibility that has been approved by a large majority of the bank shareholders, and it favors all the shareholders. Other banks that are listed outside of Spain and inside Spain organize their AGM in this way, and this is not a fraud or an abuse of law.
He's also criticized the system or the actions that the bank follows in order to do delegations, and I have to refer to the answer to Mr. Rodríguez Legarreta, who's also mentioned this. He says that the cards for delegation of voting, and we can answer, and the branches of the bank are fully in line with the law and with any listed company requirements nationally and internationally. This has been said and stated by the authorities of Madrid after a court case that was rejected. Delegation in the president is a closing role that is in an institutional role without the president having to request any kind of delegation. It's in line with the corporate law of the CNMV.
The shareholder votes or gives instructions for the delegate to vote what they wish them to vote, and following the instructions on the card that the shareholder signs. The indication as to how these instructions are interpreted in absence of any reference from the shareholder is a legal requirement. The cards, we just comply with the law. The intervention of the bank regarding the AGMs is what allows us to call the AGMs, where shareholders can exercise their rights, and any shareholder can put in a claim by complying with the rules established in the law. Regarding the gift that has been given to the shareholders, which is just recognition for their participation, but the shareholders can decide what they want.
Vote whatever they want or delegate, and anybody who they think is fit and give them instructions for what they wish them to do. Finally, reference has been made to the remuneration of the Board Directors and the CEO and the President, which are perfectly in line with the market and designed to maintain competitiveness and underlining our strategy to attract talent. We compete not just in Spain, but all over the territory, and not just in banking, but also in other sectors and industries. It's important to have significant and adequate remuneration in order to guarantee leadership positions, and our remunerations are well below those of other large banks in the U.S. We've reduced the remuneration of Executive Directors in regard to ordinary profits.
We can add that the policy of remuneration is subject to very demanding and robust requirements in line with the interests of the shareholder, and we're in order to create long-term value and support our strategy in general. Regarding the remuneration of Directors, point 5.d. on the agenda says that the amount of the per diems given for attendance at Committees is 12% of the maximum amount of EUR 6 million that has been authorized by the AGM. If you compare similar banks, even shows that these amounts could even be increased depending on the level of dedication of the Directors. This is the end of the interventions, the time allotted to shareholders. Good. This is the end of these responses.
In relation to the proposals on items of the agenda, I inform the attendees that the full text of the resolutions proposed by the Board of Directors is in the 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 of this general meeting. I will summarize the proposals formulated one through seven on the agenda, and I'll pass the floor to the Secretary. Item 1, the annual account. I will now read the items that were not on the program agenda.
Item 1, this is we have item 1, item 8, and we have item 9, 2023, the proposals for the different Directors, and these administrators are involved. Number 9, Ana Botín. Number 10, Héctor Grisi Checa. Number 11, Mr. Glenn Hutchins. Number 12, Mr. Antonio Álvarez. , 13, Homaira Akbari. Carlos Barrabés, Sonia Satuaga. Number 16, Sol Daurella. 17, Henrique de Castro. Number 18, Germán de la Fuente. Number 19, Ms. Gina Díez Barroso. Number 20, Mr. Luis Isasi Fernández de Bobadilla. Number 21, Ms. Belén Romana García. Number 22, Mrs. Pamela Ann Walkden. Number 23, Mr. Antonio Francesco Weiss. In relation to proposals outside of the agenda, I remind the attendees that they can vote through the general shareholders meeting platform in favor, against, in blank, or abstain.
If they do not take any action, it shall be deemed that they vote against the proposal submitted to a vote, in which case furthermore, shares with respect to which no voting rights can be exercised due to a conflict of interest by application of the provisions of Section 526 of the Spanish Companies Act shall not be deemed shares represented for purposes of voting on these proposals. It is expressly stated for the record that said circumstance will not occur in those instances in which the representative has precise instructions pursuant to the proxy card received, in which case such shares shall be included in the calculation of shares represented.
Shares corresponding to those shareholders who participated in this meeting due to having cast an advance vote shall not be considered shares present in person or represented by proxy for all purposes of voting on these proposals. You may now vote on any proposals regarding items not included on the agenda that have been submitted at this meeting to which I have just referred.
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To the proposals on items of the agenda, I inform the attendees that the full text of the resolutions proposed by the Board of Directors is in the possession of the notary and has been made available to the shareholders by the Banco Santander's corporate website as from the day of the call to this general meeting. I will summarize the proposals formulated by the Board. I remind the attendees that the process for casting votes will be closed when I have finished reading the summaries of the proposed resolutions. Item 1, the annual accounts and the management reports of the bank and its Group for financial year 2025 are submitted for proposal under item 1.a. The consolidated non-financial information statement for the financial year 2025 is submitted to vote under item 1.b. Corporate management during financial year 2025 is submitted to vote under item 1.c.
Within the framework, item 2, within the framework of the shareholder remuneration policy, the following is proposed: EUR 3,519,738,223.53 to dividends, EUR 1,698,679,417.78 to the payment of the dividend already paid prior to the date, EUR 1,821,058,805.75 to the payment in cash for a fixed final dividend of EUR 0.125 gross per eligible share to be paid in cash as from May 26th.
The total amount has been estimated, assuming that as a result of the partial implementation of the buyback program announced on 3 February 2026, EUR 14,568,470,446 of the bank's outstanding shares will be entitled to receive the dividend, and that as established, the capital increase referred to in item 6 will not be carried out before 5th of May 2026. The remainder of the results shall be used to increase the voluntary reserve.
Under item 2.b., it is proposed to reduce the share capital in the maximum amount of EUR 663,227,913 by canceling a maximum of 1,326,455,826 own shares acquired through the buyback program approved on the third of February 2026. Under item 2.c., it is proposed to reduce the share capital in the maximum amount of EUR 734,465,975 by canceling 1,468,931,950 own shares of the company acquired through one or more share buyback programs or by other means. Item three.
Under item 3.a., it is proposed to reelect PricewaterhouseCoopers Auditores, S.L., as external statutory auditor for 2026. Under item 3.b., it is proposed to appoint PricewaterhouseCoopers as the sustainability information verifier for 2026. This appointment is subject to it being necessary or possible in accordance with the Spanish law transposing Directive 2022/2464 of 14th of December 2022. Item 4. Under item 4, the following is proposed. 4.a., the number of Directors is set at 15, which falls within the maximum and minimum. 4.b., the appointment of Ms. Deborah Vieitas with a classification of Independent Director. 4.c., re-election of Ms. Sol Daurella, classification of Independent Director. 4.d., re-election of Ms. Gina Díez Barroso, classification of Independent Director. 4.e., re-election of Carlos Barrabés, classification of Independent Director. 4.f., re-election of Mr. Antonio Weiss, classified as an Independent Director. Item 5.
Under item 5.a., it is proposed to approve the Director remuneration policy for financial years 2026, 2027, and 2028. 5.b., in compliance with the requirement imposed by Law 10/2014, the approval of the shareholders at the general meeting is requested for the percentage that the variable components of the total remuneration of certain categories of employees representative of the fixed components to exceed 100% with a limit to 100%. 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 1,061 people, with a breakdown appearing in the proposed resolution.
Under item 5.c., it proposed to authorize the potential delivery of shares or raise their own remuneration linked to the value of the shares, potential Executive Directors under the implementation of the G roup's buyouts policy. Under item 5.d., the annual Director remuneration report approved by the Board of Directors following the proposal of the Remuneration Committee is submitted to a vote on a consultative basis. Item 6. Under item 6.a., it is proposed to authorize the Board to increase their share capital on one or more occasions and at any time within a period of three years through cash contributions and up to a maximum nominal amount equivalent to half of their share capital. This includes the possibility of excluding preemptive subscription rights where justified by corporate interest grounds up to a maximum limit of 10% of the share capital.
Under 6.b., it is proposed to authorize the Board to issue on one or more occasions at any time within a period of five. Years and up to an aggregate limit of EUR 10 billion securities convertible into Banco Santander shares. The proposal includes delegating to the Board the power to exclude preemptive subscription rights up to a maximum limit of 10% of the share capital, except for contingently convertible securities, for which the limit is 50%. Under item 6.c., it is proposed to increase the bank's share capital by a nominal amount of EUR 167,408,608 by issuing new shares in exchange for non-cash contributions in the form of Webster Financial Corporation's ordinary shares.
The proposal allows for incomplete subscription and authorizes the Board to execute the capital increase and to determine their share premium. Finally, item 7. Under item 7, 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.
Thank you very much, Secretary. The reading of the summaries of proposed resolutions on items on the agenda have been finished. Pursuant to the rules of operation of the meeting, I declare completed the vote casting process for the attendees who have been able to cast their vote 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 and those items that are not included in the agenda, after computing the contrary votes, I declare that the proposals suggested by Mr. Eduardo Martín-Duarte have not 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 this case, 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. The meeting is brought to a close. Thank you.