Erste Group Bank AG (WBAG:EBS) have entered into an agreement to acquire a 49% stake in Santander Bank Polska S.A. and a 50% stake in Santander Towarzystwo Funduszy Inwestycyjnych S.A. from Banco Santander, S.A. (BME:SAN) for a total of ?7 billion on May 5, 2025. As part of consideration, a cash consideration of approximately ?6.8 billion (PLN 584 per share) will be paid for 49% stake in Santander Bank Polska S.A. and a 50% stake in Santander Towarzystwo Funduszy Inwestycyjnych S.A. (?Santander TFI?) for approximately ?0.2 billion cash consideration. Together, this amounts to a total cash consideration of ?7.0 billion. The proposed transaction is expected to increase Erste Group?s earnings per share (EPS) by >20% and its return on tangible equity (ROTE) to ~19% in 2026 versus current market consensus of ~15%. Erste Group would fund the acquisition exclusively from internal resources, supported by the cancellation of the planned ?700 million share buyback announced on 28 February 2025. In a related transaction, Prior to the completion of the proposed acquisition, Santander Group plans to acquire the 60% it does not own of Santander Consumer Bank S.A currently owned by Santander Bank Polska to own 100% of the business. Following this transaction, Santander Bank Polska is expected to have more than ?37 billion in net loans, more than ?50 billion in customer deposits, around ?67 billion in assets and ~?1.7 billion in net income on a pro forma basis as of December 2024. Following the transaction, Santander will own a 13% of Santander Polska and plans to take full ownership of Santander Consumer Bank Polska before closing by acquiring the 60% stake owned by Santander Polska.

Closing of the transaction is subject to customary regulatory approvals including in particular from the Polish Financial Supervision Authority (KNF) and anti-trust approval from the European Commission. The acquisition is expected to close around the end of 2025, subject to regulatory approvals and other condition precedents, including completion of the sale of Santander Consumer Bank to Santander Group. As on September 10, 2025, The European Commission has approved acquisition of Santander Bank Polska S.A. by Erste Group Bank AG. As of December 17, 2025 Komisja Nadzoru Finansowego (KNF) has unanimously approved the deal. As of December 23, 2025 Other conditions precedent, including anti-trust approval from European Commission and the completion of sale of Santander Consumer Bank in Poland to Santander Group, have also been met and Closing of the transaction is expected around mid-January 2026.

J.P. Morgan SE acts as a financial advisor and Jacek Zawadzki, Pawel Mazur, Aleksander Jakubisiak, Lukasz Karasek, Szymon Cieniawski, Adam Puchalski, Tomasz Kordala, Lukasz Gasinski, and Katarzyna Lukaszewicz of Rymarz Zdort Maruta act as legal advisors to Erste Group in connection with this transaction. Santander Investment, S.A. (BME:SAN) advised itself in this deal for Banco Santander, S.A.. Francisco San Miguel, Carolina Albuerne of Uría Menéndez Abogados, S.L.P. acted as legal advisor to Banco Santander, S.A. (BME:SAN). Stephen Horvath, Lukasz Pawlak, Maciej Pietrzak, Agnieszka Stopinska, Lejb Fogelman, Rafal Sienski and Pawel Piotrowski of Greenberg Traurig acted as legal advisor to Santander. Centerview Partners LLC acted as financial advisor to Santander. Richard Wolf, Claus Schneider, Günter Bauer of WOLF THEISS Rechtsanwalte GmbH act as legal advisor for Erste Group Bank AG.

Erste Group Bank AG (WBAG:EBS) completed the acquisition of 49% stake in Santander Bank Polska S.A. and a 50% stake in Santander Towarzystwo Funduszy Inwestycyjnych S.A. from Banco Santander, S.A. (BME:SAN) on January 9, 2026.