Filed by Banco Santander,
S.A.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Banco Santander (Brasil) S.A.
Commission File No.: 001-34476
This document provides certain answers
to frequently asked questions about Banco Santander’s proposed exchange offers, announced on July 30, 2026, to acquire the outstanding
minority interest in Santander Brasil. Below are explanations of the exchange ratio mechanics, dividends and related adjustments, the
strategic rationale and financial impact, and what the offers may mean for minority shareholders. The definitive terms and conditions
of the exchange offers and other relevant information will be included in the definitive offer documentation prepared and published in
due course upon formal launch once announced conditions to the commencement of the exchange offers have been fulfilled, which will complement,
update and supersede the information included herein. Please see also “Important Information For Investors Regarding The Proposed
Transaction” at the end of this document.
On July 30, 2026, Santander announced
its intention to make concurrent exchange offers in Brazil and the United States to acquire all the issued and outstanding (i) common
shares of Santander Brasil, (ii) preferred shares of Santander Brasil, (iii) units of Santander Brasil (each of which represents one
Santander Brasil common share and one Santander Brasil preferred share) and (iv) Santander Brasil American Depositary Shares (ADSs) (each
of which represents one Santander Brasil Unit), in each case other than any Santander Brasil securities owned, directly or indirectly,
by Santander Spain, in exchange for (a) 0.2028 Banco Santander BDR or
ADS (each representing one Banco Santander ordinary share), as applicable, for each common share or preferred share of Santander Brasil
and (b) 0.4056 Banco Santander BDR or ADS, as applicable, for each unit or ADS of Santander Brasil.1
For purposes of this Q&A, “Santander
Group,” “the Group” or “us” refers to Banco Santander, S.A. together with its consolidated subsidiaries. “Santander”
or “Banco Santander” refers to Banco Santander, S.A. individually, and “Santander Brasil” refers to Banco Santander
(Brasil) S.A.
| 1. | Will exchange ratio adjustments be calculated
on a gross or net-of-withholding-tax basis for distributions of interest on equity? |
| · | Exchange
ratio adjustments will be calculated on a gross basis. Under Brazilian law, taxation rules
for investors depend on factors that vary across shareholders such as country of residence,
type of registration of the investment by non-Brazilian holders, and local taxation in the
investors’ home jurisdiction, among others. It is not possible to calculate
a different adjustment for each investor. |
| · | Investors
are encouraged to review the documentation relating to the exchange offers carefully and
consult their own legal and tax advisers to assess the tax implications of the exchange offers. |
1 Subject to certain adjustments
for certain events, including dividends and interest on equity (JCP), that may occur between the date of the announcement of the exchange
offers and the expiration of the exchange offers. Share buybacks conducted during such period shall not cause adjustment of the exchange
ratio. The exchange offer consideration has been determined based on the number of outstanding Santander Brasil shares. Final offer documentation
will include customary antidilution provisions. See questions 1 and 2 below.
| 2. | How does the adjustment for dividends
and Interest on Capital (IOC / JCP) to the exchange ratio work? |
| · | The
offer exchange ratio was calculated by applying a 15% premium to Santander Brasil’s
closing unit price at 10:00 pm (CEST) on the day the transaction was announced (BRL 25.25),
converting the resulting amount (BRL 29.04) into EUR using a EUR/BRL exchange rate of 5.8461
(the closing PTAX bid/ask average EUR/BRL FX rate on the announcement date), and dividing
the resulting amount by Banco Santander’s unaffected share price in Euros (€12.248).2 |
| · | Any
gross amount per unit distributed by Santander Brazil as interests on equity (JCP) or dividend
with a record date between the date of the announcement and the expiration of the exchange
offer (i.e., which will be received by shareholders of Santander Brazil as of the record
date who tender their shares in the offer) will be converted into EUR at the applicable EUR/BRL
exchange rate as at the record date of the relevant JCP or dividend and then deducted, on
a Euro-for-Euro basis, from the Santander Brasil unit price in EUR (€4.97) considered
for the determination of the offer exchange ratio and rounded to the nearest four decimal
places.3 |
| · | Similarly,
any gross amount per share distributed by Banco Santander as dividend with a record date
is between the date of the announcement and the expiration of the exchange offer (i.e., which
will not be received by shareholders of Santander Brasil tendering their shares in the offer)
will be deducted, on a Euro-for-Euro basis, from the Banco Santander share price in EUR (€12.248)
considered for the determination of the offer exchange ratio and rounded to the nearest four
decimal places. |
| · | The
exchange ratio for Santander Brazil common and preferred shares will be adjusted based on
the same mechanics, but taking into account the remuneration corresponding to the common
and preferred shares, respectively. |
| · | Share
buybacks during the period between the announcement and the expiration of the exchange offers
do not result in an adjustment to the exchange ratio. |
| 3. | Will I receive fractional Santander securities
in connection with the exchange offers? |
| · | No.
No fractional Santander securities (whether Santander ADSs or Santander BDSs) will be issued
to you in connection with the exchange offers. Instead of any fractional Santander securities
that you would otherwise be entitled to receive, the applicable exchange agent will aggregate
all such fractional entitlements of all tendering holders, sell the fractional Santander
securities (or the underlying Santander ordinary shares, as applicable) at such times, in
such manner and on such terms as such exchange agent determines in its reasonable discretion
and pay the resulting cash proceeds to the relevant tendering holders. |
2 Based on Banco Santander’s
August 12, 2026 closing price of €12.912, the 0.4056 exchange ratio implied a value of approximately BRL 31.21 per Santander Brasil
unit, representing a 23.6% premium to the unaffected closing price of BRL 25.25 on July 30, 2026. This reflects the initial 15% premium
compounded with a c.7.5% increase in the marked-to-market value of the consideration since announcement.
3 Accordingly, if the fifth
decimal place is five to nine, the fourth decimal is rounded upwards, and if the fifth decimal is zero to four, the fourth decimal is
kept as is.
| 4. | Assuming high participation, does Santander
intend to maintain the Santander Brasil ADS programme and NYSE listing indefinitely? |
| · | Although
the exchange offers are not being undertaken with the objective of cancelling the registration
of Santander Brasil securities with the U.S. Securities and Exchange Commission
(SEC), or of delisting them from the New York Stock Exchange (NYSE), depending on the outcome
of the exchange offers, the Santander Brasil securities may no longer meet the requirements
for continued listing on the NYSE or for continued registration with the SEC, or Santander
may elect to remove the Santander Brasil ADSs from listing on the NYSE and the Santander
Brasil securities from registration with the SEC. |
| 5. | Will tendering Santander Brasil ADS holders
receive Santander ADSs free of any depositary, cancellation, or issuance fees? |
| · | The
fee treatment for the exchange offers will be announced in due course. |
| 6. | Why
should minority shareholders accept the exchange offers? |
| · | The
exchange offers combine an attractive premium with the opportunity to exchange a stock with
limited liquidity to become shareholders in one of the world’s leading diversified
financial groups, benefiting from its broader earnings base, resilient profitability and
long-term value creation. The offer implies an initial value of approximately BRL 29.04 per
Santander Brasil unit, representing a 15% premium to the unaffected closing price of BRL
25.25 on Thursday, July 30, 2026. The offer also represents premiums of approximately 8.7%,
9.0% and 7.9% to the 15-day, 30-day and 60-day VWAPs, respectively, confirming that the premium
is meaningful not only versus a single trading day but also relative to recent trading levels.
In addition, unlike a cash offer, the value received is not capped at BRL 29.04 per unit.
Because the consideration is a fixed number of Santander Group shares, shareholders continue
to participate in movements in Santander’s share price and the EUR/BRL exchange rate
through settlement and remain invested thereafter through Santander securities. The premium
should also be assessed in the context of the Santander Group’s existing ownership
of approximately 90% of Santander Brasil. The transaction does not involve the acquisition
of control and therefore does not include the control premium typically observed in third-party
change-of-control transactions. Against this background, Santander believes the 15% premium
represents an attractive opportunity for minority shareholders to monetize a non-controlling
position, while rotating into a larger and more liquid Santander Group security. |
| · | The
exchange offers represent a portfolio optimization opportunity for shareholders: they allow
shareholders to reduce direct exposure to a concentrated Brazil-specific minority position,
while preserving participation in Brazil’s long-term upside through Santander Group
and gaining exposure to a diversified global banking platform with strong profitability,
clear medium-term growth targets and an attractive shareholder-remuneration framework. |
| 7. | Are
there any legal requirements regarding the price of the exchange offer? |
| · | No.
However, Santander is required by Brazilian law to deliver a valuation report called a “laudo”
to Santander Brasil to which all shareholders will have access. |
| 8. | What
approvals are still required before the transaction can proceed? |
| · | The
transaction remains subject to customary regulatory and corporate approvals, including Santander
shareholder approval for the related capital increase and the applicable requirements under
Brazilian and U.S. law. |
| 9. | What
are the implications for the minorities that do not tender their shares? |
| · | The
exchange offers are not subject to a minimum acceptance threshold, meaning Santander’s
ownership could increase materially even if it does not acquire the full remaining minority
interest. If a significant proportion of minorities tender, Santander Brasil’s free
float and daily trading liquidity may decline substantially. As Santander’s ownership
increases, liquidity may become increasingly concentrated among a limited number of remaining
institutional investors. A materially reduced free float could also affect Santander Brasil’s
weighting and eligibility in certain equity indices. See also question 4. |
| · | Shareholders
that do not tender should be aware that accepting the exchange offers mitigates the risk
of holding an increasingly significant relative stake in a potentially materially less liquid
minority stock, while preserving exposure to Santander Brasil through Santander Group. |
| · | We
intend to keep adequate corporate governance rights for the remaining minority shareholders. |
| 10. | Will
Santander Brasil ADR holders be able to choose between Santander ADSs and Santander shares? |
| · | No.
Santander Brasil ADR holders will be offered Santander ADSs only. |
| 11. | Is
any shareholder getting preferential treatment? |
| · | No.
The offers provide equal treatment to all shareholders, with no preferential consideration
or differentiated exchange ratio for any individual investor. All shareholders have access
to the same transparent terms offered to the entire shareholder base. |
| 12. | Has
any shareholder committed to tendering (or to not tendering) their shares? |
| · | No,
we do not have any commitments. |
| 13. | When
do you expect to complete the transaction? |
| · | Santander
expects to complete the exchange offers in the first half of 2027. |
| 14. | What
are the risks due to the length of the process? Are you expecting to change the terms of
the exchange offers? |
| · | We
do not expect a delay in the process. We do not expect to change any of the material terms
of the exchange offers, other than as a result of certain specified events, including dividends
and interest on equity (JCP), that may occur between the date of the announcement of the
exchange offers and the expiration of the exchange offers. See question 2. |
| 15. | What
is the rationale for the voluntary tender offer and why now? |
| · | Brazil
is one of Santander’s core markets. The transaction reflects the Group’s confidence
in the prospects of Brazil and Santander Brasil's business. The transaction is not driven
by the Brazilian electoral calendar. The transaction provides the minority shareholders with
a financially attractive opportunity to monetize their stake in a listed entity with limited
liquidity. By issuing shares the transaction is neutral for our CET1 ratio and is expected
to be accretive on both EPS and TBVps of 0.5% by 2028 and 0.6%, respectively, based on consensus.
Strategically, the transaction is an additional step towards the simplification of Santander’s
structure and aligns with our One Transformation and Global Businesses strategy. |
| 16. | When
you say the transaction compares favorably with other capital allocation alternatives, what
do you mean? |
| · | The
Group assesses every capital deployment decision adhering to our disciplined capital hierarchy.
The Group prioritizes deploying capital for organic growth above 20% ROTE, maintaining a
floor on distributions at 50% payout, and then assesses allocating capital for inorganic
opportunities that can grow distributions to our shareholders and maximize value. Acquiring
the minority interests in Santander Brasil is expected to generate an attractive return above
the return generated by share buybacks. |
| 17. | Can
you explain what is the expected impact on CET1? |
| · | The
transaction is expected to have a neutral impact on the Group’s CET1 ratio, as the
consideration for the Santander Brasil securities to be acquired will be settled through
the issuance of Santander securities. |
| 18. | If
the transaction uses capital, how can it be capital neutral? |
| · | The
transaction is expected to have a neutral impact on the Group’s capital ratio when
considering it in full: the acquisition of Santander Brasil’s minorities and the new
shares issued by Santander. |
| 19. | Are
you “trading” with Santander Brasil stock (selling at a high price and buying
it back at a very low price)? |
| · | We
are paying a premium over the market price, and we believe the premium offered is attractive
to both Santander and Santander Brasil shareholders. Santander Brasil shareholders can choose
to sell their shares and benefit from the premium offered or maintain their investment in
Santander Brasil and share the risks and benefits with the Group. It should be noted that
the Group already has control of Santander Brasil, so the premium does not include the usual
control premium in other transactions. For Santander Brasil’s minority shareholders,
the exchange offers would provide an attractive opportunity to realize the value of their
investment at a compelling premium to the market price. |
| 20. | Why
is Santander issuing shares as consideration in the exchange offers? |
| · | By
issuing shares (including BDRs and ADSs) to acquire Santander Brasil securities held by minority
shareholders the transaction is expected to be neutral for our CET1 ratio and accretive on
both EPS and TBVps of 0.5% by 2028 and 0.6%, respectively, based on consensus. |
| 21. | Do
you expect any cost savings arising from this transaction? |
| · | No
material cost savings are expected. |
| 22. | How
can you justify the premium, given that there are no synergies? |
| · | Despite
short-term headwinds, we are optimistic about the Brazilian market’s and Santander
Brasil’s long-term prospects. Considering current consensus estimates, the transaction
is expected to be accretive on both EPS and TBVps at 0.5% by 2028 and 0.6%, respectively,
based on consensus. |
| 23. | Does
this deal question your subsidiaries-based model? |
| · | We
remain committed to our model, with subsidiaries which are autonomous in terms of capital
and liquidity. |
| 24. | Over
the past years you have bought back minorities in Mexico and in the United States (SCUSA).
Will Santander Chile be next? Does this affect your plans to IPO other subsidiaries? |
| · | Over
the past years, the Group has selectively increased its ownership in subsidiaries by acquiring
minority interests when attractive opportunities have arisen, such as in SCUSA and Mexico.
Each subsidiary is different so this transaction cannot be considered as a Group or precedent
strategy that could affect other listed subsidiaries. |
| 25. | Does
this transaction imply a change in your Brazil strategy? |
| · | No,
as we already have control of Santander Brasil with a c. 90% stake, the transaction does
not imply a change from the business/strategic/governance or organizational point of view.
Our confidence in Brazil and Santander Brasil remains unchanged. The transaction is fully
aligned with Santander’s strategy of delivering long-term shareholder value and meets
the Group’s disciplined capital allocation framework. |
| 26. | Does
this transaction imply a change in Santander Group strategy, One Transformation and Global
Businesses? |
| · | No.
This transaction is fully aligned with our strategy of operating Santander as one global
bank, simplifying the ownership structure and reinforcing the integration of Brazil into
our Global Businesses and One Transformation. A more fully aligned ownership structure should
facilitate the deployment of global platforms, capital-allocation decisions and strategic
initiatives across the Brazilian franchise, without changing Santander’s long-term
commitment to Brazil. |
| 27. | Is
this transaction a signal that Santander intends to simplify its Group structure elsewhere? |
| · | This
transaction should be viewed on its own merits. Santander regularly reviews opportunities
that create shareholder value within its disciplined capital allocation framework. |
| 28. | Can
you use the Santander shares you are buying back as part of the regular share buyback program
to buy out Santander Brasil’s minorities? |
| · | The
plan is to issue new Santander shares (in the form of BDRs and ADSs) as consideration for
the tendered Santander Brasil shares. |
| 29. | When
will shareholders be asked to approve the capital increase required for the transaction?
Will you call an extraordinary general meeting? |
| · | As
announced, the transaction will require approval by Santander’s shareholders’
meeting for the corresponding capital increase. Further details regarding the timing and
process will be communicated in due course. |
| 30. | Given
the relatively low free float of the Brazil-listed shares, investors may be concerned about
liquidity. How do you address those concerns? |
| · | The
relatively low free float of the Brazil listing was one of the factors contributing to lower
liquidity. The exchange offer allows those worried about liquidity to exchange their Santander
Brasil securities for Santander securities, which provide access to a more liquid market. |
| 31. | What
gives you confidence that the Brazilian business can perform better and close the gap in
profitability and growth relative to peers? |
| · | We
believe the current valuation does not fully reflect the long-term earnings potential of
Santander Brasil. That is precisely why increasing our ownership represents an attractive
capital allocation opportunity for Santander shareholders. Santander Brasil is a leading
franchise with a strong customer base, diversified business model and attractive market positions
across retail and wholesale banking, and we expect our global business strategy will improve
its profitability going forward. |
| 32. | Did
Santander Brasil’s Q2 results make the tender offer look more appealing? |
| · | No.
The IFRS results for Brazil were disclosed with the group results prior to the announcement
of the transaction. The transaction was assessed independently from Santander Brasil’s
quarterly financial results. The exchange ratio and the premium offered are based on market
prices and are independent of quarterly results. |
| 33. | What is Santander Group’s current
earnings profile and medium-term outlook? |
| · | Santander
Group has delivered strong underlying financial performance, with 1H 2026 underlying profit
increasing approximately 15% year-on-year and underlying EPS rising approximately 20%. Underlying
RoTE improved to 15.6%, or 16.8% with CET1 at 13%, reflecting continued operating momentum
and disciplined capital allocation. Management has set out a clear medium-term value creation
plan for 2026-2028, targeting RoTE above 20%, profit exceeding €20bn by 2028, double-digit
annual EPS growth and acceleration of TNAV per share plus cash DPS growth toward the high
teens by 2028. |
| 34. | How does Santander Group’s shareholder
value-creation framework benefit tendering shareholders? |
| · | Santander
Group’s shareholder-value framework is based on a combination of growth in TNAV per
share, cash dividends, share buybacks, organic capital generation and disciplined capital
allocation. TNAV per share plus cash DPS increased 19% year over year to approximately €6.56
as of June 2026, demonstrating strong tangible value creation ahead of the Group’s
2028 targets. Santander also continues to deliver an attractive shareholder remuneration
profile: the Group increased its 2025 DPS by approximately 14% year over year, with consensus
expecting a further 13% increase to €0.271 in FY2026. The board of directors intends
to apply an ordinary shareholder remuneration policy for 2026 to 2028 results that entails
allocating approximately 50% of the Group’s underlying profit, split approximately
evenly between cash dividends and share buybacks for 2026 results. From 2027 results on,
the ordinary shareholder remuneration policy is expected to comprise around 35% of Group
underlying profit in cash dividends and around 15% in share buybacks. Additionally, the board
intends to distribute excess capital at the end of the 2026-2028 period to shareholders.
Importantly, if Santander delivers on its medium-term objectives, shareholders could benefit
from both growth in fundamental tangible value and potential valuation expansion, supported
by a larger, more diversified and more liquid earnings base than Santander Brasil on a standalone
basis. |
| 35. | How does the offer valuation compare
to market benchmarks? |
| · | On
consensus 2026 earnings, the offer implies approximately 7.8x 2026E P/E, above the c.6.1x
and c.6.2x at which Bradesco and Banco do Brasil respectively traded on 7 August 2026. At
BRL 30.7 per unit, the offer is broadly aligned with consensus’ median target price
of BRL 30.80, leaving c.0.4% residual upside for holders who choose to remain invested in
Santander Brasil. The transaction therefore provides minority shareholders with an opportunity
to realize value at a valuation that reflects consensus views and is attractive vis-a-vis
peers. Importantly, shareholders are receiving shares in the parent company rather than cash,
reducing concerns around permanently giving up exposure to future value creation. |
| 36. | Is there a minimum acceptance threshold
for the exchange offers? |
| · | No.
The exchange offers are not subject to a minimum acceptance threshold, meaning Santander’s
ownership could increase materially even if it does not acquire the full remaining minority
interest. |
| 37. | How does acceptance increase portfolio
diversification for minority shareholders? |
| · | By
accepting the exchange offers, minority shareholders would retain meaningful indirect participation
in Brazil but gain exposure to the Santander Group’s diversified geographic and business
portfolio, reducing dependence on the outcome of any single local economic or political cycle.
Santander Group provides exposure to a diversified earnings base across Europe and the Americas
while maintaining meaningful participation in Brazil, which remains one of the Group’s
largest and most important markets, representing approximately 15% of the Santander
Group PBT for the 1H 2026. With a market capitalization of c.€190bn, the Santander Group
offers substantially greater scale, liquidity and diversification than Santander Brasil on
a standalone basis. The consideration will be delivered through BDRs in Brazil or ADSs in
the United States, as applicable under the relevant offer leg, providing access to Santander
Group securities in the corresponding market. Additionally, as not all Santander subsidiaries
are publicly listed, Banco Santander shares, CDIs or ADSs (and in the future, BDRs) are the
only listed instruments providing exposure to the Group’s diversified geographic footprint
as a whole. The Webster and TSB acquisitions materially strengthen Santander’s US and
UK platforms and provide an additional source of growth, earnings diversification and operating
synergies, complementing Santander’s broader strategic plan focused on increasing scale,
deploying global platforms, improving efficiency and reducing dependence on individual markets. |
| 38. | How do minority shareholders participate
in the transaction’s expected accretion? |
| · | Santander
expects the transaction to increase group EPS by approximately 0.5% from 2028 and TNAV per
share by approximately 0.6%, while remaining capital neutral. Because the consideration is
paid in Santander Group shares, tendering shareholders continue to participate in these expected
benefits rather than monetizing their position through cash. In other words, shareholders
who accept the offer are not selling out of the transaction’s expected accretion; they
are becoming Santander Group shareholders and therefore remain exposed to the financial benefits
of the transaction. The consideration would be settled through the issue of up to approximately
1.1% of Banco Santander’s current share capital. The expected EPS and TNAV-per-share
accretion is based on current market-consensus estimates and does not rely on material cost
synergies or management forecasts. The transaction’s financial attractiveness therefore
derives principally from the relative valuation, ownership economics and capital-neutral
structure rather than from an aggressive synergy case. |
| 39. | Could a reduction in free float affect
Santander Brasil’s index relevance? |
| · | Yes.
A materially reduced free float could affect Santander Brasil’s weighting and eligibility
in certain equity indices. Lower index representation may reduce passive ownership and trading
activity over time, creating additional pressure on liquidity and market visibility. Tendering
allows shareholders to migrate into a highly liquid global banking stock that benefits from
broad international investor coverage and index inclusion. |
IMPORTANT INFORMATION
FOR INVESTORS REGARDING THE PROPOSED TRANSACTION
In connection with
the proposed transaction, Banco Santander, S.A. (“Santander”) will file with the U.S. Securities and Exchange Commission
(the “SEC”) a Registration Statement on Form F-4 that will include a prospectus and offer to exchange. Santander will also
file with the Brazilian Comissão de Valores Mobiliários (“CVM”) a Tender Offer Notice (Edital de Oferta
Pública de Aquisição) in connection with the transaction and the prospective offer as required under applicable
law. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, PROSPECTUS, OFFER TO EXCHANGE, TENDER OFFER NOTICE
AND ALL OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC AND THE CVM REGARDING THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
All such documents
filed with the SEC will be available free of charge at the SEC’s website at www.sec.gov and through
the CVM’s website at www.cvm.gov.br.
This communication
shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. This document is not an offer of securities for sale into the United States, Brazil, Spain, the United
Kingdom, Poland, Mexico or elsewhere. No offering of securities shall be made in the United States except pursuant to registration under
the U.S. Securities Act of 1933, as amended, or an exemption therefrom, and no offering of securities shall be made in Brazil, Spain,
the United Kingdom, Poland or Mexico except pursuant to applicable law.
Forward-Looking
Statements
This communication
contains “forward-looking statements,” which may be identified by words like expect, project, anticipate, should, intend,
probability, risk, target, goal, objective, estimate, future and similar expressions and include, but are not limited to, statements
that are predictive in nature and depend upon or refer to future events, conditions, circumstances or the future performance of Santander
or Banco Santander (Brasil), S.A. (“Santander Brasil”) or their respective affiliates, including as a result of the implementation
of the transactions described herein. These statements are based on management’s current expectations and are inherently subject
to uncertainties and changes in circumstance and a number of risks, uncertainties and other important factors may cause actual developments
and results to differ materially from current expectations.
Risks and uncertainties
include, among other things:
| · | general
economic or industry conditions (e.g., an economic downturn; higher volatility in the capital
markets; inflation; deflation; changes in demographics, consumer spending, investment or
saving habits; and the effects of the armed conflicts in Ukraine and the Middle East, or
the outbreak of public health emergencies in the global economy) in areas where we have significant
operations or investments; |
| · | exposure
to operational risks, including cyberattacks, data breaches, data losses and other security
incidents; |
| · | exposure
to market risks (e.g., risks from interest rates, foreign exchange rates, equity prices and
new benchmark indices); |
| · | potential
losses from early loan repayment, collateral depreciation or counterparty risk; |
| · | political
instability in Spain, the UK, other European countries, Latin America and the US; |
| · | changes
in monetary, fiscal and immigration policies and trade tensions, including the imposition
of tariffs and retaliatory responses; |
| · | legislative,
regulatory or tax changes (including regulatory capital and liquidity requirements) and greater
regulation prompted by financial crises; |
| · | acquisitions,
integrations, divestitures and challenges arising from deviating management’s resources
and attention from other strategic opportunities and operational matters; |
| · | reputational
risk and potential adverse reactions of stakeholders, including adverse effects on the market
price of our securities; |
| · | climate-related
conditions, regulations, targets and weather events; |
| · | uncertainty
over the scope of actions that may be required by us, governments and other to achieve goals
relating to climate, environmental and social matters, as well as the evolving nature of
underlying science and potential conflicts and inconsistencies among governmental standards
and regulations ; |
| · | our
own decisions and actions, including those affecting or changing our practices, operations,
priorities, strategies, policies or procedures; and |
| · | changes
affecting our access to liquidity and funding on acceptable terms, especially due to credit
spread shifts or credit rating downgrade for the entire Group or core subsidiaries. |
Additionally, important
factors that could cause Santander’s and Santander Brasil’s actual results, financial condition and achievements to differ
materially from those indicated in these forward-looking statements include, in addition to those set forth in Santander’s and
Santander Brasil’s filings with the SEC and the CVM, as applicable:
| · | risks
related to the proposed transaction, including uncertainties as to whether certain statutory
relief under the U.S. securities laws will be granted, the risk that the conditions to commencement
and/or consummation of the proposed transaction are not received or satisfied on a timely
basis or at all, and the risk of Santander Brasil shareholders not tendering their securities
in the proposed transaction or otherwise not supporting the terms of the proposed transaction; |
| · | the
expected timing and likelihood of completion of the transaction, including the timing, receipt
and terms and conditions of any required regulatory or shareholder approvals; |
| · | disruption
to the parties’ businesses as a result of the announcement and pendency of the proposed
transaction; |
| · | the
risk that matters relating to the transaction could have adverse effects on the market price
of the securities of Santander or Santander Brasil; |
| · | the
risk that the transaction could have an adverse effect on the ability of Santander or Santander
Brasil to retain customers and retain and hire key personnel and maintain relationships with
their suppliers and customers; |
| · | the
possibility that the proposed transaction may be more expensive to complete than anticipated,
including as a result of unexpected factors or events; |
| · | the
dilution caused by Santander’s issuance of additional ordinary shares and corresponding
American depositary shares, each representing the right to receive one of its ordinary shares
(“ADSs”), or Brazilian Depositary Receipts, each representing the right to receive
one of its ordinary shares (“BDRs”), in connection with the proposed transaction;
and |
| · | compliance
with regulatory requirements. |
All such factors are
difficult to predict and are beyond Santander’s and Santander Brasil’s control, including those other risks and uncertainties
discussed in (i) Santander’s filings with the SEC, including the “Risk Factors” and “Cautionary Statement Regarding
Forward-Looking Statements” sections of Santander’s most recent annual report on Form 20-F and subsequent 6-Ks filed with,
or furnished to, the SEC and (ii) Santander Brasil’s filings with the SEC and the CVM, as applicable, including the “Risk
Factors” and “Forward-Looking Statements” sections of Santander Brasil’s most recent annual report on Form 20-F
and subsequent 6-Ks filed with, or furnished to, the SEC and most recent Formulário de Referência filed with the
CVM.
You can obtain copies
of Santander’s and Santander Brasil’s filings, as applicable, with the SEC and the CVM for free at the SEC’s website
(www.sec.gov) or at the CVM’s website (ww.cvm.gov.br). Other factors that may cause actual results
to differ materially include those that will be set forth in the Registration Statement on Form F-4 and the related Offer to Exchange/Prospectus,
the Solicitation/Recommendation Statement on Schedule 14D-9, the Tender Offer Notice and other tender offer documents to be filed by
Santander and Santander Brasil. All forward-looking statements in this communication are qualified in their entirety by this cautionary
statement.
Our forward-looking
statements speak only as at the date of this communication and are informed by the knowledge, information and views available as at the
date of this communication. Santander is not required to update or revise any forward-looking statements, regardless of new information,
future events or otherwise.
