Banco Santander, S.A., a company organized under the laws of the Kingdom of Spain (“Santander Parent”), will make an exchange offer (the “U.S. exchange offer”) pursuant to this offer to exchange/prospectus and a separate exchange offer (the “Brazilian exchange offer” and together with the U.S. exchange offer, the “exchange offers”) pursuant to other offering documents published in Brazil and made available to all holders of Santander Brasil units and Santander Brasil shares (each as defined herein) to acquire all the issued and outstanding (i) common shares, no par value of Banco Santander (Brasil) S.A. (“Santander Brasil”) (“Santander Brasil common shares”), (ii) preferred shares, no par value, of Santander Brasil (“Santander Brasil preferred shares” and, together with Santander Brasil common shares, the “Santander Brasil shares”), (iii) units of Santander Brasil (each of which represents one Santander Brasil common share and one Santander Brasil preferred share, and which we refer to as “Santander Brasil units”) and (iv) in the case of the U.S. exchange offer only, American Depositary Shares (each of which represents one Santander Brasil unit and which we refer to as “Santander Brasil ADSs,” and together with the Santander Brasil shares and the Santander Brasil units, the “Santander Brasil Securities”), in each case other than any Santander Brasil ADSs, Santander Brasil units or Santander Brasil shares owned directly or indirectly by Santander Parent, in exchange for 0.2028 of a Santander Parent ordinary share, nominal value €0.50 per share (each a “Santander Parent ordinary share”), for each Santander Brasil share and 0.4056 of a Santander Parent ordinary share for each Santander Brasil unit or Santander Brasil ADS.

All holders of Santander Brasil ADSs and U.S. holders (within the meaning of Rule 14d-1(d) under the Securities Exchange Act of 1934, as amended, the “Exchange Act”) (“U.S. holders”) of Santander Brasil units and Santander Brasil shares may tender into the U.S. exchange offer through The Bank of New York Mellon, as the U.S. exchange agent (the “U.S. exchange agent”), and will receive the relevant number of Santander Parent ordinary shares in the form of American Depositary Shares representing Santander Parent ordinary shares (each of which represents one Santander Parent ordinary share and which we refer to as “Santander Parent ADSs”), which will be in uncertificated form. All holders of Santander Brasil units and Santander Brasil shares (whether U.S. holders or non-U.S. holders) may tender into the Brazilian exchange offer by tendering their Santander Brasil units or Santander Brasil shares in the auction (the “Auction”) to be held on the B3 stock exchange in Brazil (“B3”) and will receive the relevant number of Santander Parent ordinary shares in the form of Brazilian Depositary Shares representing Santander Parent ordinary shares (each of which represents one Santander Parent ordinary share and which we refer to as “Santander Parent BDSs,” and together with the Santander Parent ADSs, the “Santander Parent Depositary Shares”), which will be in book-entry form or will be evidenced by Brazilian Depositary Receipts (“Santander Parent BDRs”), as described herein. We refer to the Santander Parent ordinary shares, Santander Parent ADSs and Santander Parent BDSs collectively as the “Santander Parent Securities”.

No fractional Santander Parent ADSs or Santander Parent BDSs will be issued or delivered in connection with the exchange offers. Instead of any such fractional Santander Parent ADSs that a tendering holder would otherwise be entitled to receive, the U.S. exchange agent will aggregate all fractional Santander Parent ADSs that all tendering holders tendering through the U.S. exchange agent would otherwise be entitled to receive pursuant to the U.S. exchange offer, sell such fractional Santander Parent ADSs (or the underlying Santander Parent ordinary shares) at such times, in such manner and on such terms as the U.S. exchange agent determines in its reasonable discretion, and pay the resulting cash proceeds in U.S. dollars to such tendering holders. Instead of any such fractional Santander Parent BDSs that a tendering holder would otherwise be entitled to receive, Banco B3 S.A. (the “Santander Parent BDS depositary”) will aggregate all fractional Santander Parent ordinary shares that all tendering holders tendering directly in the Auction would otherwise be entitled to receive in the form of Santander Parent BDSs pursuant to the Brazilian exchange offer, and will instruct a brokerage firm selected by Santander Parent to place a market order to sell such fractional Santander Parent ordinary shares on the continuous market (mercado continuo) of the Spanish Stock Exchanges (at such times, in such manner and on such terms as the Santander Parent BDS depositary determines in its reasonable discretion) and pay the resulting cash proceeds in Brazilian reais to the holders entitled thereto through the Central Depositary (as defined herein).

If Santander Brasil makes any distribution of dividends, interest on equity (juros sobre capital próprio), or any other type of distribution to its shareholders (regardless of whether it is an ordinary, extraordinary, interim or complementary distribution) that is an Eligible Distribution (as defined herein), the exchange ratio offered as consideration in the exchange offers will be adjusted downwards to reflect the gross amount of the distribution per Santander Brasil security (on a per-common-share, per-preferred-share, per-unit or per-ADS basis, as applicable), as described herein. Similarly, if Santander Parent makes any distribution of dividends or any other type of distribution to its shareholders that is an Eligible Distribution, the exchange ratio will be adjusted upwards to reflect the gross amount of the distribution per Santander Parent ordinary share or fraction thereof, as described herein.

This mechanism is designed to ensure that the relative economics of the exchange are preserved regardless of which party makes Eligible Distributions. In addition, the exchange ratio will be adjusted for stock splits, reverse stock splits, bonus share issues (bonificações) and other analogous corporate actions by either Santander Parent or Santander Brasil, in each case in a manner designed to preserve the relative economic position of the tendering holders and Santander Parent. Share buybacks conducted by either Santander Parent or Santander Brasil will not result in an adjustment to the exchange ratio.

The U.S.$/Brazilian reais exchange rate on September 15, 2026 was U.S.$1.00 = R$5.1487.

This offer to exchange/prospectus relates to the U.S. exchange offer and is being sent to all holders of Santander Brasil units and Santander Brasil shares that are residents of, or located in, the United States and to all holders of Santander Brasil ADSs, wherever located. Separate offering documents relating to the Brazilian exchange offer are being published in Brazil and made available to all holders of Santander Brasil units and Santander Brasil shares. SANTANDER BRASIL ADSs MAY NOT BE TENDERED IN THE BRAZILIAN EXCHANGE OFFER.

The exchange offers are being made on the terms and subject to the conditions set forth in this offer to exchange/prospectus under “The Exchange Offers” beginning on page 44 and the related letter of transmittal.

THE U.S. EXCHANGE OFFER AND WITHDRAWAL RIGHTS FOR TENDERS OF SANTANDER BRASIL ADSs, SANTANDER BRASIL UNITS AND SANTANDER BRASIL SHARES WILL EXPIRE AT [—] EASTERN TIME ([—] SÃO PAULO TIME) (THE “EXPIRATION TIME”) ON [—] (AS SUCH DATE MAY BE EXTENDED, THE “EXPIRATION DATE”), UNLESS THE U.S. EXCHANGE OFFER IS EXTENDED.

Santander Parent ordinary shares trade on the Madrid, Barcelona, Bilbao and Valencia stock exchanges (the “Spanish Stock Exchanges”) through the Automated Quotation System of the Spanish Stock Exchanges (the “Automated Quotation System”) under the ticker symbol “SAN.” Santander Parent ordinary shares are also listed on the London (in the form of CREST depository interests) and Warsaw stock exchanges under the ticker symbol “BNC” and “SAN,” respectively, and in the International Quotation System of the Mexican stock exchange under the ticker symbol “SANN.” Santander Parent ADSs trade on the New York Stock Exchange (“NYSE”) under the ticker symbol “SAN.” The Santander Brasil common shares, the Santander Brasil preferred shares and the Santander Brasil units are listed on the B3 under the symbols “SANB3,” “SANB4” and “SANB11,” respectively. The Santander Brasil ADSs are listed on the NYSE under the symbol “BSBR.” Santander Parent will submit an application to list the Santander Parent ADSs that will be issued pursuant to the U.S. exchange offer on the NYSE. On September 15, 2026, the closing price of Santander Parent ordinary shares listed on the Automated Quotation System was €12.67 (equivalent to U.S.$14.62 based on the exchange rate as published by the European Central Bank on such date) and the closing price of Santander Parent ADSs listed on the NYSE was U.S.$14.65. On September 15, 2026, the closing price of Santander Brasil units, Santander Brasil common shares and Santander Brasil preferred shares listed on the B3 was R$30.07 (equivalent to U.S.$5.84 based on the U.S.$/Brazilian reais exchange rate on such date), R$15.05 (equivalent to U.S.$2.92 based on the U.S.$/Brazilian reais exchange rate on such date) and R$15.02 (equivalent to U.S.$2.92 based on the U.S.$/Brazilian reais exchange rate on such date), respectively, and the closing price of Santander Brasil ADSs on the NYSE was U.S.$5.86.

As of August 31, 2026, Santander Parent owned, directly or indirectly, approximately 89.7% of Santander Brasil’s total share capital.

See the “Risk Factors” section of this offer to exchange/prospectus beginning on page 29 for a discussion of various risk factors that you should consider before deciding whether or not to tender your Santander Brasil shares, Santander Brasil units and/or Santander Brasil ADSs into the U.S. exchange offer.

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the securities to be issued in the transactions described in this offer to exchange/prospectus or passed upon the adequacy or accuracy of this offer to exchange/prospectus. Any representation to the contrary is a criminal offense.

This offer to exchange/prospectus incorporates by reference important business and financial information about Santander Parent and Santander Brasil that is contained in their filings with the SEC but which is not included in, or delivered with, this offer to exchange/prospectus. This information is available on the SEC’s website at www.sec.gov and from other sources. For more information about how to obtain copies of these documents, see the “Where You Can Find More Information” section of this offer to exchange/prospectus beginning on page 15. Santander Parent will also make copies of this information available to you without charge upon your written or oral request to Sodali & Co. at:

In order to receive timely delivery of these documents, you must make such a request no later than five business days before the then-scheduled expiration date of the U.S. exchange offer. This deadline is currently [—] because the expiration date of the exchange offers is currently [—] but the actual deadline will be different if the U.S. exchange offer is extended.

The summary term sheet in question and answer format set forth below highlights selected information about the exchange offers that is included elsewhere in this offer to exchange/prospectus. It does not, however, contain all of the information included in, or incorporated by reference into, this offer to exchange/prospectus and the related letter of transmittal and you should read and consider all such information carefully before deciding whether or not to tender your Santander Brasil shares (as defined herein), Santander Brasil units (as defined herein) or Santander Brasil ADSs (as defined herein) into the exchange offers.

Each of Santander Parent and Santander Brasil files with, and furnishes to, the SEC reports and other information. The SEC maintains an internet website at www.sec.gov that contains reports and other information regarding Santander Parent and Santander Brasil. You may also inspect certain reports and other information concerning Santander Parent and Santander Brasil at the offices of the New York Stock Exchange LLC (the “NYSE”).

Santander Parent makes available free of charge through its website accessible at www.santander.com certain of Santander Parent’s reports and other information filed with or furnished to the SEC. With the exception of the reports specifically incorporated by reference in this document as set forth in “Incorporation of Certain Information By Reference,” material contained on or accessible through Santander’s website is not incorporated into this document. You may also request a copy of Santander Parent’s filings at no cost, by writing or calling Santander Parent at the following address:

Santander Parent has filed with the SEC a registration statement on Form F-4 (the “Registration Statement”) to register under the Securities Act of 1933, as amended (the “Securities Act”), the offer and sale of Santander Parent ordinary shares pursuant to the U.S. exchange offer to holders of Santander Brasil ADSs, holders of Santander Brasil units and holders of Santander Brasil shares to be tendered into the U.S. exchange offer through the U.S. exchange agent and to register the offer and sale of Santander Parent BDSs pursuant to the Brazilian exchange offer to U.S. holders of Santander Brasil units and Santander Brasil shares to be tendered into the Brazilian exchange offer through the Auction on the B3. This offer to exchange/prospectus forms a part of that Registration Statement. Santander Parent will also file with the SEC a statement on Schedule TO pursuant to Rule 14d-3 under the Exchange Act furnishing certain information with respect to the exchange offers. The Registration Statement, the Schedule TO and any amendments thereto will be available for inspection and copying as set forth above.

DOCUMENTS INCORPORATED BY REFERENCE ARE ALSO AVAILABLE FROM SANTANDER PARENT WITHOUT CHARGE UPON REQUEST TO SODALI & CO. AT:

IN ORDER TO ENSURE TIMELY DELIVERY OF ANY OF THESE DOCUMENTS, ANY REQUEST SHOULD BE SUBMITTED NO LATER THAN FIVE (5) BUSINESS DAYS PRIOR TO THE THEN-SCHEDULED EXPIRATION DATE OF THE EXCHANGE OFFERS. THIS DEADLINE IS CURRENTLY [—] BECAUSE THE EXPIRATION DATE OF THE EXCHANGE OFFERS IS CURRENTLY [—] BUT THE ACTUAL DEADLINE WILL BE DIFFERENT IF THE EXCHANGE OFFERS ARE EXTENDED. IF YOU REQUEST ANY INCORPORATED DOCUMENTS FROM SANTANDER PARENT, SANTANDER PARENT WILL MAIL THEM TO YOU BY FIRST CLASS MAIL, OR OTHER EQUALLY PROMPT MEANS, WITHIN ONE (1) BUSINESS DAY AFTER SANTANDER PARENT RECEIVES YOUR REQUEST.

Santander Parent has not authorized anyone to give any information or make any representation about the exchange offers that is different from, or in addition to, the information contained in this offer to exchange/prospectus or in any materials incorporated by reference into this offer to exchange/prospectus. The information contained in this offer to exchange/prospectus speaks only as of the date of this offer to exchange/prospectus unless the information specifically indicates that another date applies.

As allowed by the SEC, this offer to exchange/prospectus does not contain all of the information that is deemed to be included in this offer to exchange/prospectus. This is because the SEC allows Santander Parent to “incorporate by reference” into this offer to exchange/prospectus certain reports and other documents that Santander Parent and Santander Brasil file with, or furnish to, the SEC both before and after the date of this offer to exchange/prospectus. The reports and other documents incorporated by reference into this offer to exchange/prospectus contain important information concerning Santander Parent and Santander Brasil and the information contained in those reports and other documents incorporated by reference herein (except to the extent superseded by information expressly contained herein) is deemed to form part of this offer to exchange/prospectus even though such information is not physically included herein.

This offer to exchange/prospectus incorporates by reference the following documents filed with, or furnished to, the SEC by Santander Parent or Santander Brasil prior to the date of this offer to exchange/prospectus:

In addition, all annual reports on Form 20-F that Santander Parent and Santander Brasil file with the SEC and all reports on Form 6-K that Santander Parent and Santander Brasil furnish to the SEC indicating that they are so incorporated by reference into this offer to exchange/prospectus, in each case after the date of this offer to exchange/prospectus and prior to the expiration or termination of the exchange offer, will also be incorporated by reference into this offer to exchange/prospectus. Any information contained in, or incorporated by reference into, this offer to exchange/prospectus prior to the filing with, or furnishing to, the SEC of any such report after the date of this offer to exchange/prospectus shall be deemed to be modified or superseded to the extent that the disclosure in

such report modifies or supersedes such information. In addition, this offer to exchange/prospectus, as supplemented or amended from time to time, shall be deemed to modify and supersede any prior information previously published by or on behalf of Santander Parent regarding the exchange offers to the extent inconsistent herewith.

Upon your request, Santander Parent’s information agent will provide to you without charge copies of any or all reports and documents described above that are incorporated by reference into this offer to exchange/prospectus (other than exhibits to such documents, unless such exhibits are specifically incorporated by reference). Requests for such copies should be directed to Santander Parent’s information agent, Sodali & Co., at:

To obtain timely delivery of any of these documents, you must request them no later than five (5) business days before the then scheduled expiration date of the exchange offers. This deadline is currently [—] because the expiration date of the exchange offers is currently [—] but the actual deadline will be different if the exchange offers are extended.

Santander Parent has provided only the information contained in, or incorporated by reference into, this offer to exchange/prospectus in deciding whether or not to accept the exchange offers. Santander Parent has not authorized anyone to provide you with any information that is different from what is contained in, or incorporated by reference into, this offer to exchange/prospectus. The information contained in, or incorporated by reference into, this offer to exchange/prospectus is accurate only as of its date. You should not assume that such information is accurate as of any other date and neither the mailing of this offer to exchange/prospectus to you nor the issuance of Santander Parent ADSs or Santander Parent BDSs in connection with the exchange offers shall create any implication to the contrary.

This document contains statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements can be identified by words such as “achieve,” “anticipate,” “assume,” “believe,” “could,” “deliver,” “drive,” “enhance,” “estimate,” “expect,” “focus,” “future,” “goal,” “grow,” “guidance,” “intend,” “may,” “might,” “plan,” “position,” “potential,” “predict,” “project,” “opportunity,” “outlook,” “should,” “strategy,” “target,” “trajectory,” “trend,” “will,” “would,” and other similar words and expressions, or the negative of such terms or other comparable terminology. Forward-looking statements include, but are not limited to, statements about business strategy, goals and objectives, projected financial and operating results, including outlook for future growth, and future share dividends, share repurchases and other uses of capital.

These statements are not historical facts, but instead represent the beliefs of Santander Parent and Santander Brasil regarding future events, many of which, by their nature, are inherently uncertain and outside of their control. The ability of Santander Parent or Santander Brasil to predict results or the actual effects of their plans and strategies is subject to inherent uncertainty. Investors are cautioned not to place undue reliance on such statements.

Important factors that could cause actual results, financial condition, and achievements of Santander Parent and Santander Brasil to differ materially from those indicated in these forward-looking statements include those set forth under “Risk Factors” in this offer to exchange/prospectus beginning on page 29, those discussed and identified in public filings made with the SEC by Santander Parent or Santander Brasil, and the following:

All subsequent written and oral forward-looking statements concerning the transaction or other matters addressed in this document and attributable to Santander Parent or Santander Brasil, or any person acting on their behalf, are expressly qualified in their entirety by the cautionary statements contained or referred to in this document.

The forward-looking statements included in this document speak only as of the date of this document. None of Santander Parent or Santander Brasil undertakes any obligation to publicly update or revise any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments, or otherwise, except to the extent required by applicable securities laws, including Rule 14d-3(b) under the Exchange Act. You should read carefully the risk factors described in the “Risk Factors” section of this offer to exchange/prospectus beginning on page 29.

In addition to the matters described under the “Cautionary Statement Regarding Forward-Looking Statements” section of this offer to exchange/prospectus and the risk factors contained in the Santander Parent 2025 Form 20-F and the Santander Brasil 2025 Form 20-F that are incorporated by reference into this offer to exchange/prospectus, you should also carefully consider other information incorporated by reference herein, the other information included in this offer to exchange/prospectus and the following risk factors before deciding whether or not to tender your Santander Brasil shares, Santander Brasil units or Santander Brasil ADSs into the exchange offers. Each of the matters described in these risk factors could have a material adverse effect on the businesses, financial condition and/or results of operations of Santander Parent and Santander Brasil individually or as affiliated companies and on the market price of the Santander Parent ordinary shares.

The completion of the exchange offers is subject to the following conditions:

The foregoing conditions are for the sole benefit of Santander Parent and may be asserted by Santander Parent regardless of the circumstances (including any action or inaction by Santander Parent) giving rise to any such conditions or may be waived by Santander Parent in whole or in part at any time and from time to time in Santander Parent’s or their sole discretion. The determination as to whether any condition has occurred shall be in Santander Parent’s sole judgment, and will be final and binding. The failure by Santander Parent at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time prior to the expiration time.

There are no assurances that all of the conditions will be satisfied or that the conditions will be satisfied in the expected time frame. If any of the conditions to the exchange offers are not met, then Santander Parent may waive such conditions, allow the exchange offers to expire, or amend or extend the exchange offers.

If you validly tender your Santander Brasil units and Santander Brasil shares into, and do not withdraw from, the Brazilian exchange offer through the Auction and your Santander Brasil units and Santander Brasil shares are acquired in the Brazilian exchange offer, you will receive 0.4056 of a Santander Parent BDS per Santander Brasil unit and 0.2028 of a Santander Parent BDS per Santander Brasil share, subject to adjustment, as described herein. If you validly tender your Santander Brasil units, Santander Brasil shares or Santander Brasil ADSs into, and do not withdraw from, the U.S. exchange offer through the U.S. exchange agent and your Santander Brasil ADSs, Santander Brasil units and/or Santander Brasil shares are acquired in the U.S. exchange offer, you will receive 0.4056 of a Santander Parent ADS per Santander Brasil ADS or Santander Brasil unit and 0.2028 of a Santander Parent ADS per Santander Brasil share, subject to adjustment, as described herein. Each Santander Parent BDS or Santander Parent ADS represents one Santander Parent ordinary share. This exchange ratio is fixed and will not be adjusted to reflect any changes in the market prices of any of the securities of either company, except for the adjustment for distributions and other events as described herein. As a result, you will receive a fixed number of Santander Parent BDSs or Santander Parent ADSs in connection with the exchange offers, and changes in the market prices of these securities and the underlying Santander Parent ordinary shares will affect the value of what you will receive.

The market prices of the Santander Parent ordinary shares, Santander Parent ADSs, Santander Brasil shares, Santander Brasil units and Santander Brasil ADSs are likely to fluctuate before the completion of the exchange offers and this will affect the value represented by the exchange ratio both in terms of the Santander Brasil shares, Santander Brasil units or Santander Brasil ADSs tendered by you or on your behalf and what you will receive in

exchange. For example, based on the closing prices on the B3 translated at the U.S.$/Brazilian reais exchange rate published on September 15, 2026, the market value of one Santander Brasil unit has varied from a low of U.S.$4.90 to a high of U.S.$5.95 between July 30, 2026 (the trading day that ended immediately before Santander Parent issued a press release announcing the exchange offers after markets closed on July 30, 2026) and September 15, 2026, while, based on the closing prices on the Automated Quotation System translated at the U.S.$/euro exchange rate published on September 15, 2026, the market value of a Santander Parent ordinary share has varied from a low of U.S.$14.11 to a high of U.S.$14.92 between July 30, 2026 (the trading day that ended immediately before Santander Parent issued a press release announcing the exchange offers after markets closed on July 30, 2026) and September 15, 2026.

The market prices of Santander Parent ordinary shares, Santander Parent ADSs, Santander Brasil shares, Santander Brasil units and Santander Brasil ADSs are, and the Santander Parent BDSs will be, subject to general price fluctuations in the market for publicly traded equity securities and have experienced significant volatility in the past. Market price variations in these securities could result from actual or investors’ perceptions of changes in the businesses, financial condition, results of operations or prospects of Santander Parent or Santander Brasil prior to and/or following the exchange offer, regulatory considerations, legal proceedings, exchange rates, general market and economic conditions and other factors beyond the control of Santander Parent or Santander Brasil.

Santander Brasil is a Brazilian company and Brazilian law governs the duties and obligations of Santander Brasil’s board of directors, a majority of the members of which are representatives of Santander Parent. As of the date of this offer to exchange/prospectus, Santander Brasil’s board of directors has not made any recommendation to its shareholders in connection with the exchange offers.

However, according to Santander Brasil’s bylaws, within 15 calendar days after the publication of the exchange offer notice required by Brazilian law in connection with the exchange offers, the board of directors of Santander Brasil is required to prepare and disclose an opinion on (i) the convenience and opportunity of the exchange offers vis-à-vis the interests of the shareholders of Santander Brasil and the liquidity of their securities; (ii) the impact of the exchange offers on the interests of Santander Brasil; and (iii) the announced strategic plans of the offeror in connection with Santander Brasil.

In addition, under U.S. law, within 10 business days after the commencement of the U.S. exchange offer, Santander Brasil is required to file with the SEC and distribute to its shareholders a statement indicating whether it recommends in favor of the U.S. exchange offer, recommends against the U.S. exchange offer, expresses no position and remains neutral in connection with the U.S. exchange offer or expresses that it is unable to take a position regarding the U.S. exchange offer. In each case the board is required to explain the reasons for its position.

Santander Parent is the controlling shareholder of Santander Brasil and may have actual and potential conflicts of interest with you because it currently has the power to elect a majority of the members of the board of directors of Santander Brasil. As a result of its controlling shareholder position, Santander Parent may have access to information that is not in the possession of the general investor.

The rights of holders of Santander Brasil shares and Santander Brasil units are governed by Brazilian law, Santander Brasil’s bylaws and the rules of B3, and the rights of holders of Santander Brasil ADSs are governed by the deposit agreement among Santander Brasil, the Santander Brasil ADS depositary and the holders and beneficial owners from time to time of Santander Brasil ADSs issued thereunder (the “Santander Brasil ADS deposit agreement”).

If your Santander Brasil shares, Santander Brasil units and/or Santander Brasil ADSs are acquired in the exchange offers, you will receive Santander Parent ADSs and/or Santander Parent BDSs representing Santander Parent ordinary shares. The rights of a holder of Santander Parent ordinary shares will be governed by Spanish

Companies Act, Spanish corporation regulations, Santander Parent’s bylaws and the rules of the Spanish Stock Exchanges, which are materially different than the rights of a holder of Santander Brasil shares. The rights of a holder of Santander Parent ADSs are governed by the Santander Parent ADS deposit agreement, and the rights of a holder of Santander Parent BDSs are governed by a deposit agreement among Santander Parent, Banco B3 S.A. (the “Santander Parent BDS depositary”) and the holders from time to time of the Santander Parent BDSs issued thereunder (the “Santander Parent BDS deposit agreement”), which are different in some respects from the rights of holders of Santander Brasil ADSs. For a discussion of these differences, see the “Comparison of Rights of Holders of Santander Parent Securities and Santander Brasil Securities” section of this offer to exchange/prospectus beginning on page 109.

The receipt of Santander Parent ADSs and cash (if any) in exchange for Santander Brasil Securities pursuant to the U.S. exchange offer will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. Holder (as defined in “The Exchange Offers—Tax Consequences—Material United States Federal Income Tax Considerations”) whose Santander Brasil Securities are exchanged for Santander Parent ADSs in the transaction will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between (i) the fair market value of the Santander Parent ADSs on the date of the exchange and the cash (if any) received with respect to the Santander Brasil Securities exchanged and (ii) the U.S. Holder’s adjusted tax basis in such Santander Brasil Securities. A U.S. Holder will have a tax basis in the Santander Parent ADSs received equal to their fair market value on the date of the exchange, and the U.S. Holder’s holding period with respect to such Santander Parent ADSs will begin on the day after the date of the exchange. The U.S. federal income tax consequences of the transaction and of holding Santander Parent ADSs are discussed in more detail below under “Material United States Federal Income Tax Considerations.” U.S. investors who elect to receive Santander Parent BDSs pursuant to the Brazilian exchange offer should consult their tax advisors regarding the U.S. federal income tax consequences of the transaction and of holding Santander Parent BDSs.

Certain Brazilian tax consequences of your participation in the exchange offers are uncertain. While non-Brazilian holders that tender their Santander Brasil ADSs, Santander Brasil shares or Santander Brasil units into the U.S. exchange offer through the U.S. exchange agent and non-Brazilian holders who are not located in a tax haven jurisdiction that tender Santander Brasil units or Santander Brasil shares into the Brazilian exchange offer through the Auction on the B3 in exchange for Santander Parent BDSs should not be subject to capital gains tax in Brazil there is a risk that the Brazilian tax authorities could seek to impose a tax on non-Brazilian holders for the capital gains recognized in such transactions. In general, the capital gains tax rate in Brazil varies from 15% up to 22.5% if the non-Brazilian holder is not located in a tax haven jurisdiction and 25% if the non-Brazilian holder is located in a tax haven jurisdiction. The United States is not a tax haven jurisdiction.

Additionally, while tax should not apply to capital gain realized on the deposit of Santander Brasil units with the custodian for the Santander Brasil ADR program if the non-Brazilian holder is an investor under Joint Central Bank/CVM Resolution 13 not located in a tax haven jurisdiction, there is no clear regulatory guidance on whether tax authorities may take the position that the tax benefits (i.e., exemption from capital gains tax available to investors under Joint Central Bank/CVM Resolution 13 in connection with the disposition of securities on the B3 or an organized over-the-counter market regulated by the CVM) would not apply to the deposit of Santander Brasil shares or Santander Brasil units in exchange for Santander Brasil ADSs. If the tax benefits available to investors under Joint Central Bank/CVM Resolution 13 are not applicable to the deposit of Santander Brasil shares or Santander Brasil units in exchange for the Santander Brasil ADSs, then such transaction would be subject to capital gains tax at the rate of 15% if the non-Brazilian holder is not located in a tax haven jurisdiction.

We urge you to read the discussion under “The Exchange Offers—Tax Consequences—Brazilian Tax Consequences” section of this offer to exchange/prospectus beginning on page 72 for a more detailed discussion of the Brazilian tax consequences of your participation in the exchange offers, and we also urge you to consult your own tax advisors concerning the tax consequences of the exchange offers with respect to the Santander Brasil shares, Santander Brasil units and Santander Brasil ADSs and of the receipt, ownership, and disposition of Santander Parent ordinary shares in light of your particular situation.

As a result of receiving Santander Parent Depositary Shares in the transaction, you will be subject to certain Spanish tax consequences related to the holding or disposal of such Santander Parent Depositary Shares, including the treatment of dividends paid with respect to any Santander ordinary shares (including those underlying the Santander Parent Depositary Shares) and of the proceeds of a sale or disposition of any Santander ordinary shares (including those underlying the Santander Parent Depositary Shares). In particular, on any dividend payment date, Qualifying Shareholders will be subject to a Spanish withholding tax of 19% on any dividends paid by Santander; however, the Spanish withholding tax rate may be reduced to 15% as per the Treaties (as defined herein) under specific conditions according to the procedure set forth by Spanish legislation.

The Spanish tax consequences of the acquisition, ownership and disposition of Santander Parent Depositary Shares by Qualifying Shareholders are discussed in more detail below under “Spanish Tax Consequences.”

We encourage you to read the discussion under the “The Exchange Offers—Tax Consequences—Spanish Tax Consequences” section of this offer to exchange/prospectus beginning on page 77 for a more detailed discussion of the Spanish tax consequences of your participation in the exchange offers. We also encourage you to consult your own tax advisors concerning the tax consequences with respect to the holding or disposal of Santander Parent Depositary Shares in light of your particular situation.

The acquisition of Santander Brasil shares, Santander Brasil units and Santander Brasil ADSs by Santander Parent pursuant to the exchange offers will reduce the number of holders of Santander Brasil shares, Santander Brasil units and Santander Brasil ADSs and the number of Santander Brasil shares, Santander Brasil units and Santander Brasil ADSs that might otherwise trade publicly and, depending on the number of Santander Brasil shares, Santander Brasil units and Santander Brasil ADSs acquired by Santander Parent pursuant to the exchange offers, could adversely affect the liquidity, market value and eligibility for inclusion in indices of any remaining Santander Brasil shares, Santander Brasil units and Santander Brasil ADSs held by the public.

Although Santander Parent does not currently intend to seek delisting of the Santander Brasil ADSs from the NYSE, Santander Parent may request the delisting in the future or, depending upon the number of Santander Brasil ADSs purchased pursuant to the U.S. exchange offer, the Santander Brasil ADSs may no longer meet the standards for continued listing on the NYSE and delisting the Santander Brasil ADSs may be required, which could further adversely affect the liquidity of the Santander Brasil ADSs.

According to the NYSE’s published guidelines, the NYSE would consider delisting the Santander Brasil ADSs if, among other things, (i) the total number of holders of Santander Brasil ADSs falls below 400, (ii) the total number of holders of Santander Brasil ADSs falls below 1,200 and the average monthly trading volume for Santander Brasil ADSs is less than 100,000 ADSs for the most recent 12 months or (iii) the number of publicly-held Santander Brasil ADSs (exclusive of holdings of officers and directors of Santander Brasil and their immediate families and other concentrated holdings of 10% or more) falls below 600,000. We have been informed by Santander Brasil that as of July 27, 2026, there were 11,923 beneficial holders of 1,280,095,277 Santander Brasil ADSs, of which approximately 164,016,451 Santander Brasil ADSs were publicly-held under the NYSE definition. Therefore, as of that date, the NYSE would consider delisting the Santander Brasil ADSs if (i) at least 96.64% of holders tendered all of their Santander Brasil ADSs into the U.S. exchange offer, (ii) at least 89.93% of holders tendered all of their Santander Brasil ADSs into the U.S. exchange offer and the average monthly trading volume for Santander Brasil ADSs fell below 100,000 ADSs for the previous 12 months or (iii) at least 99.63% of publicly-held Santander Brasil ADSs were tendered into the U.S. exchange offer.

If, as a result of the purchase of the Santander Brasil ADSs pursuant to the U.S. exchange offer, the Santander Brasil ADSs no longer meet the requirements of the NYSE for continued listing and the listing of the Santander Brasil ADSs is discontinued, the market for the Santander Brasil ADSs could be adversely affected. If the delisting occurs, the amount of publicly available information concerning Santander Brasil and its operations would be reduced and the liquidity of and markets for the Santander Brasil shares, Santander Brasil units and Santander Brasil ADSs would be adversely affected. While the Santander Brasil shares, Santander Brasil units and Santander Brasil ADSs might trade in over-the-counter markets, such markets may not develop and, even if they do, the extent of the public market and the availability of market quotations for these securities are likely to be significantly reduced and

would depend upon the number and/or the aggregate market value of, and the interest of securities firms in maintaining a market for, these Santander Brasil securities.

After completion of the Brazilian exchange offer, any outstanding Santander Brasil shares and Santander Brasil units will continue to trade on the B3. Santander Brasil will remain listed in B3’s Traditional Segment. Santander Parent does not currently have any plans to alter the corporate governance practices currently applying to Santander Brasil’s board of directors or modify the bylaws requirements. However, the offer may negatively affect the liquidity of the Santander Brasil shares and Santander Brasil units.

Furthermore, even if the Santander Brasil ADSs continue to be listed on the NYSE and the Santander Brasil shares and Santander Brasil units continue to be listed on the B3, the number of Santander Brasil shares, Santander Brasil units and Santander Brasil ADSs that are publicly held by shareholders other than Santander Parent or its affiliates may be so small that the liquidity of such securities may be significantly reduced, there may no longer be an active trading market for the Santander Brasil shares, Santander Brasil units and Santander Brasil ADSs and their market value may be significantly reduced.

As a result of the foregoing, you should not assume that the Santander Brasil ADSs will continue to be listed on the NYSE or that the Santander Brasil shares and Santander Brasil units will continue to be listed on the B3, or that there will be a liquid and active trading market or a continuation of current price levels for such securities after completion of the exchange offers.

If you elect to participate in the Brazilian exchange offer, you will be subject to certain differences between the U.S. exchange offer and the Brazilian exchange offer. For example, if you tender into the Brazilian exchange offer through the Auction to be held on the B3, you will have to pay two combined fees to B3 and the Central Depositary, respectively, in an aggregate amount equal to 0.0345% of the value of the exchange transaction. Such fees are required by the rules of B3 and the Central Depositary for transactions such as the Brazilian exchange offer but such fees are not applicable to the United States. If you tender into the Brazilian exchange offer because no similar fees are imposed by the equivalent market participants in the U.S. If you tender into the Brazilian exchange offer through the Auction to be held on the B3, qualification and eligibility will close at [—] Eastern Time ([—] São Paulo time), on the Brazilian business day immediately preceding the Auction. You will have until [—] São Paulo time on the expiration date to enter the sell orders for tendering your securities and until [—] São Paulo time on the expiration date to withdraw tendered securities, while if you tender into the U.S. exchange offer through the U.S. exchange agent you will have until [—] Eastern time on the expiration date to tender your securities or withdraw tendered securities. This difference results from the fact that the Auction will be conducted on the B3 on the expiration date, while no such Auction will occur for the U.S. exchange offer. If you tender into the Brazilian exchange offer through the Auction to be held on the B3, you will receive Subscription Receipts issued by the Depositary Institution and Santander Parent will receive your Santander Brasil shares or Santander Brasil units, upon settlement of the Brazilian exchange offer two (2) Brazilian business days after the Auction, because of additional operative steps required to settle the Brazilian exchange offer in accordance with Brazilian law.

Subscription Receipts will be issued in two classes: “Class A Subscription Receipts”, relating to Santander Brasil common shares, and “Class B Subscription Receipts”, relating to Santander Brasil preferred shares. Tendering holders will receive one (1) Class A Subscription Receipt for each Santander Brasil common share validly tendered into, and not withdrawn from, the Brazilian exchange offer, one (1) Class B Subscription Receipt for each Santander Brasil preferred share validly tendered into, and not withdrawn from, the Brazilian exchange offer and one (1) Class A Subscription Receipt and one (1) Class B Subscription Receipt for each Santander Brasil unit validly tendered into, and not withdrawn from, the Brazilian exchange offer. Each Subscription Receipt will entitle its holder to receive 0.2028 Santander Parent BDSs, subject to the adjustments to the exchange ratio described herein. The Subscription Receipts will then be canceled and the Santander Parent BDSs will be issued by the Depositary Institution and credited through the Central Depositary 10 Spanish and Brazilian business days following the Auction.

If you tender into the U.S. exchange offer through the U.S. exchange agent, and the U.S. exchange offer is completed, we expect that you will receive the Santander Parent ADSs you are entitled to receive pursuant to the U.S. exchange offer by the [—] business day following the expiration date.

In addition, if you elect to participate in the Brazilian exchange offer, you will not be afforded the rights and protections that are provided under the U.S. federal securities laws as they relate to tender offers, other than the anti-fraud provisions of the U.S. federal securities laws.

Finally, under the rules of the CVM, a third party is permitted to ‘interfere’ or commence a competing offer for all of the shares subject to the Brazilian exchange offer, so long as the competing offeror satisfies certain requirements under Brazilian law. If a third party ‘interferes’ or a competing offer is commenced, this could result in any Santander Brasil shares and Santander Brasil units tendered into the Brazilian exchange offer failing to be acquired by Santander Parent. The consummation of the U.S. exchange offer is not conditioned on whether Santander Parent completes the Brazil tender offer and acquires any Santander Brasil shares and Santander Brasil units pursuant thereto.

Santander Parent ordinary shares trade on the Spanish Stock Exchanges through the Automated Quotation System under the ticker symbol “SAN.” Santander Parent ordinary shares are also listed on the London (in the form of CREST depository interests) and Warsaw stock exchanges under the ticker symbol “BNC” and “SAN,” respectively, and in the International Quotation System of the Mexican stock exchange under the ticker symbol “SANN.” Santander Parent ADSs trade on the NYSE under the ticker symbol “SAN.”

The Santander Brasil common shares, the Santander Brasil preferred shares and the Santander Brasil units are listed on the B3 under the symbols “SANB3,” “SANB4” and “SANB11,” respectively. The Santander Brasil ADSs are listed on the NYSE under the symbol “BSBR.”

The following table presents trading information for the securities on July 30, 2026, the trading day that ended immediately before Santander Parent issued a press release announcing the exchange offers after markets closed on July 30, 2026. Amounts in Brazilian reais have been expressed in U.S. dollars at the U.S.$/Brazilian reais exchange rate of U.S.$0.1969 per R$ on July 30, 2026. Amounts in euros have been expressed in U.S. dollars at the U.S.$/euros exchange rate of U.S.$1.1476 per euro on July 30, 2026.

Santander Parent is the parent company of the Santander Group. It was established on March 21, 1857 and incorporated in its present form by a public deed executed in Santander, Spain, on January 14, 1875. Santander Parent is incorporated under, and governed by, the laws of Spain as a company with unlimited duration and with limited liability (sociedad anónima).

The Santander Group is a group of banking and financial companies that operate principally in Spain, the United Kingdom, other European countries, Brazil and other Latin American countries and the United States, offering a wide range of financial products. Recent corporate transactions completed by the Santander Group include the sale of Santander Poland and the acquisitions of TSB and Webster.

On January 9, 2026, Santander Parent and Erste announced the completion of the sale of Santander Poland, which had been disclosed in May 2025, after obtaining all required regulatory approvals and fulfilling of the conditions for closing. Erste acquired approximately 49% of the share capital of Santander Poland and the 50% of the asset management company (TFI) which was not integrated within Santander Poland, for a total cash consideration of approximately €7 billion.

On July 1, 2025, Santander Parent agreed to acquire TSB from Sabadell. The consideration paid at completion for the entire issued share capital of TSB was GBP 2.65 billion, plus Sabadell’s estimate of the difference in TSB’s tangible net asset value between April 1, 2025 and April 30, 2026 (the TNAV Variation) amounting to approximately GBP 213 million. The consideration paid at completion will be adjusted upwards or downwards once the final TNAV Variation has been determined after completion. The acquisition was completed on April 30 2026, (London Time), after the relevant regulatory approvals were obtained.

On February 3, 2026, Santander Parent, Webster and Webster Virginia Corporation entered into an agreement under which Santander Parent agreed to acquire Webster, the parent company of Webster Bank, N.A., for an announced value of approximately U.S. $12,200 million (approximately €10,300 million). Webster shareholders received U.S. $48.75 in cash and 2.0548 Santander Parent ordinary shares for each Webster share. The transaction was structured as a reincorporation merger of Webster with and into Webster Virginia Corporation, for the redomiciliation of the former from the State of Delaware to the State of Virginia, followed by a statutory share exchange. The acquisition was completed on August 20, 2026 after the relevant regulatory approvals were obtained. At completion, Webster became a wholly-owned subsidiary of Santander Parent and merged with and into Santander Holdings USA, Inc., and Webster Bank, N.A. merged with and into Santander Bank, N.A. The acquisition expanded the Santander Group’s scale and capabilities in the United States.

As of June 30, 2026, Santander Parent had a stock market capitalization of €177.5 billion, total assets of €1,954.5 billion and total equity of €115.9 billion. For the six months ended June 30, 2026, it reported total income and profit attributable to the parent of €30.8 billion and €9.0 billion, respectively. As of June 30, 2026, it employed approximately 185,300 people and had 6,496 branches and approximately 182.5 million customers worldwide.

Santander Parent ordinary shares trade on the Spanish Stock Exchanges through the Automated Quotation System under the ticker symbol “SAN.” Santander Parent ordinary shares are also listed on the London (in the form of CREST depository interests) and Warsaw stock exchanges under the ticker symbol “BNC” and “SAN,” respectively, and in the International Quotation System of the Mexican stock exchange under the ticker symbol “SANN.” Santander Parent ADSs trade on the NYSE under the ticker symbol “SAN.”

The principal executive office of Santander Parent is located at Avenida de Cantabria, s/n, 28660 Boadilla del Monte, Madrid, Spain, and its telephone number at that location is +34-91-289-9239. Santander’s internet website is www.santander.com.

Additional information about Santander and its subsidiaries is included in the documents incorporated by reference herein. See “Where You Can Find More Information.”

Santander Brasil is currently the third largest privately owned bank in Brazil, and the only international bank that operates countrywide, according to public disclosures. Santander Brasil operates in both the retail and wholesale segments with high-added value offers, which allows Santander Brasil to provide its products and services to

individuals, small and medium enterprises, and large corporate customers. Please refer to the “Presentation of Financial and Other Information” section included in the Santander Brasil 2025 Form 20-F.

Santander Brasil provides a full range of products and services to its customers through the following business segments:

The Santander Brasil common shares, the Santander Brasil preferred shares and the Santander Brasil units are listed on the B3 under the symbols “SANB3,” “SANB4” and “SANB11,” respectively. The Santander Brasil ADSs are listed on the NYSE under the symbol “BSBR.”

The principal executive offices of Santander Brasil are located at Avenida Presidente Juscelino Kubitschek, 2,041 and 2,235—Bloco A Vila Olímpia, São Paulo, SP 04543-011, Brazil, and its telephone number is +55 11-3553 3300.

Since the mid-1990s, including after Santander Brasil’s initial public offering in 2009, Santander Parent has owned, directly or indirectly, a substantial majority of Santander Brasil’s share capital. Following completion of the exchange offers launched by Santander Parent in September 2014, Santander Parent owned, directly or indirectly, approximately 88.3% of Santander Brasil’s total share capital. As of June 30, 2026, Santander Parent owned, directly or indirectly, approximately 89.6% of Santander Brasil’s total share capital.

In connection with Santander Parent’s ongoing review of its businesses, operations and strategic priorities, Santander Parent’s board of directors and senior management regularly consider potential opportunities to enhance shareholder value and simplify the organizational structure of the Santander Group. As part of this review process, Santander Parent’s board of directors and senior management consider and evaluate various strategic alternatives, including organic growth initiatives, acquisitions, divestments, business combination transactions, internal restructurings and other capital allocation and strategic alternatives.

In this context, in recent years, Santander Parent has from time to time considered, alongside other potential inorganic opportunities, the potential acquisition of the equity securities of Santander Brasil not already owned, directly or indirectly, by Santander Parent. More recently, as part of this preliminary assessment of such potential inorganic growth initiative involving Santander Brasil, Santander Parent conducted a high-level review of potential consideration alternatives, transaction structures, and the related regulatory processes.

Santander Parent’s internal discussions regarding a potential strategic transaction to increase its ownership interest in Santander Brasil intensified in 2026, consistent with the Santander Group’s broader simplification and integration strategy under its One Transformation and Global Businesses initiatives. Through July 2026, Santander management periodically held follow-up discussions regarding a potential transaction, including alternative structures considering the regulatory requirements in Brazil and the United States, timing considerations and the required documentation.

In connection with this evaluation, members of Santander Parent’s senior management held discussions from time to time with representatives of Pinheiro Neto Advogados, Santander Parent’s Brazilian external legal counsel, and Davis Polk & Wardwell LLP, Santander Parent’s U.S. external legal counsel, over the course of this period. In parallel, Santander Parent and its management also received advice from Centerview Partners, strategic advisor to Santander Parent, regarding the strategic merits, valuation considerations and potential market implications of a potential transaction.

On April 28, 2026, the board of directors of Santander Parent received a presentation from several members of Santander Parent’s senior management regarding the potential acquisition of the equity securities of Santander Brasil not already owned, directly or indirectly, by Santander Parent (approximately 10% of its share capital) in exchange for equity securities of Santander Parent. During the meeting, Santander Parent’s directors and senior management reviewed, among other matters, the growth prospects of Santander Brasil and the Brazilian market, the potential benefits of increasing Santander Parent’s ownership interest in Santander Brasil and the opportunity to simplify the Santander Group’s corporate structure. Alternative transaction structures, including a voluntary tender offer and a delisting tender offer, were also discussed. The board took note of the information presented but did not adopt an approval decision at that stage.

Following the April 2026 board meeting, members of Santander Parent’s management, together with its legal and financial advisors, continued to evaluate the proposed transaction and alternative means of implementation, analyzing, among other matters, the regulatory requirements associated with a voluntary tender offer and a delisting tender offer, valuation considerations, potential acceptance levels by minority shareholders and the expected impact of the transaction on the Santander Group’s capital position, earnings and corporate structure.

On June 15, 2026, Santander Parent’s executive committee of the board of directors (the “executive committee”) received a presentation from Santander Parent’s senior management on the potential transaction. After discussion, the executive committee determined to continue evaluating the potential transaction with a view to submitting it to Santander Parent’s board of directors for further consideration.

At a meeting held on June 23, 2026, following a presentation by several members of Santander Parent’s senior management regarding, among other things, the strategic rationale, expected execution timeline, valuation

considerations and available transaction structures, Santander Parent’s board of directors agreed to continue pursuing the project and advancing its analysis within the relevant internal working groups for preparation of a final proposal to be presented for consideration at a future meeting of the audit committee and the board of directors of Santander Parent.

On July 1, 2026, Santander Parent engaged Uría Menéndez Abogados, S.L.P. as its Spanish external legal counsel in connection with the potential transaction, and on July 6, 2026, Santander Parent retained Bank of America Europe DAC (“BofA Securities”) to act as its financial advisor in connection with the potential transaction.

On July 8, 2026, José Luis de Mora, the Global Head of Group Strategy, informed Gilson Finkelsztain, Chief Executive Officer of Santander Brasil, that Santander Parent was considering making an offer to acquire the equity securities of Santander Brasil that it did not directly or indirectly own in exchange for equity securities of Santander Parent. Mr. de Mora highlighted the confidential nature of the potential offer and indicated to Mr. Finkelsztain that no final decision had been made as to whether any transaction would be pursued or regarding its potential structuring as a voluntary or a delisting tender offer. Shortly thereafter, Javier Illescas, Head of Legal at Santander Parent, informed Alessandro Tomao, General Counsel of Santander Brasil, of the potential transaction and its preliminary status.

On July 20, 2026, after a presentation made by several members of Santander Parent’s senior management, including with respect to the contemplated exchange offer structure, the strategic rationale for the acquisition and certain economic terms being preliminarily considered, the audit committee of Santander Parent discussed the proposed transaction and expressed its support for continuing the evaluation of the proposed transaction on the terms presented.

At a meeting held on July 21, 2026, after a presentation made by several members of Santander Parent’s senior management, including with respect to the strategic rationale, potential structures, consideration to be offered and the timeline of the transaction, the board of directors unanimously expressed its support for the transaction and delegated to Santander Parent’s executive committee the decision to proceed with the proposed transaction and to determine the timing of its announcement and the final terms of the offer.

Following the July 21, 2026 board meeting, Santander Parent’s management, together with its advisors, finalized its evaluation of the proposed transaction, including the proposed exchange ratio, transaction structure, disclosure documentation and corporate and regulatory actions required in Brazil, Spain and the United States.

On July 29, 2026, representatives of Santander Parent, including Mr. de Mora and Mr. Illescas, and representatives of Santander Brasil, including Mr. Finkelsztain and Mr. Tomao, held a call to discuss the expected approval and announcement timeline for the potential transaction and, if approved by the relevant corporate bodies, the disclosure and announcement process to be followed thereafter in Spain, Brazil and the United States.

At a meeting held on July 30, 2026, members of Santander Parent’s senior management and representatives of Centerview presented to and discussed with Santander Parent’s executive committee the strategic rationale, structure and timeline of the potential concurrent exchange offers in Brazil and the United States to acquire the equity securities of Santander Brasil that Santander Parent did not directly or indirectly own in exchange for Santander Parent ordinary shares, highlighting that the proposed transaction was aligned with Santander Parent’s simplification strategy and its One Transformation and Global Businesses initiatives, the expected benefits of increasing Santander Parent’s ownership interest in Santander Brasil and the expected financial impact of the transaction. Following the discussion, the executive committee approved announcing voluntary and concurrent exchange offers in Brazil and the United States to acquire all the issued and outstanding Santander Brasil shares, Santander Brasil units and Santander Brasil ADSs, in each case other than any Santander Brasil shares, Santander Brasil units or Santander Brasil ADSs owned directly or indirectly by Santander Parent, at an exchange ratio reflecting a premium of approximately 15%, on the terms and subject to the conditions set forth in Santander Parent’s press release issued that day.

Later on July 30, 2026, representatives of Santander Parent, including Mr. de Mora and Mr. Illescas, and representatives of Santander Brasil, including Mr. Finkelsztain and Mr. Tomao, held a call during which the representatives of Santander Brasil were informed that the approval had been obtained and that a public

announcement would be made imminently, in order to coordinate the steps for public disclosure. Mr. Finkelsztain communicated to Gabriel Galípolo, president of the Central Bank of Brazil, and Otto Eduardo Fonseca de Albuquerque Lobo, president of the CVM, the exchange offers to be announced.

Subsequently on July 30, 2026, following the close of the Spanish, U.S. and Brazilian markets, and based on the closing market price of Santander Parent ordinary shares and Santander Brasil units, the exchange rate for Brazilian reais into euros, as well as the proposed premium of 15%, the exchange ratio was fixed at 0.2028 of a Santander Parent ordinary share for each Santander Brasil share and 0.4056 of a Santander Parent ordinary share for each Santander Brasil unit or Santander Brasil ADS. Santander Parent then publicly announced the exchange offer. Following the announcement, Santander Parent delivered a letter to Ms. Deborah Vieitas, the Chair of the Board of Directors of Santander Brasil, informing Santander Brasil of the approval of the exchange offer by Santander Parent’s executive committee and the terms thereof and enclosing a copy of the public announcement.

On September 12, 2026, Santander Parent engaged UBS BB Corretora de Câmbio, Títulos e Valores Mobiliários S.A. as the Appraiser to deliver a valuation report, called a “laudo”, pursuant to the requirements under Brazilian law (the Appraisal Report, as defined herein), which was delivered to Santander Parent on September 18, 2026.

Santander Parent is conducting the exchange offers to acquire all the issued and outstanding Santander Brasil shares, Santander Brasil units and Santander Brasil ADSs not owned directly or indirectly by Santander Parent. The summary of Santander Parent’s reasons for conducting the exchange offers and the other information presented in this section is not intended to be exhaustive, includes only the material reasons considered by Santander Parent, and are forward-looking statements and, therefore, should be read in light of the factors discussed under the “Cautionary Statement Regarding Forward-Looking Statements” section of this offer to exchange/prospectus beginning on page 19 and the risks and uncertainties discussed under the “Risk Factors” section of this offer to exchange/prospectus beginning on page 29.

The main reasons that Santander Parent considered for conducting the exchange offers are as follows:

The consensus estimates referred to above were published by Bloomberg as of July 9, 2026. Neither PricewaterhouseCoopers Auditores, S.L., Santander Parent’s independent registered public accounting firm, PricewaterhouseCoopers Auditores Independentes Ltda., Santander Brasil’s independent registered public accounting firm, nor any other independent accountants has audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to such estimates nor any other consensus estimates, and, accordingly, neither PricewaterhouseCoopers Auditores, S.L., PricewaterhouseCoopers Auditores Independentes Ltda. nor any other independent accountant expresses an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers Auditores, S.L. and PricewaterhouseCoopers Auditores Independentes Ltda. reports incorporated by reference in this document relate to Santander Parent’s and Santander Brasil’s previously issued financial statements, respectively. Such reports do not extend to the forward-looking information included in this document and should not be read to do so.

Santander Parent, a company organized under the laws of the Kingdom of Spain, is making separate offers, a U.S. exchange offer and a Brazilian exchange offer, to acquire all the outstanding Santander Brasil shares, Santander Brasil units and Santander Brasil ADSs that are not owned directly or indirectly by Santander Parent in exchange for 0.2028 newly issued Santander Parent ordinary shares, for each Santander Brasil share, and for 0.4056 newly issued Santander Parent ordinary shares, for each Santander Brasil unit or Santander Brasil ADS, subject to adjustment, as described herein. The U.S. exchange offer is being made pursuant to this offer to exchange/prospectus, which is being sent to all holders of Santander Brasil shares and Santander Brasil units that are U.S. holders and all holders of Santander Brasil ADSs wherever located. The Brazilian exchange offer is being made pursuant to offering documents that are being published in Brazil and made available to all holders of Santander Brasil shares and Santander Brasil units (the “Brazilian offering documents”).

As of August 31, 2026, Santander Parent owned, directly or indirectly, approximately 89.7% of Santander Brasil’s total share capital.

As of September 14, 2026, the aggregate number and percentage of Santander Brasil Securities beneficially owned by Santander Parent, by the directors and executive officers of Santander Parent and by the associates and majority-owned subsidiaries of such persons were as follows: 3,440,170,512 Santander Brasil common shares, representing 90.09% of the issued and outstanding Santander Brasil common shares, and 3,273,507,089 Santander Brasil preferred shares, representing 88.96% of the issued and outstanding Santander Brasil preferred shares. 1,306,099,834 of such Santander Brasil common shares and Santander Brasil preferred shares are represented by Santander Brasil units. In turn, 190,021,008 of those Santander Brasil units are represented by Santander Brasil ADSs.

Based on the information available as of September 14, 2026, the total number of Santander Brasil Securities that may be acquired in the exchange offers consists of 373,022,711 Santander Brasil common shares, representing 9.77% of the issued and outstanding Santander Brasil common shares, and 400,827,123 Santander Brasil preferred shares, representing 10.89% of the issued and outstanding Santander Brasil preferred shares. 330,633,458 of such Santander Brasil common shares and Santander Brasil preferred shares are represented by Santander Brasil units. In turn, 170,745,351 of those Santander Brasil units are represented by Santander Brasil ADSs.

Santander Brasil will provide Santander Parent with its shareholder list maintained by the Brazilian share registrar, the list of record holders of Santander Brasil ADSs maintained by the Santander Brasil ADS depositary and the security position listing of the DTC, as the book-entry transfer facility for Santander Brasil ADSs. This offer to exchange/prospectus, the accompanying letter of transmittal and other relevant materials (the “U.S. exchange offer materials”) will be mailed on behalf of Santander Parent to the registered holders of Santander Brasil ADSs and the record holders of Santander Brasil units and Santander Brasil shares that are U.S. holders and whose names and addresses appear on the shareholder lists provided by Santander Brasil. The U.S. exchange offer materials will also be furnished, for subsequent transmittal to the beneficial owners of Santander Brasil ADSs and Santander Brasil shares and Santander Brasil units that are U.S. holders, to the brokers, dealers, commercial banks, trust companies and similar nominees whose names, or the names of whose nominees, appear on the shareholder lists maintained by the Brazilian share registrar or, if applicable, who are listed as participants in the security position listing of the DTC. Santander Parent will reimburse brokers, dealers, commercial banks, trust companies and other nominees for customary handling and mailing expenses incurred by them in forwarding the U.S. exchange offer materials to their customers. Santander Parent will also arrange for the U.S. exchange offer materials to be mailed to any beneficial owner of Santander Brasil shares, Santander Brasil units or Santander Brasil ADSs that requests a copy of the U.S. exchange offer materials. If you hold or are the beneficial owner of Santander Brasil shares or Santander Brasil units but you are not a U.S. holder, you should consult the Brazilian offering documents.

The distribution of this offer to exchange/prospectus and the making of the exchange offers may, in some jurisdictions, be restricted by applicable law. The exchange offers are not being made, directly or indirectly, in or into, and may not be accepted from within, any jurisdiction in which the making of the exchange offers or the acceptance thereof would not be in compliance with the laws of that jurisdiction. Persons who come into possession of this offer to exchange/prospectus should inform themselves of and observe these restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Santander Parent does not assume any responsibility for any violation by any person of any of these restrictions.

Upon the terms and subject to the conditions of the exchange offers described below, Santander Parent is making the exchange offers to acquire all the issued and outstanding Santander Brasil shares, Santander Brasil units and Santander Brasil ADSs, other than those owned directly or indirectly by Santander Parent, pursuant to which they will receive 0.2028 of a Santander Parent ordinary share for each Santander Brasil share acquired and 0.4056 of a Santander Parent ordinary share for each Santander Brasil unit or Santander Brasil ADS acquired in the exchange offers, subject to adjustment, as described herein. Holders of Santander Brasil shares, Santander Brasil units and Santander Brasil ADSs who validly tender their Santander Brasil shares, Santander Brasil units and Santander Brasil ADSs into, and do not withdraw from, the U.S. exchange offer through the U.S. exchange agent will receive the relevant number of Santander Parent ordinary shares in the form of Santander Parent ADSs, while holders of Santander Brasil shares or Santander Brasil units who validly tender their Santander Brasil shares or Santander Brasil units into, and do not withdraw from, the Brazilian exchange offer through the Auction on the B3 will receive the relevant number of Santander Parent ordinary shares in the form of Santander Parent BDSs, as described herein.

For a comparison of the rights of holders of Santander Parent Securities and Santander Brasil Securities see the “Comparison of Rights of Holders of Santander Parent Securities and Santander Brasil Securities” section of this offer to exchange/prospectus beginning on page 109.

Based on a closing price per Santander Parent ordinary share on the Spanish Stock Exchanges of €12.67, an exchange rate of 5.1487 Brazilian reais per U.S.$1.00 and an exchange rate of €0.8666 per U.S.$1.00, in each case, as of September 15, 2026, the exchange ratio for the exchange offers represented:

If all Santander Brasil shares, Santander Brasil units and Santander Brasil ADSs, other than those owned directly or indirectly by Santander Parent at the time the exchange offers are launched, are validly tendered into, and not withdrawn from, the exchange offers and no Santander Brasil shares (including those represented by Santander Brasil ADSs) or Santander Parent ordinary shares (including those represented by Santander Parent ADSs or Santander Parent BDSs) are issued after the date of this offer to exchange/prospectus other than the Santander Parent ordinary shares to be issued pursuant to the exchange offers (which will be represented by Santander Parent ADSs and Santander Parent BDSs), 156,936,749 Santander Parent ordinary shares will be issued in connection with the exchange offers, and the number of outstanding Santander Parent ordinary shares (including those represented by Santander Parent ADSs and Santander Parent BDSs) will increase from 14,556,482,801 as of September 15, 2026 to 14,713,419,550. Based on the same assumptions, the 156,936,749 Santander Parent ordinary shares represented by

Santander Parent ADSs and Santander Parent BDSs to be issued to holders of Santander Brasil shares, Santander Brasil units and Santander Brasil ADSs in connection with the exchange offers will represent approximately 1.1% of the outstanding Santander Parent ordinary shares (including those represented by Santander Parent ADSs and Santander Parent BDSs) immediately after the completion of the exchange offers.

Assuming that all outstanding Santander Brasil shares, Santander Brasil units and Santander Brasil ADSs, other than those owned directly or indirectly by Santander Parent, are acquired in the exchange offers and the exchange offers are completed on the terms and conditions set forth in this offer to exchange/prospectus and the Brazilian offering documents, Santander Parent’s share capital would increase by approximately €78.5 million, or U.S. $90.5 million based on an exchange rate of 0.8666 euros per U.S.$1.00 as of September 15, 2026. This amount is calculated by multiplying 156,936,749, the assumed maximum number of Santander Parent ordinary shares issuable in connection with the exchange offers, by the nominal value of €0.50 per Santander Parent ordinary share.

Pursuant to Article 16 of CVM Resolution No. 215, as Santander Parent is the indirect controlling shareholder of Santander Brasil, Santander Parent is required to make available an appraisal report of Santander Brasil prepared by an independent appraiser. In addition, because the Brazilian offer is an exchange offer (OPA de permuta), Article 18, paragraph 1, of CVM Resolution 215 requires that an appraisal report also be presented in respect of Santander Parent, as the company whose securities are being delivered in exchange, containing the information required by Annex C to CVM Resolution 215. On September 12, 2026, Santander Parent engaged UBS BB Corretora de Câmbio, Títulos e Valores Mobiliários S.A., as the Appraiser. The Appraisal Report was delivered to Santander Parent on September 18, 2026. The Appraiser was engaged by Santander Parent to act as an independent contractor and not in any other capacity including as a fiduciary or agent, and any duties arising out of its engagement are owed solely to Santander Parent.

Under Article 17 of CVM Resolution 215, the appraisal report must be prepared by a legal entity duly organized and enrolled with the Brazilian taxpayers’ registry (CNPJ), with proven experience in the valuation of publicly held companies, and independent in relation to the exchange offers. Under Article 17, paragraph 1, of CVM Resolution 215, the independence of the appraiser is characterized by the absence of conflicts of interest in relation to the offer or to the offeror that could affect the appraiser’s impartiality, and must be assessed in light of the circumstances of the particular case pursuant to the terms provided for in CVM Resolution 215.

The Appraiser is an independent investment banking firm experienced in providing advice in connection with mergers and acquisitions and related transactions, which also specializes in business valuations and book value appraisal reports for mergers and acquisitions. Santander Parent selected the Appraiser to act as appraiser and deliver the Appraisal Report based on its qualifications, expertise and reputation.

The full content of the Appraisal Report, dated September 18, 2026, which presents the assumptions made, procedures followed, matters considered, conflicts’ clearance and the qualifications and limitations on the scope of review undertaken by the Appraiser in preparing the Appraisal Report, is included as Annex A hereto. The succinct description of the Appraisal Report set forth below is qualified in its entirety by reference to the full context of the Appraisal Report, which is included as Annex A hereto. You are urged to read the Appraisal Report in its entirety. The Appraisal Report, containing the assumptions and information used in the valuation, will also be made available to any interested party for inspection and copying at the addresses indicated in the Brazilian offering documents during regular business hours. The Appraisal Report and its conclusions are not recommendations by the Appraiser as to whether Santander Brasil shareholders should take any action in connection with the exchange offers. The Appraisal Report is not a fairness opinion as such is understood under U.S. law or a recommendation to shareholders relating to the exchange ratio to be offered to Santander Brasil shareholders. The report was prepared solely pursuant to Brazilian legal requirements relating to third-party independent valuation reports to be used in connection with exchange offers.

Under Article 2 of Annex C to CVM Resolution 215, the Appraisal Report must reflect the Appraiser’s opinion as to the valuation, or the range of reasonable valuation, of the object of the offer as of the date of the appraisal, and must consist of a substantiated analysis of value. Under Article 3 of Annex C to CVM Resolution 215, the Appraiser’s opinion is not to be understood as a recommendation as to the price of the offer, which must be determined by the offeror. Accordingly, the exchange ratio for the exchange offers was determined solely by Santander Parent and does not, in any circumstances, constitute a recommendation or reflect any recommendation or

conclusion of the Appraiser. For the avoidance of any misunderstanding, the Appraisal Report sets forth a range of reasonable valuation of Santander Brasil and Santander Parent as of the date specified and according to the Appraiser’s opinion expressed therein.

Under Article 13 of Annex C to CVM Resolution 215, the appraisal report must indicate the value (or the value range) of the company appraised according to each of the following criteria: (i) the volume-weighted average trading price of the shares of the company appraised in the organized securities market in which they are admitted to trading, broken down by type and class of share, (a) during the 12 months immediately prior to the publication of the material fact announcing the exchange offers and (b) between the date of disclosure of the material fact announcing the offer and the date of delivery of the appraisal report to the CVM; (ii) the book value of shareholders’ equity per share, as determined in the most recent periodic information (annual or quarterly) filed with the CVM; (iii) the economic value of the company appraised, including the value per share, calculated by at least one of the following methodologies: discounted cash flow, market multiples or comparable transaction multiples, as may be substantiated as most appropriate in order to appraise the company correctly; and (iv) any other valuation criterion selected by the appraiser that is generally accepted in the industry in which the company appraised operates, provided for in law or accepted by the CVM.

Under Article 14 of Annex C to CVM Resolution 215, the appraisal report must also present: (i) a description of the valuation criteria and comparison elements adopted, accompanied by an analysis of the applicability of each of the criteria referred to above; (ii) the date of preparation of the appraisal report, as of which the values determined are considered valid, unless otherwise indicated; (iii) the valuation criterion, among those set forth in the appraisal report, that is considered by the appraiser to be the most appropriate for the determination of the fair price or range of value; and (iv) where the valuation results in a range between a minimum and a maximum value, the justification for such range, which may not exceed 10% of the highest value in the range.

The information used in this analysis was based on the audited financial statements of Santander Brasil and Santander Parent and, additionally, on information available to the general public, including publicly available market data and analyst consensus forecasts as mentioned in the Appraisal Report and in accordance with Article 4 of Annex C to CVM Resolution No. 215.

According to the Appraisal Report, the Appraiser’s internal approval process with respect to the Appraisal Report consisted of several steps undertaken in accordance with the Appraiser’s customary procedures, as detailed in the Appraisal Report.

The Appraisal Report was rendered to Santander Parent solely to address the requirements of CVM Resolution 215, notably Article 16 and Article 18, paragraph 1, of CVM Resolution 215 in connection with the Brazilian exchange offer, and reflects the Appraiser’s opinion as to the range of reasonable value of each company appraised as of the date of the appraisal.

The Appraisal Report was prepared based on accounting practices adopted in Brazil, which comprise those included in the Brazilian Corporation Law and the CVM Resolution 215. The Appraisal Report indicates a value range for Santander Brasil units and Santander Parent ordinary shares using the economic value methodology. The Appraiser chose the trading comparables multiples methodology to estimate the economic value of the Santander Brasil units and the Santander Parent ordinary shares.

The Appraiser did not perform a valuation based on discounted cash flow or dividend discount methodologies. According to the Appraisal Report, such methodologies would involve a high degree of complexity given the need for a large number of operating and macroeconomic assumptions across multiple countries and jurisdictions, many of which are inherently subjective and may materially affect the valuation outcome. Furthermore, the valuation was conducted exclusively on the basis of publicly available information and did not rely on management projections or other non-public internal information, which are typically key inputs for the reliable application of discounted cash flow and dividend discount methodologies. In light of these limitations, and considering the existence of highly liquid trading markets and a robust set of comparable publicly traded companies for both Santander Brasil and Santander Parent, the Appraiser determined a valuation based on discounted cash flow or dividend discount methodologies would provide a less reliable basis for valuation in the circumstances and therefore did not use them in the Appraisal Report.

The Appraiser examined Santander Brasil’s and Santander Parent’s respective balance sheets according to the applicable accounting standards.

The issuance of an appraisal report involves executing selected procedures to obtain evidence regarding the amounts recorded. This relies on the Appraiser’s judgment, that may, at any time, be impaired by the risks of significant misstatement in equity or any other public documents analyzed by the Appraiser, whether caused by fraud or error.

The Appraiser’s work did not include an assessment of the adequacy of the accounting policies used and the reasonableness of the judgment of the accounting estimates made by Santander Brasil’s and Santander Parent’s respective management teams. In addition, the Appraiser’s work did not provide any opinion on the internal controls of Santander Brasil and Santander Parent.

The Appraiser has not assumed responsibility for independent verification of, and has not independently verified, any information, whether publicly available or furnished to it, concerning Santander Brasil or Santander Parent, including, without limitation, any financial information, forecasts or projections considered in connection with the preparation of its Appraisal Report. The Appraiser made no representation, warranty, or undertaking, either express or implied, as to the accuracy, completeness, reliability, or sufficiency of the information contained in the Appraisal Report or as to the reasonableness of any assumption contained therein. Accordingly, for purposes of its Appraisal Report, Santander Parent entitled the Appraiser to rely and the Appraiser relied upon the accuracy and completeness of all such information, including that, as of the date of the Appraisal Report, with respect to Santander Parent, no material developments have occurred that, and with respect to Santander Brasil, to the best of Santander Parent’s knowledge, after due inquiry, no developments have occurred that would reasonably be expected to affect the information used by the Appraiser or otherwise related to the exchange offers or to the preparation of the Appraisal Report. The Appraiser has not conducted a physical inspection of any of the properties or assets, and has not prepared or obtained any independent evaluation or appraisal of any of the assets or liabilities, of Santander Brasil or Santander Parent.

The following is a summary of the material analysis performed by the Appraiser in connection with the Appraisal Report. The following summary is not a complete description of the analysis performed and factors considered by the Appraiser in connection with the Appraisal Report. Assessing any portion of such analysis and of the factors reviewed, without considering all of the analysis and factors, could create a misleading or incomplete view of the process underlying the Appraisal Report and is strongly discouraged.

The Appraiser performed a public trading comparables analysis of Santander Brasil and Santander Parent, which, in its view, is a reasonable valuation methodology in the context of preparing an appraisal report for purposes

of an exchange offer in Brazil. This analysis consisted of selecting a group of publicly traded companies deemed relevant for comparison purposes and analyzing their trading Price-to-Earnings (“P/E”) multiples.

The comparable companies selected for Santander Brasil were Itaú, Bradesco, and Banco do Brasil. The comparable companies selected for Santander Parent were HSBC, BBVA, Unicredit, Intesa Sanpaolo, Caixabank, ING, Lloyds, Natwest, and Nordea. The P/E multiples were calculated by dividing each comparable company’s equity market value, based on the volume-weighted average price (“VWAP”) of its publicly traded shares over the 30 days preceding September 17, 2026, by its estimated adjusted net income from equity research analyst consensus forecasts as mentioned in the Appraisal Report. The Appraiser then applied an appropriate range of such P/E multiples to Santander Brasil’s and Santander Parent’s respective adjusted net income, based on market consensus forecasts as mentioned in the Appraisal Report, in order to derive an implied range of equity values for Santander Brasil and Santander Parent as mentioned in the Appraisal Report.The economic value mid-points for Santander Brasil and Santander Parent were based on the average of the implied equity values for 2026, 2027 and 2028, and a range of +/- 4.75% was applied to the mid-point to determine the valuation range.

As of the date specified in the Appraisal Report and subject to the conditions and assumptions set forth therein, the Appraisal Report indicated an amount in the range of R$24.14 to R$26.55 as the reasonable one to be considered as the independent valuation assessment of the economic value of Santander Brasil units based on the price-to-earnings (P/E) trading multiple methodology, which was the selected methodology of the Appraisal Report.

As of the date specified in the Appraisal Report and subject to the conditions and assumptions set forth therein, the Appraisal Report indicated an amount in the range of €12.62 to €13.88 as the reasonable one to be considered as the independent valuation assessment of the economic value of Santander Parent ordinary shares based on the price-to-earnings (P/E) trading multiple methodology, which was the selected methodology of the Appraisal Report.

The Appraisal Report did not constitute a judgment, opinion, proposal, request, suggestion or recommendation to management or Santander Parent’s or Santander Brasil’s shareholders, or to any third party, as to the fairness, the convenience or opportunity of, or as informing a decision to participate or decline to tender their securities in, the exchange offers. Santander Parent’s and Santander Brasil’s shareholders should perform their own analyses in deciding whether to tender their securities in the exchange offers, and should consult their own financial, tax and legal advisors, to form their own, independent opinions as to the exchange offers. The Appraiser did not express any view on, and the Appraisal Report did not address any term or aspect of the exchange offers. The Appraisal Report did not in any manner address the prices at which the equity securities of Santander Parent or Santander Brasil would trade at any time, and the Appraiser expressed no opinion or recommendation as to whether the holders of such equity should tender their securities in the exchange offers or take any other actions in connection with the exchange offers.

The Appraisal Report is not a fairness opinion and the Appraiser will not provide any opinion regarding the fairness, the convenience and opportunity from a financial or economic point of view, of the consideration being offered by Santander Parent in the exchange offers. The Appraiser also assumed in the Appraisal Report that any and all material governmental, regulatory or other approvals and consents required in connection with the consummation of the exchange offers will be obtained and that in connection with obtaining any necessary governmental, regulatory or other approvals and consents, or any amendments, modifications or waivers to any agreements, instruments or orders to which Santander Brasil or Santander Parent is a party or is subject or by which it is bound, no limitations, restrictions, or conditions will be imposed or amendments, modifications or waivers made that would have a material adverse effect on Santander Brasil or Santander Parent or materially reduce the contemplated benefits of the exchange offers to Santander Brasil or Santander Parent or the holders of their securities.

The Appraiser assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available and that formed a substantial basis for the Appraisal Report. The Appraisal Report was necessarily based on financial, economic, market and other conditions as in effect on, and the information used by the Appraiser as of the date of its Appraisal Report (unless an earlier date is otherwise indicated therein).

Events occurring after the date of the Appraisal Report may affect the Appraisal Report and the assumptions used in preparing it, and the Appraiser did not assume any obligation to update, revise, or reaffirm its Appraisal

Report, subject to any update obligations that may be applicable under CVM Resolution 215 or other applicable Brazilian requirements. The Appraisal Report was limited to the presentation of the valuation methodologies used to reach the conclusion set forth therein as of the date specified in the Appraisal Report and subject to the conditions and assumptions set forth therein. The Appraiser was retained following the announcement date to provide only a written appraisal report in connection with the exchange offers. As a result, the Appraiser was not involved in structuring, planning or negotiating the exchange consideration or any terms of the exchange offers or otherwise acting as a financial advisor to Santander Parent or Santander Brasil in connection therewith. In preparing its Appraisal Report, the Appraiser was not authorized to solicit, and did not solicit, interest from any party with respect to an acquisition, business combination or other extraordinary transaction, involving Santander Parent or Santander Brasil.

In connection with the preparation of the Appraisal Report, the Appraiser conducted a limited analysis of publicly available information of Santander Parent and Santander Brasil and considered a variety of factors and assumptions. The preparation of an appraisal report is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its conclusion, the Appraiser considered the results of its analysis as a whole and did not attribute any particular weight to any portion of its analysis, assumptions or factors. Selecting any portion of the Appraiser’s analysis, without considering the analysis as a whole, would create an incomplete view of the process underlying its analysis and conclusion. In addition, the Appraiser may have given various portions of its analysis and factors more or less weight than other portions of its analysis and factors, and may have deemed various assumptions more or less probable than other assumptions. In performing its analysis, the Appraiser made numerous judgments and assumptions, including with regard to the absence of any material adverse change in the financial condition and prospects of Santander Parent or Santander Brasil and other matters.

Under the terms of its engagement letter, the Appraiser provided to Santander Parent the written Appraisal Report described herein and included as Annex A hereto, and Santander Parent has agreed to pay the Appraiser a fixed fee in Brazilian reais equivalent to €1.5 million for preparing the Appraisal Report, due and payable 45 business days following delivery of the Appraisal Report and not contingent on the success of the exchange offers. Santander Parent has also agreed to reimburse the Appraiser for certain reasonable, actual and documented expenses incurred in connection with its engagement. In addition, Santander Parent has agreed to indemnify the Appraiser and its affiliates, their respective officers, directors, employees, affiliates, advisors, agents or representatives and controlling persons against certain direct losses, damages, costs and/or expenses.

As of the date of the Appraisal Report, the Appraiser held no Santander Brasil securities or securities issued by Santander Parent, or any derivative instruments referenced to such securities, whether for its own account or under discretionary management. UBS Group AG (which indirectly controls the Appraiser through its ownership of 50.01% of the Appraiser's share capital), through investment funds discretionarily managed by it or by specific vehicles under UBS Group AG common control, held 192,155,469 shares of Santander Parent as of the date of this Appraisal Report. One member of the Appraiser’s team involved in the preparation of the Appraisal Report currently holds certain stock options in Santander Parent and certain unvested shares of Santander Brasil, which were granted in connection with his prior employment with Santander Brasil. The Appraiser understands that such individual’s equity interest in Santander Parent and Santander Brasil will not result in any action capable of altering the results of the exchange offers and the exercise of any rights in connection with the exchange offers that is not in compliance with the Appraiser’s trading of securities policy. In addition, the Appraiser understands that such interests do not impair, and are not deemed to impair, the independence of the Appraiser in any respect, particularly in light of the comprehensive approval, review, and oversight procedures applicable to the preparation of the Appraisal Report. UBS BB and/or UBS Group AG may, from time to time, acquire such securities in the open market at market prices and on market terms, provided that they have neither acquired, during the last 24 months, nor intend to acquire, securities representing more than 5% of Santander Brasil's or Santander Parent’s capital stock. During the 24 months preceding the date hereof, UBS BB has not received any compensation from Santander Brasil or Santander Parent for the provision of consulting, valuation, auditing, or similar services. In addition, other than the compensation payable in connection with the preparation of the Appraisal Report, UBS BB is not entitled to receive from Santander Brasil or Santander Parent any amounts in connection with the provision of consulting, valuation, auditing, or similar services. Notwithstanding the foregoing, UBS Group AG received aggregate compensation of US$1.9 million from Santander Parent during the 24 months preceding the date hereof in connection with the provision of consulting, valuation, auditing, and/or similar services. Furthermore, UBS Group AG is entitled to

receive from Santander Brasil and/or Santander Parent approximately US$2.5 million in connection with the provision of consulting, valuation, auditing, or similar services, that have no connection with the events that triggered the services performed in the context of the Appraisal Report.

If Santander Brasil makes any distribution of dividends, interest on equity (juros sobre capital próprio), or any other type of distribution to its shareholders (regardless of whether it is an ordinary, extraordinary, interim or complementary distribution) that is an Eligible Distribution, the exchange ratio offered as consideration in the exchange offers will be adjusted downwards to reflect the gross amount of the distribution per Santander Brasil security (on a per-common-share, per-preferred-share, per-unit or per-ADS basis, as applicable), as described herein. Similarly, if Santander Parent makes any distribution of dividends or any other type of distribution to its shareholders that is an Eligible Distribution, the exchange ratio will be adjusted upwards to reflect the gross amount of the distribution per Santander Parent ordinary share or fraction thereof, as described herein.

If either Santander Brasil or Santander Parent, or both, make one or more Eligible Distributions, the new exchange ratio per Santander Brasil security, as applicable, will be the result of dividing the Santander Brasil Reference Price by the Santander Parent Reference Price (each as defined herein), with the resulting amount rounded to four decimal places (with 0.00005 being rounded upwards).

An “Eligible Distribution” means:

As a result of the foregoing adjustments, following an Eligible Distribution by Santander Brasil, the new exchange ratio for a Santander Brasil common share may differ from the new exchange ratio for a Santander Brasil preferred share, in each case to reflect the gross amount of the Eligible Distribution per Santander Brasil common share or Santander Brasil preferred share, as applicable, as described above.

This mechanism is designed to ensure that the relative economics of the exchange are preserved regardless of which party makes Eligible Distributions. In addition, the exchange ratio will be adjusted for stock splits, reverse stock splits, bonus share issues (bonificações) and other analogous corporate actions by either Santander Parent or Santander Brasil, in each case in a manner designed to preserve the relative economic position of the tendering holders and Santander Parent. Share buybacks conducted by either Santander Parent or Santander Brasil will not result in an adjustment to the exchange ratio.

The initial period of the exchange offers will commence on [—] (the “commencement date”). The Brazilian exchange offer will expire at [—] Eastern time ([—] São Paulo time) on the expiration date and withdrawal rights for tenders of Santander Brasil shares and Santander Brasil units into the Brazilian exchange offer through the Auction on the B3 will expire at [—] Eastern time ([—] São Paulo time) on the expiration date. The U.S. exchange offer and withdrawal rights for tenders of Santander Brasil ADSs, Santander Brasil units and Santander Brasil shares into the U.S. exchange offer through the U.S. exchange agent will expire at the expiration time. The Auction will be held on the expiration date, and settlement of the Brazilian exchange offer will occur two (2) Brazilian business days after the Auction.

The term “expiration date” as used in this offer to exchange/prospectus means the date on which the exchange offers will expire, which is currently [—], unless the period of time for which the exchange offers are open is extended, in which case the term “expiration date” means the latest time and date on which the exchange offers, as so extended, expire. For a discussion of how the expiration date may be extended, see the “—Extension, Termination and Amendment” section of this offer to exchange/prospectus below.

To the extent permitted by applicable rules and regulations of the CVM and the SEC, if one or more of the exchange offer conditions described in this section below under the heading “—Conditions to Completion of the Exchange Offers” is not fulfilled prior to the expiration date, Santander Parent reserves the right, from time to time, to extend the period of time during which the exchange offers are open until all of the exchange offer conditions have been satisfied or waived. In such event, Santander Parent will send written notice to the U.S. exchange agent. Santander Parent can give you no assurance that it will exercise its right to extend the exchange offers. If Santander Parent extends the period of time during which the exchange offers are open, the exchange offers will expire at the latest time and date to which Santander Parent extends the exchange offers. During any such extension, all Santander Brasil shares, Santander Brasil units and Santander Brasil ADSs validly tendered into, and not withdrawn from, the exchange offers prior to that date will remain subject to the exchange offers, subject to your right to withdraw your Santander Brasil shares, Santander Brasil units or Santander Brasil ADSs. You should read the discussion in this section below under “—Withdrawal Rights” for more information about your ability to withdraw tendered shares.

To the extent permitted by applicable rules and regulations of the CVM and the SEC, Santander Parent also reserves the right at any time or from time to time:

Santander Parent will follow any extension, termination, amendment or delay of the exchange offers, as promptly as practicable, with a public announcement. In the case of an extension of the exchange offers, the related announcement will be issued no later than 9:00 a.m. Eastern time on the first business day after the expiration date. Subject to applicable law (including Brazilian exchange offer regulations and Rule 14d-4(d)(1) under the Exchange Act, which requires that any material change in the information published, sent or given to shareholders in connection with the U.S. exchange offer be promptly disseminated to security holders in a manner reasonably designed to inform security holders of that change) and without limiting the manner in which Santander Parent may choose to make any public announcement, Santander Parent does not assume any obligation to publish, advertise or otherwise communicate any public announcement of this type, as explained below, other than by issuing a press release. In addition, Santander Parent will post notice of any such extension on Santander Parent’s website at www.santander.com. The information on such website is not a part of this offer to exchange/prospectus and is not incorporated by reference herein.

Santander Parent will extend the exchange offers, to the extent required by the U.S. federal securities laws (including Rule 14e-1 under the Exchange Act) and permitted under applicable Brazilian law and regulations, if Santander Parent:

If Santander Parent changes the percentage of Santander Brasil shares, Santander Brasil units and Santander Brasil ADSs sought in the U.S. exchange offer within 10 business days prior to the then scheduled expiration date, the U.S. exchange offer will be extended so that it will expire no less than 10 business days after the change is first published, sent or given to holders of Santander Brasil shares, Santander Brasil units and Santander Brasil ADSs in order to allow adequate dissemination and investor response to the change. If Santander Parent makes any other change to the terms of the U.S. exchange offer within 10 calendar days prior to the then scheduled expiration date, the U.S. exchange offer will be extended so that it will expire no less than 10 calendar days after the change is first published, sent or given to holders of Santander Brasil shares, Santander Brasil units and Santander Brasil ADSs in order to allow adequate dissemination and investor response. If Santander Parent waives any condition to the U.S. exchange offer, the U.S. exchange offer will be extended for 10 calendar days in order to allow adequate dissemination and investor response to the change.

For purposes of the exchange offers, a “business day” means any day, other than a Saturday, Sunday or federal holiday, and shall consist of the time period from 12:01 a.m. through 12:00 (midnight) Eastern time. For purposes of the Brazilian exchange offer, “Brazilian business days” means any day, other than a Saturday or Sunday, on which commercial banks are open in the city of São Paulo, state of São Paulo, Brazil, and “Spanish and Brazilian business days” means any day, other than a Saturday or Sunday, on which commercial banks are open in the cities of São Paulo, Brazil, and Madrid and Santander, Spain.

Santander Parent will not accept for exchange or exchange any Santander Brasil shares, Santander Brasil units or Santander Brasil ADSs validly tendered into, and not withdrawn from, the exchange offers unless the conditions described below are satisfied or waived (to the extent waivable) by Santander Parent. We refer to these conditions in this offer to exchange/prospectus collectively as the “exchange offer conditions.”

The foregoing conditions are for the sole benefit of Santander Parent and may be asserted by Santander Parent regardless of the circumstances (including any action or inaction by Santander Parent) giving rise to any such conditions or may be waived by Santander Parent in whole or in part at any time and from time to time in Santander Parent’s or their sole discretion. The determination as to whether any condition has occurred shall be in Santander Parent’s sole judgment, and will be final and binding. The failure by Santander Parent at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time prior to the expiration time.

The steps you must follow in order to validly tender into the exchange offers, and the time and expense of tendering, differ according to whether you hold Santander Brasil shares, Santander Brasil units or Santander Brasil

ADSs and whether you hold your shares directly or through a broker, dealer, commercial bank, trust company or other nominee. If you hold Santander Brasil shares or Santander Brasil units, you will need to choose among the three different ways you may tender your Santander Brasil shares or Santander Brasil units.

If you hold Santander Brasil ADSs and would like to tender them into the exchange offers, you should follow the procedures described in this section below under “—Holders of Santander Brasil ADSs”. Santander Parent has retained The Bank of New York Mellon to act as the U.S. exchange agent in connection with the U.S. exchange offer. All tenders of Santander Brasil ADSs into the U.S. exchange offer must be made through the U.S. exchange agent, who will receive and hold tendered and not properly withdrawn Santander Brasil ADSs for exchange for the benefit of Santander Parent and, if the U.S. exchange offer is completed, will exchange such Santander Brasil ADSs for Santander Parent ADSs. Santander Brasil ADSs may not be tendered into the Brazilian exchange offer through the Auction to be held on the B3. While you could withdraw the Santander Brasil units represented by your Santander Brasil ADSs and tender those Santander Brasil units into the U.S. exchange offer through the U.S. exchange agent or into the Brazilian exchange offer through the Auction, it may not be in your best interests to do so because:

If you hold Santander Brasil shares or Santander Brasil units, there are three possible ways to tender them into the exchange offers:

In deciding which method you should use to tender your Santander Brasil shares or Santander Brasil units into the exchange offers, you should consider, among other things, the following:

If you hold Santander Brasil shares or Santander Brasil units and would like to tender them into the U.S. exchange offer through the U.S. exchange agent, you should follow the procedures described in this section below under “—Holders of Santander Brasil Shares and Santander Brasil Units—Tender of Santander Brasil Shares and Santander Brasil Units through the U.S. Exchange Agent.”

If you hold Santander Brasil units and would like to deposit them in the Santander Brasil ADR program, receive Santander Brasil ADSs representing your deposited Santander Brasil units and tender those Santander Brasil ADSs into the U.S. exchange offer through the U.S. exchange agent, you should deposit your Santander Brasil units in the Santander Brasil ADR program and tender the Santander Brasil ADSs representing your deposited Santander Brasil units by following the procedures described in this section below under “—Holders of Santander Brasil ADSs—Tender of Santander Brasil ADSs through the U.S. Exchange Agent” (provided that, if you hold Santander Brasil shares, will need to first convert your Santander Brasil shares into Santander Brasil units as described in the section “—Conversion of Santander Brasil shares into Santander Brasil units” of this offer to exchange/prospectus).

If you hold Santander Brasil shares or Santander Brasil units and you would like to tender them into the Brazilian exchange offer through the Auction on the B3, you should follow the procedures described in this section below under “—Holders of Santander Brasil Shares and Santander Brasil Units—Tenders of Santander Brasil Shares and Santander Brasil Units into the Brazilian exchange offer through the Auction” and in the Edital that is being published in Brazil and made available to all holders of Santander Brasil shares and Santander Brasil units.

For more information on the Brazilian and U.S. tax consequences of the various methods of tendering your Santander Brasil ADSs, Santander Brasil units or Santander Brasil shares, see the “Tax Consequences” section below beginning on page 72.

You must follow the procedures described below in a timely manner in order to tender your Santander Brasil shares, Santander Brasil units and/or Santander Brasil ADSs into the exchange offers.

THE METHOD OF DELIVERY OF SANTANDER BRASIL SHARES, SANTANDER BRASIL UNITS OR SANTANDER BRASIL ADSs, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS (INCLUDING DOCUMENTS REQUIRED PURSUANT TO THE PROCEDURES OF THE BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE THROUGH WHICH YOU MAY HOLD YOUR SANTANDER BRASIL SHARES, SANTANDER BRASIL UNITS OR SANTANDER BRASIL ADSs) IS AT YOUR ELECTION AND RISK. SANTANDER BRASIL SHARES, SANTANDER BRASIL UNITS AND SANTANDER BRASIL ADSs TO BE TENDERED IN THE U.S. EXCHANGE OFFER THROUGH THE U.S. EXCHANGE AGENT WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE U.S. EXCHANGE AGENT (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF DELIVERY IS BY MAIL, SANTANDER PARENT RECOMMENDS THAT YOU USE PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. PLEASE DO NOT SEND ANY SANTANDER BRASIL SHARES, SANTANDER BRASIL UNITS OR SANTANDER BRASIL ADSs, LETTERS OF TRANSMITTAL OR OTHER DOCUMENTS TO SANTANDER PARENT DIRECTLY.

ALL HOLDERS WISHING TO TENDER THEIR SANTANDER BRASIL SHARES, SANTANDER BRASIL UNITS OR SANTANDER BRASIL ADSs MUST ALLOW SUFFICIENT TIME FOR THE COMPLETION OF ALL REQUIRED STEPS DESCRIBED IN THIS OFFER TO EXCHANGE/PROSPECTUS BEFORE THE EXPIRATION TIME.

If you hold Santander Brasil ADSs and would like to tender them into the U.S. exchange offer, you must tender them to the U.S. exchange agent prior to [—] Eastern time ([—] São Paulo time) (the expiration time) on the expiration date. The expiration date is currently [—]. In order to tender your Santander Brasil ADSs, you must take the following actions:

Except as otherwise provided below, all signatures on the enclosed letter of transmittal must be guaranteed by a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in good standing in the Securities Transfer Agents Medallion Program, the NYSE Medallion Signature Program or the Stock Exchanges Medallion Program, or is otherwise an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act) (which we refer to collectively as “eligible institutions”). Signatures on the letter of transmittal need not be guaranteed (1) if the letter of transmittal is signed by the registered holder of the Santander Brasil ADSs to be tendered and the holder has not completed either Box 2: “Special Issuance Instructions” or Box 3: “Special Delivery Instructions” on the letter of transmittal, (2) if the Santander Brasil ADSs to be tendered are held for the account of an eligible institution or (3) if you are tendering Santander Brasil shares or Santander Brasil units.

The method of delivery of letters of transmittal, Santander Brasil ADRs and any other required documents is at your sole option and risk. Letters of transmittal, Santander Brasil ADRs and any other required documents will be deemed delivered only when actually received by the U.S. exchange agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery by the expiration time.

No alternative, conditional or contingent tenders of Santander Brasil ADSs will be accepted, and no fractional Santander Brasil ADSs will be delivered. By executing the letter of transmittal, you waive any right to receive any notice of the acceptance of your Santander Brasil ADSs for exchange.

The U.S. exchange agent will receive and hold all validly tendered Santander Brasil ADSs for the benefit of Santander Parent and will certify to Santander Parent on the expiration date the total number of Santander Brasil

units represented by Santander Brasil ADSs that have been validly tendered through the U.S. exchange agent into, and not withdrawn from, the U.S. exchange offer as of the expiration time. If all of the exchange offer conditions have been satisfied or waived by Santander Parent, then the Santander Brasil ADSs will be accepted for exchange in the U.S. exchange offer at the expiration time. After the Santander Parent ordinary shares are issued, Santander Parent will deposit the Santander Parent ordinary shares issuable in respect of the Santander Brasil ADSs accepted for exchange in the U.S. exchange offer with the custodian of the Santander Parent ADS depositary, and the Santander Parent ADS depositary will then issue to the U.S. exchange agent Santander Parent ADSs representing such Santander Parent ordinary shares.

All properly completed and duly executed letters of transmittal, Santander Brasil ADRs and any other required documents or, in the case of a book-entry transfer, all agent’s messages, delivered to the U.S. exchange agent by you or on your behalf will be deemed, without any further action by the U.S. exchange agent, to constitute acceptance by you of the U.S. exchange offer with respect to your Santander Brasil ADSs tendered in the U.S. exchange offer upon the terms and subject to the conditions set forth in this offer to exchange/prospectus and the accompanying letter of transmittal.

If your Santander Brasil ADSs are not accepted for exchange for any reason, the Santander Brasil ADRs evidencing your Santander Brasil ADSs or your Santander Brasil ADSs in book-entry form will be sent back to you promptly after the expiration or termination of the U.S. exchange offer or your proper withdrawal of the Santander Brasil ADSs from the U.S. exchange offer, as applicable. In the case of Santander Brasil ADSs in book-entry form, such return will be effected by crediting such Santander Brasil ADSs to the account at DTC from which they were transferred.

Santander Brasil ADSs in respect of which a tender has been made will be held in an account controlled by the U.S. exchange agent, and consequently you will not be able to sell, assign, transfer or otherwise dispose of such securities until such time as (i) you withdraw your Santander Brasil ADSs from the U.S. exchange offer, (ii) your Santander Brasil ADSs have been exchanged for Santander Parent ADSs (in which case you will only be able to sell, assign, transfer or otherwise dispose of the Santander Parent ADSs received in respect of your Santander Brasil ADSs), or (iii) your Santander Brasil ADSs have been returned to you if the U.S. exchange offer expires or is terminated or because they were not accepted for exchange.

If you hold Santander Brasil ADSs and you want to tender the Santander Brasil units represented by those Santander Brasil ADSs into the exchange offers using one of the methods described in this section below under “—Holders of Santander Brasil Shares and Santander Brasil Units”, you or the broker or other securities intermediary through which you hold the Santander Brasil ADSs must first withdraw the Santander Brasil units represented by your Santander Brasil ADSs by:

Before surrendering your Santander Brasil ADSs to the Santander Brasil ADS depositary for withdrawal and receiving the Santander Brasil units represented by your Santander Brasil ADSs, you must register the Santander Brasil units to be withdrawn at the Central Depositary and you will need to register your investment in Brazil. If you intend to tender your Santander Brasil shares or Santander Brasil units into the Brazilian exchange offer through the Auction on the B3, you will need to obtain a foreign registration under Joint Central Bank of Brazil/CVM Resolution 13, appoint a Brazilian representative for purposes of such registration and make arrangements for that representative to tender your Santander Brasil shares or Santander Brasil units on your behalf. This registration process may take between 15 and 30 days to complete. The process for withdrawing the Santander Brasil units underlying your Santander Brasil ADSs typically takes approximately 24 hours to complete. If you intend to tender your Santander Brasil units through the U.S. exchange agent, you will need to obtain a registration as a Foreign Direct Investment outside the financial and capital markets under Law 14,286 and Central Bank Resolution 278. You will need to take these steps sufficiently in advance of [—] Eastern time ([—] São Paulo time) on the expiration date to be able to effect your tender if you intend to tender your Santander Brasil units in the Auction on the B3, or [—] Eastern time ([—] São Paulo time) if you intend to tender your Santander Brasil units through the U.S. exchange

agent. You will need to take these steps sufficiently in advance of [—] Eastern time ([—] São Paulo time) on the expiration date to be able to effect your tender. For more information about this registration process, see “The Exchange Offers—Certain Legal and Regulatory Matters—Registering Under Joint Central Bank/CVM Resolution 13 and Central Bank Resolution 278” section of this offer to exchange/prospectus beginning on page 86.

There are potential disadvantages to withdrawing the Santander Brasil units represented by your Santander Brasil ADSs and tendering those Santander Brasil units in the exchange offers which are described in this section above under “—Procedure for Tendering.”

If you are a U.S. holder and you hold Santander Brasil shares or Santander Brasil units directly and you would like to tender them into the U.S. exchange offer through the U.S. exchange agent, you must first convert your investment in your Santander Brasil shares or Santander Brasil units in Brazil from an investment under Joint Central Bank/CVM Resolution 13 to a Foreign Direct Investment. This registration process may take approximately seven (7) Brazilian business days to complete.

In order to convert your investment under Joint Central Bank/CVM Resolution 13 into a Foreign Direct Investment, you will need to take the following steps:

You may have to pay capital gains tax in connection with this transaction and your Joint Central Bank/CVM Resolution 13 legal representative may withhold such taxes. You should consult your Joint Central Bank/CVM Resolution 13 legal representative to confirm if capital gains tax will be assessed in this transaction.

Once your investment in your Santander Brasil shares or Santander Brasil units has been effectively converted to a Foreign Direct Investment, you can tender your Santander Brasil shares or Santander Brasil units into the U.S. exchange offer through the U.S. exchange agent in sufficient time to permit the U.S. exchange agent’s Brazilian custodian to confirm the delivery and report to the U.S. exchange agent that the shares or units have been credited to the U.S. exchange agent’s account, all prior to the expiration time (which is [—] Eastern time ([—] São Paulo time) on the expiration date) by completing and signing the enclosed letter of transmittal and returning it together with:

If the OTA is executed within Brazil, the signatures of the signing parties must be notarized by a notary public licensed in Brazil. If the OTA is executed outside Brazil, the signatures of the signing parties must be notarized by a notary public licensed under the laws of the jurisdiction in which the OTA is executed and the signature of such notary public must be authenticated by a consular official of Brazil with competent jurisdiction. The OTA is required under Brazilian law to be executed in Portuguese. Therefore, the OTA has been prepared in Portuguese and a certified English translation is being provided for your reference.

While you may withdraw any Santander Brasil shares or Santander Brasil units you tender into the U.S. exchange offer through the U.S. exchange agent prior to the expiration time by providing a written notice of withdrawal to the U.S. exchange agent, by signing the OTA you will irrevocably authorize the Brazilian share registrar to impose a stop transfer order on all of the Santander Brasil shares or Santander Brasil units you tender into the U.S. exchange offer through the U.S. exchange agent, which will prevent you from being able to transfer such shares or units from the date you sign the OTA until the date the U.S. exchange offer is completed or terminated.

The U.S. exchange agent will receive and hold all tendered Santander Brasil shares or Santander Brasil units for the benefit of Santander Parent and will certify to Santander Parent on the expiration date the total number of Santander Brasil shares or Santander Brasil units that have been validly tendered into and not withdrawn from the U.S. exchange offer through the U.S. exchange agent as of the expiration time. If all of the exchange offer conditions have been satisfied or waived by Santander Parent, at the expiration time the Santander Brasil shares or Santander Brasil units will be accepted for exchange in the U.S. exchange offer. After the Santander Parent ordinary shares are issued, Santander Parent will deposit the Santander Parent ordinary shares issuable in respect of the Santander Brasil shares or Santander Brasil units accepted for exchange in the U.S. exchange offer with the custodian of the Santander Parent ADS depositary, and the Santander Parent ADS depositary will then issue to the U.S. exchange agent Santander Parent ADSs representing such Santander Parent ordinary shares.

If you are a U.S. holder and hold your Santander Brasil shares or Santander Brasil units indirectly through a broker, dealer, commercial bank, trust company or other nominee, and you would like to tender them into the U.S. exchange offer through the U.S. exchange agent, you should instruct your broker, dealer, commercial bank, trust company or other nominee to arrange for your investment in your Santander Brasil shares or Santander Brasil units to be converted in Brazil from an investment under Joint Central Bank/CVM Resolution 13 to a Foreign Direct Investment and thereafter to tender your Santander Brasil shares or Santander Brasil units on your behalf into the U.S. exchange offer through the U.S. exchange agent using the procedures described above. You must ensure that your broker, dealer, commercial bank, trust company or other nominee receives your instructions and any required documentation sufficiently in advance of the expiration time so that it can effect such tender on your behalf prior to the expiration time and pay any fees or commissions charged by such broker, dealer, commercial bank, trust company or other nominee to make such tender.

If you or your nominee holds Santander Brasil units directly in your own name and you would like to tender Santander Brasil ADSs representing those units into the U.S. exchange offer through the U.S. exchange agent, you must first deposit your Santander Brasil units with the custodian of the Santander Brasil ADS depositary for the Santander Brasil ADR program and pay issuance fees to the Santander Brasil ADS depositary and any applicable taxes or other governmental charges payable in connection with such deposit. The Santander Brasil ADSs representing your Santander Brasil units will be delivered to you or your securities account with your broker or other securities intermediary and may be tendered through the U.S. exchange agent using the procedures described above under “—Holders of Santander Brasil ADSs—Tender of Santander Brasil ADSs through the U.S. Exchange Agent.”

If you or your nominee holds Santander Brasil shares directly in your own name and you would like to tender Santander Brasil ADSs representing those shares into the U.S. exchange offer through the U.S. exchange agent, you will need to first convert your Santander Brasil shares into Santander Brasil units as described in the section “The Exchange Offers—Conversion of Santander Brasil shares into Santander Brasil units” of this offer to exchange/prospectus and then take the actions described in the preceding sentences.

You will need to take these steps sufficiently in advance of the expiration time so that the Santander Brasil ADSs representing your Santander Brasil units may be tendered into the U.S. exchange offer through the U.S. exchange agent.

If you hold Santander Brasil units indirectly through a broker, dealer, commercial bank, trust company or other nominee and you would like to tender Santander Brasil ADSs representing those units into the U.S. exchange offer through the U.S. exchange agent, you must instruct your broker, dealer, commercial bank, trust company or other nominee to arrange for your Santander Brasil units to be deposited with the custodian of the Santander Brasil ADS depositary for the Santander Brasil ADR program and thereafter to tender the Santander Brasil ADSs representing your Santander Brasil units on your behalf into the U.S. exchange offer through the U.S. exchange agent using the procedures described above under “—Holders of Santander Brasil ADSs—Tender of Santander Brasil ADSs through the U.S. Exchange Agent.”

If you hold Santander Brasil shares indirectly through a broker, dealer, commercial bank, trust company or other nominee and you would like to tender Santander Brasil ADSs representing those shares into the U.S. exchange offer through the U.S. exchange agent, you will need to first instruct your broker, dealer, commercial bank, trust company or other nominee to convert your Santander Brasil shares into Santander Brasil units as described in the section “The Exchange Offers—Conversion of Santander Brasil shares into Santander Brasil units” of this offer to exchange/prospectus and then take the actions described in the preceding sentences.

You must ensure that your broker, dealer, commercial bank, trust company or other nominee receives your instructions and any required documentation sufficiently in advance of the expiration time so that it can effect such deposit and tender on your behalf prior to the expiration time and you must pay any fees or commissions charged by such broker, dealer, commercial bank, trust company or other nominee to make such deposit or tender.

If you hold Santander Brasil shares or Santander Brasil units directly in your own name and would like to tender your Santander Brasil shares or Santander Brasil units into the Brazilian exchange offer through the Auction to be held on the B3, you must, no later than [—] Eastern time ([—] São Paulo time) on the expiration date either personally or by means of a duly appointed proxy, contact a broker authorized to conduct trades on the B3, complete the steps and provide the documentation set forth in the Edital and request that the broker tender your Santander Brasil shares or Santander Brasil units on your behalf into the Brazilian exchange offer through the Auction. In order to tender your Santander Brasil shares or Santander Brasil units in the Auction, you must authorize your broker to, no later than [—] Eastern time ([—] São Paulo time) on the expiration date, present a sell order on your behalf in the Auction. You must ensure that you give your broker your instructions and any required documents sufficiently in advance of [—] Eastern time ([—] São Paulo time) on the expiration date so that your broker can effect such tender prior to [—] Eastern time ([—] São Paulo time) on the expiration date and you must pay any fees or commissions your broker charges to make such tender. In addition, in order to tender your Santander Brasil shares or Santander Brasil units in the Auction on the B3, you must qualify to participate in the Auction on the B3 by following the procedures set forth in the Edital.

Santander Brasil shares and Santander Brasil units held directly are generally held either through the Central Depositary or through Brazilian share registrar. The Central Depositary is the custodian for Santander Brasil shares and Santander Brasil units that are traded on the B3, and settlement of the Auction will occur through the facilities of the Central Depositary. If you invested in Santander Brasil shares or Santander Brasil units under Joint Central Bank of Brazil/CVM Resolution 13, you hold your Santander Brasil shares or Santander Brasil units through the Central Depositary and you should ask your Brazilian representative for purposes of Joint Central Bank/CVM Resolution 13 to contact the Central Depositary on your behalf.

If you hold your Santander Brasil shares or Santander Brasil units through the Brazilian share registrar, you should ask your broker to request the transfer of your shares to the custody of the Central Depositary in order to enable the broker to tender your Santander Brasil shares or Santander Brasil units on your behalf. Before it will accept an order to transfer Santander Brasil shares or Santander Brasil units to the Central Depositary, the Brazilian share registrar will generally check the personal information it maintains on file for you against the personal information that you provided to the broker in submitting your letter of transmittal to make sure that the information is the same. If there are inconsistencies between these records, the Brazilian share registrar will not transfer the shares. It is your responsibility to ensure that the information you provide to your broker is consistent with

that in the records of the Brazilian share registrar. It is also your responsibility to contact a broker sufficiently in advance of [—] Eastern time ([—] São Paulo time) on the expiration date to ensure that the Brazilian share registrar can transfer your shares to the custody of the Central Depositary before [—] Eastern time ([—] São Paulo time) on the expiration date.

If you do not know whether you hold your Santander Brasil shares or Santander Brasil units through the Central Depositary or the Brazilian share registrar, you should inquire with your broker, dealer, commercial bank, trust company or other nominee.

Once tendered into the Brazilian exchange offer through the Auction on the B3, Santander Brasil shares or Santander Brasil units held through the Central Depositary are blocked and may not be traded. You must ensure that you give your broker your tender instructions and any required documentation sufficiently in advance of [—] Eastern time ([—] São Paulo time) on the expiration date so that they can effect such tender prior to [—] Eastern time ([—] São Paulo time) on the expiration date and pay any fees or commissions charged by the broker to make such tender.

If you tender Santander Brasil shares or Santander Brasil units into the Brazilian exchange offer through the Auction, you must pay two combined fees to B3 and the Central Depositary, respectively, in an aggregate amount equal to 0.0345% of the value of the exchange transaction. In addition, any broker, dealer, commercial bank, trust company or other nominee that tenders Santander Brasil shares or Santander Brasil units on your behalf in the Brazilian exchange offer may charge a fee or commission for doing so. You should consult your broker, dealer, commercial bank, trust company or other nominee to determine what fees or commissions may apply.

If you hold Santander Brasil shares or Santander Brasil units indirectly through a broker, dealer, commercial bank, trust company or other nominee and would like to tender your Santander Brasil shares or Santander Brasil units into the Brazilian exchange offer through the Auction to be held on the B3, then you must instruct your broker, dealer, commercial bank, trust company or other nominee to tender your shares or units into the Brazilian exchange offer through the Auction to be held on the B3 on your behalf as provided above in this section no later than [—] Eastern time ([—] São Paulo time) on the expiration date. You must ensure that your broker, dealer, commercial bank, trust company or other nominee receives your instructions and any required documentation sufficiently in advance of [—] Eastern time ([—] São Paulo time) on the expiration date in order to effect such tender prior to [—] Eastern time ([—] São Paulo time) on the expiration date and pay any fees or commissions charged by such broker, dealer, commercial bank, trust company or other nominee to make such tender.

There will be no guaranteed delivery process available to tender Santander Brasil shares, Santander Brasil units or Santander Brasil ADSs.

The letter of transmittal that you will use to tender your Santander Brasil shares, Santander Brasil units or Santander Brasil ADSs, as applicable, into the U.S. exchange offer through the U.S. exchange agent will contain a power of attorney pursuant to which you will authorize The Bank of New York Mellon, as the U.S. exchange agent, to take the following actions for your account if the U.S. exchange offer is completed:

In addition, U.S. holders of Santander Brasil units or Santander Brasil shares that wish to tender those Santander Brasil securities in the U.S. exchange offer must deliver those Santander Brasil securities to the Santander Brasil ADS Depositary’s custodian in Brazil (the “Depositary’s Custodian”) indicating that the deposit is for the purpose of tendering in the U.S. exchange offer, and deliver a duly completed and signed Santander Brasil unit or Santander Brasil share letter of transmittal, as applicable, to the U.S. exchange agent with respect to those Santander Brasil securities, which letter of transmittal will, by its terms, also operate as a power to the U.S. exchange agent to (i) instruct the Santander Brasil ADS Depositary to register uncertificated Santander Brasil ADSs in the name of the tendering holder representing those Santander Brasil securities and to enter a stop transfer instruction on the Santander Brasil ADS Depositary’s register with respect to those Santander Brasil ADSs to remain for the duration of the U.S. exchange offer and (ii) to surrender those Santander Brasil ADSs for the purpose of withdrawal upon the expiration or termination of the U.S. exchange offer or if the tendering holder delivers a notice of withdrawal or if the Santander Parent does not accept the tendered Santander Brasil securities for exchange for any reason and instruct the Santander Brasil ADS Depositary to deliver the tendered Santander Brasil securities to the order of Santander Parent (if those Santander Brasil securities have been purchased) or to the tendering holder (in any other case).

If you tender your Santander Brasil shares or Santander Brasil units into the Brazilian exchange offer through the Auction on the B3, in order to make such tender you will be required to deliver a similar power of attorney in favor of the Santander Parent BDS depositary with respect to your Santander Brasil shares, Santander Brasil units, Santander Parent BDSs and Santander Parent BDRs.

By tendering your Santander Brasil shares, Santander Brasil units or Santander Brasil ADSs into the U.S. exchange offer, you will be deemed to represent and warrant to Santander Parent and the U.S. exchange agent that you have full power and authority to accept the U.S. exchange offer and to irrevocably sell, assign, and transfer the Santander Brasil shares, Santander Brasil units or Santander Brasil ADSs, as applicable, in respect of which the U.S. exchange offer is being accepted or deemed to be accepted (and any and all securities or rights issued or issuable in respect thereof) and that, on the settlement date of the U.S. exchange offer, Santander Parent will acquire good title thereto, free and clear of all liens, charges, encumbrances and other third-party interests, and together with all rights now or hereinafter attaching thereto, including, without limitation, voting rights and the right to receive all amounts payable to a holder thereof in respect of dividends, interests and other distributions, if any, if the record date for distributions occurs after the expiration of the relevant tendering period.

Santander Parent will determine questions as to the validity, form, eligibility, including time of receipt, and acceptance for exchange of any tender of Santander Brasil shares, Santander Brasil units or Santander Brasil ADSs, in Santander Parent’s sole discretion, and Santander Parent’s determination shall be final and binding. Santander Parent reserves the absolute right to reject any and all tenders of Santander Brasil shares, Santander Brasil units or Santander Brasil ADSs that Santander Parent determines are not in proper form or the acceptance of or exchange for which may be unlawful. Santander Parent also reserves the absolute right to waive any defect or irregularity in the tender of any Santander Brasil shares, Santander Brasil units or Santander Brasil ADSs of any particular holder, whether or not similar defects or irregularities are waived in the case of other holders. No tender of Santander Brasil shares, Santander Brasil units or Santander Brasil ADSs will be deemed to have been validly made until all defects and irregularities in tenders of Santander Brasil shares, Santander Brasil units or Santander Brasil ADSs have been cured or waived. Neither Santander Parent nor the U.S. exchange agent nor any other person will be under any duty to give notification of any defects or irregularities in the tender of any Santander Brasil shares, Santander Brasil units or Santander Brasil ADSs, and none of them will incur any liability for failure to give any such notification. Santander Parent’s interpretation of the terms and conditions of the exchange offers, including the acceptance forms and instructions thereto, will be final and binding.

In order to convert Santander Brasil shares into Santander Brasil units the following steps must be taken:

Once the steps described above have been completed, the holder thereof will be able to deposit its Santander Brasil units with the Santander Brasil ADS depositary as described in the section “—Holders of Santander Brasil Shares and Santander Brasil Units—Tender of Santander Brasil shares or Santander Brasil units through the U.S. Exchange Agent in the form of Santander Brasil ADSs.”

No taxes apply in Brazil to the conversion of Santander Brasil shares into Santander Brasil units.

Santander Brasil shares, Santander Brasil units and Santander Brasil ADSs tendered into the U.S. exchange offer through the U.S. exchange agent may be withdrawn at any time before the expiration time in accordance with the procedures described below in this section. In addition, in accordance with the U.S. tender exchange offer laws, you may withdraw securities tendered into the U.S. exchange offer if they are not yet accepted for exchange at any time 60 days after the date of this offer to exchange/prospectus. If you tender Santander Brasil shares or Santander Brasil units into the Brazilian exchange offer through the Auction on the B3, you may withdraw such Santander Brasil shares or Santander Brasil units from the Brazilian exchange offer at any time prior to [—] Eastern time ([—] São Paulo time) on the expiration date.

You may not rescind a withdrawal. If you withdraw your Santander Brasil shares, Santander Brasil units or Santander Brasil ADSs from the exchange offers, they will be deemed not validly tendered for purposes of the exchange offers. However, you may re-tender withdrawn Santander Brasil shares, Santander Brasil units or Santander Brasil ADSs prior to the expiration time, if you are tendering into the U.S. exchange offer through the U.S. exchange agent, or at any time prior to [—] Eastern time ([—] São Paulo time) on the expiration date, if you are tendering into the Brazilian exchange offer through the Auction on the B3, in either case by following the procedures described in this section above under “—Procedure for Tendering.”

If you tendered your Santander Brasil ADSs, Santander Brasil units and/or Santander Brasil shares into the U.S. exchange offer through the U.S. exchange agent, you may withdraw the tender of your Santander Brasil ADSs, Santander Brasil units and/or Santander Brasil shares prior to the expiration time (which is [—] Eastern time ([—] São Paulo time) on the expiration date) by following the procedures below.

If you hold your Santander Brasil ADSs, Santander Brasil units or Santander Brasil shares directly in your name and tendered by delivering a letter of transmittal, you may withdraw them by delivering a properly completed and duly executed notice of withdrawal (which must be guaranteed by an eligible guarantor institution if you were required to obtain a signature guarantee for the letter of transmittal pursuant to which you tendered your Santander Brasil ADSs, Santander Brasil units or Santander Brasil shares to the U.S. exchange agent) at the address below:

Any such notice of withdrawal must:

If you hold your Santander Brasil ADSs, Santander Brasil units and/or Santander Brasil shares indirectly through a broker, dealer, commercial bank, trust company or other nominee and you tendered such Santander Brasil ADSs, Santander Brasil units and/or Santander Brasil shares pursuant to the procedures of such broker, dealer, commercial bank, trust company or other nominee, you must follow the broker’s, dealer’s, commercial bank’s, trust company’s or other nominee’s procedures in order to withdraw such Santander Brasil ADSs, Santander Brasil units and/or Santander Brasil shares. Each broker or other securities intermediary will set its own cutoff date and time to receive instructions from customers, which will be earlier than the expiration time of the U.S. exchange offer. You should contact your broker or other securities intermediary to determine the cutoff date and time that apply to you.

If you properly withdraw your Santander Brasil ADSs, Santander Brasil units or Santander Brasil shares from the U.S. exchange offer, those securities will be returned as promptly as practicable to the person or account from which they were tendered or unblocked on the issuer’s register, as applicable.

If you hold your Santander Brasil shares or Santander Brasil units in your own name, you or your Brazilian representative must contact the broker that has been instructed to tender your Santander Brasil shares or Santander Brasil units into the Brazilian exchange offer through the Auction to be held on the B3 on your behalf and instruct the broker to withdraw the order to tender those Santander Brasil shares or Santander Brasil units before [—] Eastern time ([—] São Paulo time) on the expiration date and must provide any documentation required by the broker. Any tender of Santander Brasil shares or Santander Brasil units will be irrevocable after that time. If you wish to withdraw the tender of your Santander Brasil shares or Santander Brasil units, it is your responsibility to ensure that the broker that has been instructed to tender your Santander Brasil shares or Santander Brasil units

receives instructions to withdraw the tender of those shares sufficiently in advance of [—] Eastern time ([—] São Paulo time) on the expiration date. If you wish to withdraw your Santander Brasil shares or Santander Brasil units from the Brazilian exchange offer, you are strongly advised to contact your broker well before [—] Eastern time ([—] São Paulo time) on the expiration date.

If you hold your Santander Brasil shares or Santander Brasil units indirectly through a broker, dealer, commercial bank, trust company or other nominee and you tendered them pursuant to the procedures of such broker, dealer, commercial bank, trust company or other nominee, you must follow the broker’s, dealer’s, commercial bank’s, trust company’s or other nominee’s procedures in order to withdraw your shares.

Holders of Santander Brasil shares, Santander Brasil units or Santander Brasil ADSs will receive the greatest whole number of Santander Parent BDSs or Santander Parent ADSs, as applicable, that can be issued at the exchange ratio. No fractional Santander Parent ADSs or Santander Parent BDSs will be issued to you in connection with the exchange offers. Instead of any such fractional Santander Parent ADSs that you would otherwise be entitled to receive in the U.S. exchange offer, the U.S. exchange agent will aggregate all fractional Santander Parent ADSs that all tendering holders tendering through the U.S. exchange agent would otherwise be entitled to receive pursuant to the U.S. exchange offer, sell such fractional Santander Parent ADSs (or the underlying Santander Parent ordinary shares) at such times, in such manner and on such terms as the U.S. exchange agent determines in its reasonable discretion and pay the resulting cash proceeds in U.S. dollars to such holders. Instead of any such fractional Santander Parent BDSs that a holder tendering into the Brazilian exchange offer would otherwise be entitled to receive pursuant to the Brazilian exchange offer, the Santander Parent BDS depositary will aggregate all Santander Parent ordinary shares that all tendering holders tendering into the Brazilian exchange offer through the Auction would otherwise be entitled to receive in the form of Santander Parent BDSs pursuant to the Brazilian exchange offer, and will instruct a brokerage firm selected by Santander Parent to place a market order to sell such fractional Santander Parent ordinary shares on the continuous market (mercado continuo) of the Spanish Stock Exchanges (at such times, in such manner and on such terms as the Santander Parent BDS depositary determines in its reasonable discretion) and pay the resulting cash proceeds in Brazilian reais to the holders entitled thereto through the Central Depositary.

It is expected that the payment of cash in lieu of fractional Santander Parent ADSs will be made promptly following the delivery of the Santander Parent ADSs. Cash in lieu of fractional Santander Parent BDSs will be paid within seven (7) Spanish and Brazilian business days following the date on which the Santander Parent BDSs are delivered. Such payment will be subject to B3’s confirmation, no later than one (1) Brazilian business day following such delivery, of the number of fractional Santander Parent ordinary shares to be sold on the Spanish secondary market.

Santander Parent will announce the results of the exchange offers by means of a public announcement to be issued by no later than 9:00 a.m. Eastern time on the first business day following the expiration date. The announcement will be made by means of a press release. In addition, notice will be posted on Santander Parent’s website at www.santander.com. The information on Santander Parent’s website is not a part of this offer to exchange/prospectus and is not incorporated by reference herein.

If the conditions referred to under “—Conditions to Completion of the Exchange Offers” have been satisfied or, to the extent legally permitted, waived, Santander Parent will, upon the expiration time, accept for exchange and will exchange all Santander Brasil shares, Santander Brasil units and Santander Brasil ADSs validly tendered into the U.S. exchange offer through the U.S. exchange agent and not properly withdrawn prior to the expiration time and will procure the issuance of the Santander Parent ordinary shares underlying the Santander Parent ADSs to be delivered to the tendering holders in exchange therefor as described below under “—Settlement and Delivery of Securities.”

Subject to the applicable rules of the SEC, CVM and B3, Santander Parent reserves the right to delay acceptance for exchange, or delay exchange, of the tendered Santander Brasil Securities in order to comply in whole or in part with applicable law.

In accordance with applicable Brazilian regulations and subject to the terms and conditions discussed in this offer to exchange/prospectus, if the conditions referred to under “—Conditions to Completion of the Exchange Offers” have been satisfied or, to the extent legally permitted, waived, all Santander Brasil shares and Santander Brasil units validly tendered into the Brazilian exchange offer prior to [—] Eastern time ([—] São Paulo time) on the expiration date and not withdrawn from the Brazilian exchange offer prior to [—] Eastern time ([—] São Paulo time) on the expiration date will be deemed accepted for exchange and will be acquired by Santander Parent through the Brazilian exchange offer. The Auction to be conducted pursuant to the Brazilian exchange offer is currently scheduled to occur at [—] Eastern time ([—] São Paulo time), on the expiration date, subject to the satisfaction or waiver of the exchange offer conditions as described above. Before Santander Parent accepts for exchange any Santander Brasil shares and/or Santander Brasil units validly tendered into, and not withdrawn from, the Brazilian exchange offer through the Auction, the following must occur:

If the Auction occurs at any time other than [—] Eastern time ([—] São Paulo time) on the expiration date, then each of the times specified above will be adjusted by the same amount that the actual time of the commencement of the Auction differs from [—] Eastern time ([—] São Paulo time).

Prior to [—] Eastern time ([—] São Paulo time) on the expiration date, holders of Santander Brasil shares and/or Santander Brasil units tendering into the Brazilian exchange offer through the Auction must, through their custody agent, transfer their Santander Brasil shares and/or Santander Brasil units, free and clear of any liens or encumbrances, to portfolio [—] maintained by the Central Depositary to enable their brokers to sell their Santander Brasil shares or Santander Brasil units in the Auction on their behalf. If the Santander Brasil shares or Santander Brasil units are not deposited in portfolio [—] maintained by the Central Depositary by that time, the corresponding sell orders will be canceled by B3 prior to the start of the Auction. If the Brazilian exchange offer is not consummated, the Auction will not occur and the Central Depositary will return the Santander Brasil shares and the Santander Brasil units to the tendering holders as soon as practicable.

Sell orders from brokers tendering Santander Brasil shares or Santander Brasil units into the Brazilian exchange offer through the Auction to be held on the B3 on behalf of tendering holders of Santander Brasil shares or Santander Brasil units must be authorized to be submitted through B3’s Megabolsa electronic trading system using the code “SANB3L” for Santander Brasil common shares, the code “SANB4L” for Santander Brasil preferred shares and the code “SANB11L” for Santander Brasil units no later than [—] Eastern time ([—] São Paulo time) on the expiration date. Sell orders for Santander Brasil shares or Santander Brasil units that have been validly tendered into the Auction by [—] Eastern time ([—] São Paulo time) on the expiration date, and not withdrawn from the Auction on the B3 before [—] Eastern time ([—] São Paulo time) on the expiration date, will be deemed accepted for exchange and may not be withdrawn. For holders of Santander Brasil shares, Santander Brasil units and Santander Brasil ADSs tendering into the U.S. exchange offer through the U.S. exchange agent, tenders of such Santander Brasil shares, Santander Brasil units and Santander Brasil ADSs must be made no later than the expiration time. Tenders of Santander Brasil shares, Santander Brasil units and Santander Brasil ADSs into the U.S. exchange offer through the U.S. exchange agent that have been validly made and not withdrawn before the expiration time will be deemed accepted for exchange and may not be withdrawn.

Under CVM Resolution 215, a third party is permitted to ‘interfere’ in the Auction for the total lot of Santander Brasil shares and Santander Brasil units subject to the Brazilian exchange offer, pursuant to Article 25, paragraph 6,

item II, and paragraph 10 of CVM Resolution 215, or to commence a competing offer for all of the shares subject to the exchange offers, pursuant to Articles 56 through 60 of CVM Resolution 215, provided that (i) upon disclosure of its intention, the interested party submits a document evidencing compliance with Article 11 of CVM Resolution 215; (ii) its first bid is at least 5% greater than the price per share of the relevant class offered in this offer to exchange/prospectus and it discloses its intention to the market at least 10 days in advance, pursuant to Article 25, paragraph 10, and Article 56 of CVM Resolution 215; and (iii) any competing offer is launched by means of publication of a notice in accordance with Article 23 of CVM Resolution 215. Once a competing offer is announced, Santander Parent and the interested third party may increase the price of their respective offers by any amount and as many times as they deem appropriate, pursuant to Articles 9 and 56 of CVM Resolution 215. Upon publication of such notice, or upon receipt of a request to register a competing offer, the CVM may (1) postpone the date of the Auction, (2) establish a maximum deadline for the submission of final bids by all bidders or (3) order a joint auction, setting the date, time and rules for its conduct, pursuant to Article 23 of CVM Resolution 215. The launch of a competing offer will invalidate tenders made in respect of the original exchange offer, whose auction may be postponed, if necessary, including by order of the CVM, so that both offerings may be effected on the same terms and procedures of the CVM as the original exchange offer. If a third party ‘interferes’ or a competing offer is commenced, this could result in any Santander Brasil shares and Santander Brasil units tendered into the Brazilian exchange offer failing to be acquired by Santander Parent. The consummation of the U.S. exchange offer is not conditioned on whether Santander Parent completes the Brazil tender offer and acquires any Santander Brasil shares and Santander Brasil units pursuant thereto.

If Santander Parent has accepted for exchange the Santander Brasil shares, Santander Brasil units and Santander Brasil ADSs as described under “—Acceptance for Exchange,” Santander Parent will deliver the Santander Parent ADSs or Santander Parent BDSs, as applicable, in the manner described in this section.

Under Spanish law, a number of procedural steps must be taken after the exchange offers are completed and before the Santander Parent ADSs and/or Santander Parent BDSs can be delivered. If the U.S. exchange offer is completed, we expect that you will receive the Santander Parent ADSs you are entitled to receive pursuant to the U.S. exchange offer by the [—] business day following the expiration date.

The Brazilian exchange offer will be settled two (2) Brazilian business days after the Auction. On the settlement date of the Brazilian exchange offer, tendering holders will receive one (1) Class A Subscription Receipt for each Santander Brasil common share validly tendered into, and not withdrawn from, the Brazilian exchange offer, one (1) Class B Subscription Receipt for each Santander Brasil preferred share validly tendered into, and not withdrawn from, the Brazilian exchange offer and one (1) Class A Subscription Receipt and one (1) Class B Subscription Receipt for each Santander Brasil unit validly tendered into, and not withdrawn from, the Brazilian exchange offer. Each Subscription Receipt will entitle its holder to receive 0.2028 Santander Parent BDSs, subject to the adjustments to the exchange ratio described herein. The Subscription Receipts will then be canceled and the Santander Parent BDSs will be issued by the Depositary Institution and credited through the Central Depositary 10 Spanish and Brazilian business days following the Auction. The Santander Brasil shares and the Santander Brasil units tendered through the U.S. exchange agent and the Santander Brasil ADSs will not be eligible to participate in the Auction.

It is expected that the payment of cash in lieu of fractional Santander Parent ADSs will be made promptly following the delivery of the Santander Parent ADSs. Cash in lieu of fractional Santander Parent BDSs will be paid within seven (7) Spanish and Brazilian business days following the date on which the Santander Parent BDSs are delivered. Such payment will be subject to B3’s confirmation, no later than one (1) Brazilian business day following such delivery, of the number of fractional Santander Parent ordinary shares to be sold on the Spanish secondary market.

Under no circumstances will interest be paid on the exchange of or payment for Santander Brasil shares, Santander Brasil units or Santander Brasil ADSs, regardless of any delay in making the exchange or payment or any extension of the exchange offers.

Title to Santander Brasil shares, Santander Brasil units and Santander Brasil ADSs validly tendered into, and not withdrawn from, the exchange offers will transfer to Santander Parent only on the applicable settlement date: (i) in the case of the Brazilian exchange offer, title to the Santander Brasil shares and Santander Brasil units will

transfer to Santander Parent on the settlement date of the Brazilian exchange offer, which will be two (2) Brazilian business days after the Auction and (ii) in the case of the U.S. exchange offer, title will transfer to Santander Parent on the settlement date of the U.S. exchange offer. Spanish law requires Santander Parent to have title to the tendered Santander Brasil shares, Santander Brasil units and Santander Brasil ADSs at the time Santander Parent executes the relevant capital increase necessary to complete the exchange offers and issue the Santander Parent ordinary shares to be exchanged in the form of Santander Parent ADSs and Santander Parent BDSs.

On the applicable settlement date, once the board or the executive committee of Santander Parent (or a director with delegated powers) adopts the resolution effecting the capital increase, tendering holders will, under Spanish law, be deemed to have paid for and acquired title to the Santander Parent ordinary shares represented by the Santander Parent ADS or Santander Parent BDS, as applicable, issued to the Santander Parent ADS depositary and/or the Santander Parent BDS depositary, as applicable, on behalf of the holders tendering Santander Brasil shares, Santander Brasil units and/or Santander Brasil ADSs in the exchange offer. Until the capital increase is formalized as a public deed before a notary public and the appropriate documentation is delivered to the Spanish stock exchanges, the Santander Parent ordinary shares represented by the Santander Parent ADS or Santander Parent BDS will not be transferable shares that may be sold on the Spanish stock exchanges. However, if Santander Parent breaches its agreement to deliver the Santander Parent ADS or Santander Parent BDS, Spanish law would not limit any action, suit or proceeding that the tendering holders may initiate against Santander Parent for breach of its obligations under the exchange offer.

Subject to the terms and conditions of the exchange offers, upon Santander Parent’s acceptance of the Santander Brasil shares, Santander Brasil units and Santander Brasil ADSs tendered into the U.S. exchange offer and confirmation from the Santander Parent ADS depositary of receipt of the applicable number of Santander Parent ordinary shares to be represented by the Santander Parent ADSs to be issued in the U.S. exchange offer by the Santander Parent ADS depositary’s custodian, the U.S. exchange agent will deliver the applicable whole number of Santander Parent ADSs to the holders of Santander Brasil shares, Santander Brasil units and Santander Brasil ADSs acquired in the U.S. exchange offer that tendered their Santander Brasil shares, Santander Brasil units and Santander Brasil ADSs in the U.S. exchange offer through the U.S. exchange agent, as follows:

Any cash in lieu of fractional Santander Parent ADSs to which you would otherwise be entitled will be delivered by the same means described above promptly following delivery of your Santander Parent ADSs.

If you held your Santander Brasil shares or Santander Brasil units tendered into the Brazilian exchange offer through the Auction directly in your name, or through a broker, dealer, commercial bank, trust company or other nominee, then on the settlement date of the Brazilian exchange offer (i.e., two (2) Brazilian business days after the Auction), and subject to the terms thereof, you will receive Subscription Receipts issued by the Depositary Institution, and Santander Parent will receive the Santander Brasil shares and/or Santander Brasil units tendered into the Brazilian exchange offer.

Subscription Receipts will be issued in two classes: “Class A Subscription Receipts”, relating to Santander Brasil common shares, and “Class B Subscription Receipts”, relating to Santander Brasil preferred shares. Tendering holders will receive one (1) Class A Subscription Receipt for each Santander Brasil common share validly tendered into, and not withdrawn from, the Brazilian exchange offer, one (1) Class B Subscription Receipt for each Santander Brasil preferred share validly tendered into, and not withdrawn from, the Brazilian exchange offer and one (1) Class A Subscription Receipt and one (1) Class B Subscription Receipt for each Santander Brasil unit validly tendered into, and not withdrawn from, the Brazilian exchange offer. Each Subscription Receipt will entitle its holder to receive 0.2028 Santander Parent BDSs, subject to the adjustments to the exchange ratio described herein. The Subscription Receipts will then be canceled and the Santander Parent BDSs will be issued by the Depositary Institution and credited through the Central Depositary 10 Spanish and Brazilian business days following the Auction.

Cash in lieu of fractional Santander Parent BDSs will be paid within seven (7) Spanish and Brazilian business days following the date on which the Santander Parent BDSs are delivered. Such payment will be subject to B3’s confirmation, no later than one (1) Brazilian business day following such delivery, of the number of fractional Santander Parent ordinary shares to be sold on the Spanish secondary market.

The Santander Parent ordinary shares to be issued in connection with the exchange offers in the form of Santander Parent ADSs and Santander Parent BDSs will have the same dividend rights as the other currently outstanding Santander Parent ordinary shares.

The Santander Parent ADS depositary will deliver any dividends paid upon deposited Santander Parent ordinary shares to the holders of Santander Parent ADSs in the manner set forth in the Santander Parent ADS deposit agreement and the Santander Parent BDS depositary will deliver any dividends paid upon deposited Santander Parent ordinary shares to the holders of Santander Parent BDSs in the manner set forth in the Santander Parent BDS deposit agreement.

For a description of how payments of dividends or other distribution prior to the expiration of the exchange offers will affect the consideration offered in the exchange offers, see “—Adjustments to the Consideration.” For a description of Spanish, Brazilian and United States federal income tax consequences of these dividend payments, see “—Tax Consequences”.

Subject to the limitations and assumptions below, in the opinion of Pinheiro Neto, the following are the material Brazilian tax consequences of the exchange offers with respect to the Santander Brasil shares, Santander Brasil units and/or Santander Brasil ADSs tendered by a non-Brazilian holder. This discussion does not address all the Brazilian tax considerations that may be applicable to any particular non-Brazilian holder, and each non-Brazilian holder is encouraged to consult its own tax advisor about the Brazilian tax consequences of tendering Santander Brasil shares, Santander Brasil units and/or Santander Brasil ADSs in the exchange offers. This discussion also does not address any tax consequences under the tax laws of any state or locality of Brazil or any other jurisdiction.

According to Law No. 10,833 enacted on December 29, 2003, the disposition of assets located in Brazil by a non-Brazilian holder to either a Brazilian resident or a non-resident may be subject to capital gains taxation in Brazil, regardless of whether the disposition occurs outside or within Brazil.

Under Brazilian law, capital gains taxation rules vary depending on the residency of the non-Brazilian holder, the type of registration of the investment by the non-Brazilian holder with the Central Bank of Brazil and how the disposition is carried out, as outlined below.

A non-Brazilian holder can hold two different kinds of investments in Brazil: (i) a Foreign Direct Investment; or (ii) an investment under Joint Central Bank of Brazil/CVM Resolution 13. We refer to holders of an investment under Joint Central Bank/CVM Resolution 13 as “investors under Joint Central Bank of Brazil/CVM Resolution 13”.

The IOF (Imposto Sobre Operações Financeiras) is a tax on foreign exchange, securities/bonds, credit and insurance transactions. The Minister of Finance establishes the rates of the IOF tax, subject to limits set forth by law.

Pursuant to Decree No. 6,306 of December 14, 2007, as amended, the conversion of Brazilian reais into foreign currency and the conversion of foreign currency into Brazilian reais (each, a “foreign exchange transaction”) are subject to the IOF (the “IOF/Exchange”). Under the IOF regulations currently in force in Brazil, the Minister of Finance is empowered to establish the applicable IOF/Exchange rate. Such IOF/Exchange rate can be increased at any time up to a rate of 25%. The above-mentioned Decree sets forth that the current general IOF/Exchange rate is 0.38% for inbound foreign exchange transactions, while the general IOF/Exchange rate for outbound foreign exchange transactions is 3.5%.

The IOF may also be levied on transactions involving bonds or securities, including transactions carried out on Brazilian stock, futures or commodities exchanges (“IOF/Títulos tax”). The IOF/Títulos current general rate is 0% for transactions carried out in the equity markets in Brazil, including those performed in stock, futures and commodities exchanges and similar markets. The Executive branch of the Brazilian government, however, has the legal power to increase the rate up to a maximum of 1.5% of the amount of the taxed transaction for each day of the investor’s holding period, but only to the extent of gain realized on the transaction and only on a prospective basis. Currently, the IOF/Títulos is assessed at the rate of 0.0% on the deposit of shares issued by a Brazilian company and listed for trading on the Brazilian stock exchange with the specific purpose of enabling the issuance of depositary receipts traded outside Brazil.

The non-Brazilian holders that tender their Santander Brasil ADSs in the U.S. exchange offer through the U.S. exchange agent will receive in exchange Santander Parent ADSs. Although there is no clear guidance in the Brazilian tax legislation addressing the capital gains tax consequences of an exchange transaction involving American Depositary Shares of a Brazilian company, the exchange of Santander Brasil ADSs for Santander Parent ADSs in connection with the U.S. exchange offer should not be taxable in Brazil based on the fact that: (i) the Santander Brasil ADSs should be considered as a foreign asset; and (ii) the exchange of Santander Brasil ADSs for Santander Parent ADSs alone would not result in any Brazilian sourced income to the non-Brazilian holder. However, Brazilian authorities do not provide clear guidance in this respect, and may treat such a transaction as subject to capital gains tax in Brazil at the progressive rates varying from 15% up to 22.5% depending on the value of the gains (or 25% if the non-Brazilian holder is located in a tax haven jurisdiction), plus potential interest and fines.

Non-Brazilian holders of Santander Brasil ADSs may withdraw the Santander Brasil units underlying their Santander Brasil ADSs from the Santander Brasil ADR program and tender the Santander Brasil units underlying those Santander Brasil ADSs using one of the methods described above under “—Procedure for Tendering—Holders of Santander Brasil Shares and Santander Brasil Units.” The withdrawal of Santander Brasil units from the Santander Brasil ADR program does not give rise to capital gains taxation in Brazil.

Brazilian law imposes IOF / Exchange on the conversion of Brazilian reais into foreign currency and on the conversion of foreign currency into Brazilian reais.

As the exchange of Santander Brasil ADS for Santander Parent ADS does not result in the execution of any foreign exchange transaction, no IOF/Exchange tax will be due on that exchange.

As the withdrawal of Santander Brasil ADSs from the Santander Brasil ADR program and receipt of the underlying Santander Brasil units does not result in the execution of any foreign exchange transaction, no IOF/Exchange tax will be due on that exchange.

If you hold Santander Brasil shares or Santander Brasil units directly and you would like to tender them into the U.S. exchange offer through the U.S. exchange agent in exchange for Santander Parent ADS, you must first convert your investment from an investment under Joint Central Bank/CVM Resolution 13 to a Foreign Direct Investment in Brazil.

According to the Central Bank Regulations, the conversion of an investment under Joint Central Bank/CVM Resolution 13 to a Foreign Direct Investment must be made at market value based on current trading price of the shares or units. Please note that, if the market value exceeds the original acquisition cost of the investment under Joint Central Bank of Brazil/CVM Resolution 13, the non-Brazilian holder would recognize capital gain in Brazil on the transaction and the tax consequences applicable to such gain are discussed below.

As per the current guidance issued by the Brazilian tax authorities, the conversion of the Joint Central Bank/CVM Resolution 13 Investment into a Foreign Direct Investment should not be taxable for as long as the investor is not located in a tax haven jurisdiction, as the conversion would be executed on the stock exchange and gains earned by Joint Central Bank/CVM Resolution 13 investors on the sale of assets on the stock exchange is exempt from taxation.

Nonetheless, if the gains are earned in this transaction, and provided the non-Brazilian holder is eligible for the tax benefits granted to Joint Central Bank of Brazil/CVM Resolution 13 investors, non-Brazilian holders located in a tax haven jurisdiction would be subject to capital gains tax in Brazil at the rate of 15%. We note that the United States is not considered as a tax haven jurisdiction for Brazilian law purposes.

If the tax benefits granted to investors under Joint Central Bank/CVM Resolution 13 are not applicable: (i) non-Brazilian holders in a non-tax haven jurisdiction would be subject to capital gains tax in Brazil at progressive rates varying from 15% up to 22.5%; and (ii) non-Brazilian holders located in tax haven jurisdictions would be subject to capital gains tax in Brazil at the rate of 25%.

As a second step, the exchange of the Foreign Direct Investment in Santander Brasil shares or Santander Brasil units for the Santander Parent ADSs would not be subject to any capital gains tax if the amount of the Santander Parent ADSs received in exchange for the Santander Brasil shares or Santander Brasil units is equal to or lower than the amount of the Foreign Direct Investment held by the non-Brazilian holder in Santander Brasil shares or Santander Brasil units, as registered in the Central Bank of Brazil (the “registered cost” of the Foreign Direct Investment). In the event that the amount of the Santander Parent ADSs received in exchange for the Santander Brasil shares or Santander Brasil units is greater than the registered cost, there are legal arguments to support the view that any positive difference is not subject to income tax, since it arises from a share exchange-type transaction in which there is no economic or legal realization of income for the investor. Nonetheless, the Brazilian tax authorities may challenge this position and argue that the positive difference is subject to capital gains tax in Brazil, in which case (i) non-Brazilian holders in a non-tax haven jurisdiction would be subject to capital gains tax at the progressive rates from 15% up to 22.5%; and (ii) non-Brazilian holders located in tax haven jurisdictions would be subject to capital gains tax at the rate of 25%.

If a non-Brazilian holder receives cash in connection with the exchange offers, the difference between the cash received and the registered cost of the portion of the Santander Brasil shares or Santander Brasil units exchanged for cash could be subject to capital gains tax in Brazil, according to the rules described in this section.

Converting the registration of your investment in Santander Brasil shares or Santander Brasil units from an investment under Joint Central Bank/CVM Resolution 13 into a Foreign Direct Investment is a pre-condition for you to tender your Santander Brasil shares and Santander Brasil units into the U.S. exchange offer through the U.S. exchange agent and there is a risk that the offer is not completed and you remain with a Foreign Direct Investment in Santander Brasil shares or Santander Brasil units. If the U.S. exchange offer is not consummated, you will not be able to recover any taxes paid in connection with converting your investment under Joint Central

Bank/CVM Resolution 13 into a Foreign Direct Investment. In addition, if the U.S. exchange offer is not completed, you may also want to convert your Foreign Direct Investment back into an investment under Joint Central Bank of Brazil/CVM Resolution 13, in which case you will be subject to capital gains taxation at the rate of 15% or 25% (for non-Brazilian holders located in tax haven jurisdictions) on any gains.

No foreign exchange transaction will be needed for the conversion of an investment under Joint Central Bank/CVM Resolution 13 into a Foreign Direct Investment. As a result, no IOF/Exchange will be levied on this conversion.

Likewise, the exchange of the Foreign Direct Investment in Santander Brasil shares or Santander Brasil units for the Santander Parent ADSs would not constitute a foreign exchange transaction under applicable Brazilian law and no IOF would apply.

If you hold Santander Brasil units directly and you would like to tender them into the U.S. exchange offer through the U.S. exchange agent in the form of Santander Brasil ADSs in exchange for Santander Parent ADSs, you must first deposit your Santander Brasil units with the custodian for the Santander Brasil ADR program. The potential tax consequences of depositing your Santander Brasil units with the custodian for the Santander Brasil ADR program are discussed below. (If you hold Santander Brasil shares and you would like to tender them into the U.S. exchange offer through the U.S. exchange agent in the form of Santander Brasil ADSs, you must first convert your Santander Brasil shares into Santander Brasil units as described in the section “—Conversion of Santander Brasil shares into Santander Brasil units” of this offer to exchange/prospectus.) For a discussion of the potential tax consequences to you of tendering the Santander Brasil ADSs representing your Santander Brasil shares or Santander Brasil units through the U.S. exchange agent, see “—Taxation of the Non-Brazilian Holders of Santander Brasil ADSs—Tender of Santander Brasil ADSs through the U.S. Exchange Agent” in this section above.

The deposit of Santander Brasil units in the Santander Brasil ADR program in exchange for the Santander Brasil ADSs by a non-Brazilian holder will be subject to Brazilian capital gains tax on the amount of the capital gain realized on such exchange. The amount of the capital gain will generally be equal to the difference between the registered cost of the Santander Brasil units held by the non-Brazilian holder in Santander Brasil units, as registered in the Central Bank of Brazil, and the average price of the Santander Brasil units, calculated as follows:

The difference between the registered cost and the average price of the Santander Brasil units, calculated as set forth above, is treated as capital gain subject to tax. For non-Brazilian holders that are not Joint Central Bank/CVM Resolution 13 investors, taxation should apply at the progressive rates from 15% up to 22.5%, or 25% for non-Brazilian holders who are in tax-haven jurisdictions. For non-Brazilian holders that are Joint Central Bank/CVM Resolution 13 investors, although there are arguments to sustain that no tax impacts should arise, Brazilian tax authorities may have already taken the position that the gains earned in this transaction should be subject to taxation at a 15% rate. Progressive rates from 15% to 22.5% should apply to Joint Central Bank/CVM Resolution 13 investors that are located in tax haven jurisdictions.

IOF / Títulos may also be levied on transactions involving bonds or securities, including transactions carried out on Brazilian stock, futures or commodities exchanges. The IOF/Títulos general rate is currently zero for transactions carried out in the equity markets in Brazil, including those performed in stock, futures and commodities exchanges and similar markets. However, the IOF/Títulos is assessed at the rate of 0.0% on the deposit of units

issued by a Brazilian company and listed for trading on the Brazilian stock exchange with the specific purpose of enabling the issuance of depositary receipts traded outside Brazil. Therefore the deposit of Santander Brasil units in the Santander Brasil ADR program will be subject to IOF at a 0.0% rate.

If you tender your Santander Brasil shares or Santander Brasil units into the Brazilian exchange offer through the Auction on the B3 and the market value of the Santander Parent BDSs received in exchange exceeds the acquisition cost of the Santander Brasil shares or Santander Brasil units tendered, there are legal arguments to support the view that any positive difference is not subject to income tax, since it arises from a share exchange-type transaction in which there is no economic or legal realization of income for the investor. Nonetheless, the Brazilian tax authorities may challenge this position and argue that the positive difference is subject to capital gains tax in Brazil, in which case the corresponding tax impacts would be those described below. For Joint Central Bank/CVM Resolution 13 investors, the tax treatment of the transaction would differ depending on whether the non-Brazilian holder is located in a tax haven jurisdiction. The non-Brazilian holders resident in a non-tax haven regular jurisdiction should be exempt from capital gains tax on such gains; and the non-Brazilian holders resident in tax haven jurisdictions would be subject to capital gains tax at the rate of 15%. For non-Brazilian holders that are not Joint Central Bank/CVM Resolution 13 investors, the sale of the shares or units should be subject to taxation at a 15% rate, or at a 25% rate if the investor is located in a tax haven jurisdiction.

The sale of shares or units by a non-Brazilian holder of a Foreign Direct Investment and by investors under Joint Central Bank/CVM Resolution 13 that are resident in tax haven jurisdictions in transactions carried out on the exchange is, as a general rule, subject to withholding income tax at a rate of 0.005%, which can be offset with possible income tax due on capital gain. This tax may be assessed on the tender of Santander Brasil shares or Santander Brasil units in exchange for Santander Parent BDS and would be withheld by your broker.

No foreign exchange transactions will be needed for the tender of Santander Brasil shares or Santander Brasil units into the Brazilian exchange offer through the Auction in exchange for Santander Parent BDRs. Therefore, no IOF/Exchange should apply over this transaction.

In the event that the Santander Brasil shares or Santander Brasil units of a non-Brazilian holder are exchanged for Santander Parent BDRs pursuant to the put right and the market value of the Santander Parent BDRs received exceeds the acquisition cost of the Santander Brasil shares or Santander Brasil units exchanged, there are legal arguments to support the view that any positive difference is not subject to income tax, since it arises from a share exchange-type transaction in which there is no economic or legal realization of income for the investor. Nonetheless, the Brazilian tax authorities may challenge this position and argue that the positive difference is subject to capital gains tax in Brazil, in which case the corresponding tax impacts would be those described below. For non-Brazilian holders that are not Joint Central Bank/CVM Resolution 13 investors, as a general rule, the capital gains recognized in the transaction will be subject to capital gains in Brazil at the progressive rates from 15% to 22.5% (regular rate) or 25% (for investors located in tax haven jurisdictions). For non-Brazilian holders that are Joint Central Bank/CVM Resolution 13 investors, as a general rule, the capital gains recognized in the transaction will be subject to capital gains tax in Brazil at a 15% rate (regular rate) or 15% to 22.5% (for investors located in tax haven jurisdictions).

The exchange of Santander Brasil shares or Santander Brasil units of a non-Brazilian holder for Santander Parent BDRs may also be subject to the assessment of the withholding income tax at a rate of 0.005%, which can be generally offset with the income tax due on capital gains. Prospective investors should consult their own tax advisor on whether or not the abovementioned 0.005% withholding tax assessment would apply in this case.

The remittance of funds abroad to the non-Brazilian holder as a return of an investment under Joint Central Bank/CVM Resolution 13 is subject to the IOF at a rate of 0%.

There are no Brazilian stamp, issue, registration or similar taxes or duties payable by holders of Santander Brasil shares or Santander Brasil units in connection with the exchange offers.

The discussion set out below summarizes certain material Spanish taxation considerations relating to the acquisition, ownership and disposition of Santander Parent Depositary Shares by a Qualifying Shareholder (as defined herein). This summary is based on current Spanish law and practice, which are subject to change, possibly with retroactive effect.

The following description is intended as a general guide only. It applies solely to holders of Santander Parent Depositary Shares that are resident in the United States or Brazil for the purposes of (i) the Convention between the United States of America and the Kingdom of Spain for the avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to taxes on income, together with a related protocol, signed at Madrid on February 22, 1990 as amended by protocol signed on 14 January 2013 (the “U.S.-Spain Treaty”); or (ii) the Convention between the Brazilian Federal Republic and the Kingdom of Spain for the avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to taxes on income, together with a related protocol, signed at Brasilia on November 14, 1974 as amended (the “Brazil-Spain Treaty” and, together with the U.S.-Spain Treaty, the “Treaties”) and are the beneficial owners of such Santander Parent Depositary Shares and their income and are entitled to the benefits of the corresponding Treaty, without any limitation and who (iii) do not carry on business activities through a permanent establishment in Spain to which their Santander Parent Depositary Shares are effectively connected, and (iv) do not act through a non-cooperative jurisdiction for Spanish tax purposes (as defined in the First Additional provision of Law 36/2006, of November 29, on measures for the prevention of tax fraud, as amended by Law 11/2021, of July 9, and Order HFP/115/2023, of February 9, as amended (a “Qualifying Shareholder”).

This summary does not purport to be a complete analysis or description of all the potential tax consequences arising from the acquisition, ownership or disposition of Santander Parent Depositary Shares. Nor does it address all tax considerations that may be relevant to all categories of prospective investors, some of whom may be subject to special rules. In particular, this section does not address the Spanish tax consequences applicable to “look-through” entities (such as trusts or estates) that may be subject to the tax regime applicable to non-Spanish entities under the Spanish NRIT Tax Law, approved by Royal Legislative Decree 5/2004, of March 5 (the “Spanish NRIT Law”), to individuals who acquire the Santander Parent Depositary Shares by reason of employment, or to pension funds or collective investment undertakings in transferrable securities.

Holders of Santander Parent Depositary Shares who do not fall within the above definition of “Qualifying Shareholder” or who are uncertain as to their tax status or obligations, should consult their own professional advisors without delay.

This summary of certain material Spanish taxation considerations is provided for general information purposes only and does not constitute tax advice. Holders are strongly encouraged to consult their tax advisors regarding the application of Spanish tax law to their particular circumstances, as well as any tax consequences arising under the laws of any other relevant taxing jurisdiction or pursuant to any applicable tax treaty.

As general rule, no charge to Spanish tax (including Spanish Transfer Tax or Value Added Tax) will arise to Qualifying Shareholders in respect of the exchange offers or the receipt by them of Santander Parent Depositary Shares. In particular, the acquisition of Santander Parent Depositary Shares by a Qualifying Shareholder in exchange of Santander Brasil Securities in the context of the transaction shall not be subject to Spanish NRIT pursuant to the Spanish NRIT Law. However, if a Qualifying Shareholder receives a cash payment in lieu of the corresponding fractional Santander Parent ADSs or Santander Parent BDSs as a consequence of the sale of the fractional Santander Parent ordinary shares in the Spanish Stock Exchanges underlying such fractional Santander Parent ADSs or Santander Parent BDSs as set forth herein, any potential capital gain triggered from the sale would be exempt from NRIT under Spanish NRIT Law.

The acquisition (other than pursuant to a gift or inheritance) of Santander Parent Depositary Shares shall generally be subject to Spanish Financial Transactions Tax (“FTT”) at a rate of 0.2%, unless the delivery of such

Santander Parent Depositary Shares qualifies as a primary market transaction under Law 5/2020, of October 15, of Financial Transactions Tax (the “Spanish FTT Law”). Accordingly, the delivery of Santander Parent Depositary Shares in connection with the share capital increase undertaken by Santander in connection with the transaction shall be exempt from Spanish FTT.

Under the Spanish NRIT Law, dividends are generally subject to NRIT at a 19% rate. This tax rate may be reduced under the provisions of the Treaties.

In particular, withholding tax shall be applicable by Santander on the gross amount of dividends at the general tax rate referred to above, following the procedures set forth by the Order of April 13, 2000. However, under the Treaties and subject to the fulfilment of certain requirements, Qualifying Shareholders may be entitled to a general reduced rate of 15%.

To benefit from the U.S.-Spain Treaty’s general reduced rate of 15%, the corresponding Qualifying Shareholder shall provide the Santander Parent ADS Depositary with a certificate from the IRS stating that to the knowledge of the IRS, such Qualifying Shareholder is a resident of the United States within the meaning of the U.S.-Spain Treaty. Likewise, to benefit from Brazil-Spain Treaty’s general reduced rate of 15%, the corresponding Qualifying Shareholder shall provide the Santander Parent BDS Depositary with a certificate from the Brazilian tax authorities stating that to their knowledge, such Qualifying Shareholder is a resident of Brazil within the meaning of the Brazil-Spain Treaty. Such certificates will be valid for one year from the date of issue, unless they include a specific year for which a tax resident is considered, in which case the certificates will be deemed applicable during that year.

According to the Order of April 13, 2000, to have access to the direct application of the Treaties-reduced rate of 15%, the certificates referred to above shall be provided to the relevant Depositary before the tenth day following the end of the month in which the dividends were distributed by Santander. If the Qualifying Shareholder fails to timely provide the Depositary with the required documentation, the Qualifying Shareholder may obtain a refund of the amount withheld exceeding 15% that would result from the Spanish tax authorities in accordance with the procedures below.

According to Spanish Regulations on NRIT, approved by Royal Decree 1776/2004, dated July 30, 2004, as amended, and the Order EHA/3316, dated December 17, 2010, a refund of the amount withheld in excess of the rate provided by the Treaties can be obtained from the relevant Spanish tax authorities. To pursue the refund claim, the Qualifying Shareholder shall be required to file all of the following:

For the purposes of the Spanish refund procedure, the Qualifying Shareholder would be required to file Form 210 (together with the corresponding documentation) within the period from February 1 of the year following the year in which the NRIT was withheld and ending four years after the end of the filing period in which those withholding taxes were reported and paid. The Spanish tax authorities must make the refund within six months after the refund claim is filed. If such period lapses without receipt of the refund, the Qualifying Shareholder is entitled to receive interest for late payment on the amount of the refund claimed. For further details, prospective holders should consult their tax advisors.

Under Spanish tax law, any capital gains derived from the transfer of securities issued by Spanish tax residents are deemed to be Spanish-source income and, therefore, are taxable in Spain. Capital gains and losses will be calculated separately for each transaction, and losses may not be offset against capital gains.

As a result, income from the sale of Santander Parent Depositary Shares will in general be treated as capital gains for Spanish tax purposes subject to NRIT at a 19% rate, unless the U.S.-Spain Treaty applies.

Under the U.S.-Spain Treaty, capital gains realized by Qualifying Shareholders upon the disposition of Santander Parent Depositary Shares will not be taxed in Spain. For these purposes, Qualifying Shareholders are required to establish that are entitled to the exemption by providing to the relevant Spanish tax authorities an IRS certificate of residence in the United States, together with the appropriate Spanish 210 Form, between January 1 and January 20 of the calendar year following the year in which the transfer of Santander Parent Depositary Shares occurred.

Under the Brazil-Spain Treaty, capital gains realized by Qualifying Shareholders upon the disposition of Santander Parent Depositary Shares will subject to NRIT in Spain at the general rate of 19%. For further details, prospective holders should consult their tax advisors (including for the application of any tax credits in their jurisdiction of tax residence).

Qualifying Shareholders, who are individuals, may be subject to the Spanish wealth tax pursuant to Spanish Law 19/1991, which imposes a tax on property and rights located in Spain or that can be exercised within the Spanish territory on the last day of any year. The Spanish tax authorities might take the view that all ADSs or BDSs representing shares of Spanish corporations are located in Spain for Spanish tax purposes. If such a view were to prevail, Qualifying Shareholders who held Santander Parent Depositary Shares on the last day of any year would be subject to the Spanish wealth tax for such year, which would be calculated based on the average market value of Santander ordinary shares during the last quarter of such year (this average price of listed shares is published in the Official State Gazette every year). Notwithstanding the above, the first €700,000 of net wealth owned by an individual (resident or non-resident) will be exempt from taxation.

As a result of the above, Qualifying Shareholders who hold or held Santander Parent Depositary Shares, or other assets or rights located in Spain according to Spanish wealth tax law, on the last day of the year, the combined value of which exceeds €700,000 might be subject to the Spanish wealth tax on that excess amount at marginal rates varying between 0.2% and 3.5%, and would be obliged to file the corresponding wealth tax return.

On December 28, 2022, Law 38/2022 introduced a solidarity tax on large fortunes as a temporary measure that would be implemented in 2023 and 2024 for the 2022 and 2023 tax years. This is a complementary tax to Spanish wealth tax for high net-worth individuals, which is charged on net assets over €3 million establishing a progressive tax rate from 0% up to €3 million, 1.7% up to €5.3 million, 2.1% up to €10 million and to 3.5% for a net wealth of over €10 million. The Royal Decree-Law of December 28, 2023 extended indefinitely its application and added the exemption from taxation for the first €700,000 euros for non-resident taxpayers.

Because of its complementary nature with the current wealth tax, the legislative text provides that the amount an individual pays in wealth tax may be deducted from the solidarity tax in order to avoid double taxation between the solidarity tax and the wealth tax.

Transfers of Santander Parent Depositary Shares upon death or by gift are subject to Spanish inheritance and gift taxes pursuant to Spanish Law 29/1987 if the transferee is a resident of Spain for tax purposes, or if the Santander Parent Depositary Shares are located in Spain at the time of gift or death, or the rights attached thereto could be exercised or have to be fulfilled in the Spanish territory, regardless of the residence of the beneficiary. In this regard, the Spanish tax authorities might determine that all Santander Parent Depositary Shares representing shares of Spanish corporations are located in Spain for Spanish tax purposes. The applicable tax rate, after applying all relevant factors, ranges between 0% and 81.6% for individuals. Non-Spanish resident taxpayers (both EU and non-EU citizens) receiving assets located in Spain by way of inheritance or donation will be eligible to apply the same benefits or tax reductions that a Spanish resident taxpayer of such region would be entitled to recognize.

Gifts granted to corporations that are non-resident in Spain are subject to NRIT at a 19% rate on the fair market value of the shares as a capital gain. If the donee is a U.S. corporation, the exclusions available under the U.S.-Spain Treaty described in the section “—Taxation of Capital Gains” above will be applicable.

The subscription, acquisition, and transfer of Santander Parent Depositary Shares shall generally be exempt from Spanish Transfer Tax and Value Added Tax. No Spanish Stamp Duty or registration tax shall be payable in connection with such subscription, acquisition, or transfer.

In certain circumstances, the Spanish tax authorities may impose penalties for failure to comply with the Spanish tax requirements described above. In some cases, such penalties may be calculated based on the amount of tax payable.

The acquisition of Santander Parent Depositary Shares or Santander ordinary shares will be subject to Spanish FTT at a 0.2% tax rate except for (i) the acquisition of Santander ordinary shares exclusively aimed at the issuance of Santander Parent Depositary Shares; (ii) the acquisition of Santander Parent Depositary Shares in exchange for the supply of the Santander ordinary shares that will be represented by the depositary receipts; and (iii) transactions to cancel Santander Parent Depositary Shares via supply of the Santander ordinary shares represented by them.

Prospective investors are advised to seek their own professional advice regarding the potential implications of the Spanish FTT.

The following summary describes the material U.S. federal income tax consequences of the U.S. exchange offer with respect to the Santander Brasil Securities and the ownership and disposition of Santander Parent ordinary shares or Santander Parent ADSs, but it does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a particular person’s decision to participate in the exchange offer. The summary applies only to U.S. Holders (as defined below) that hold such shares, units or ADSs as capital assets for U.S. federal income tax purposes. In addition, it does not describe all of the tax consequences that may be relevant in light of the U.S. Holder’s particular circumstances, including the potential application of the provisions of the Internal Revenue Code of 1986, as amended (the “Code”) known as the Medicare contribution tax, state, local or non-United States tax laws, and tax consequences applicable to U.S. Holders subject to special rules, such as:

If an entity that is classified as a partnership for U.S. federal income tax purposes holds shares, units or ADSs, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships holding shares, units or ADSs and partners in such partnerships should consult their tax advisors as to the particular U.S. federal income tax consequences of participating in the exchange offer.

This summary is based on the Code, administrative pronouncements, judicial decisions, final, temporary and proposed Treasury Regulations, and the U.S.-Spain Treaty (the “Treaty”), all as of the date hereof, changes to any of which may affect the tax consequences described herein, possibly with retroactive effect. In addition, this summary assumes that each obligation provided for in or otherwise contemplated by the deposit agreement or any other related document will be performed in accordance with its terms. U.S. Holders are urged to consult their own tax advisors as to the U.S., Brazilian, Spanish and other tax consequences of participating in the exchange offer.

As used in this “—Material United States Federal Income Tax Considerations” section, a “U.S. Holder” is, for U.S. federal income tax purposes, a beneficial owner of Santander Brasil Securities, Santander Parent ordinary shares or Santander Parent ADSs that is eligible for the benefits of the Treaty and is:

In general, for U.S. federal income tax purposes, U.S. Holders of Santander Brasil ADSs and Santander Parent ADSs will be treated as the owners of the underlying shares represented by those ADSs. Accordingly, no gain or loss will be recognized if a U.S. Holder exchanges Santander Brasil ADSs or Santander Parent ADSs for the underlying shares represented by those ADSs.

Certain Treasury Regulations (the “Foreign Tax Credit Regulations”) may in some circumstances prohibit a U.S. person (as defined in the Code) from claiming a foreign tax credit with respect to certain non-U.S. taxes that are not creditable under applicable income tax treaties. The IRS has released notices which indicate that the Treasury Department and the IRS are considering amendments to the Foreign Tax Credit Regulations and provide temporary relief from certain of their provisions for taxable years ending before the date that a notice or other guidance withdrawing or modifying the temporary relief is issued (or any later date specified in such notice or other guidance). Accordingly, all U.S. investors should consult their tax advisors regarding the creditability or deductibility of any Brazilian taxes imposed on the exchange and U.S. investors that are ineligible for the benefits of the Treaty should consult their tax advisors regarding the creditability or deductibility of any Spanish taxes imposed on dividends on, or dispositions of, Santander Parent ordinary shares or Santander Parent ADSs.

The rules governing foreign tax credits are complex and, therefore, U.S. Holders are urged to consult their own tax advisors to determine whether they are subject to any special rules that limit their ability to make effective use of foreign tax credits.

The receipt of Santander Parent ADSs and cash (if any) in exchange for Santander Brasil Securities will be a taxable transaction for U.S. federal income tax purposes. A U.S. Holder that exchanges Santander Brasil Securities for Santander Parent ADSs pursuant to the exchange offer will generally recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the amount realized on the exchange (including amounts realized as a result of an adjustment to the exchange ratio as described above in “The Exchange Offers—Adjustments to the Consideration”) and the U.S. Holder’s tax basis in the Santander Brasil Securities exchanged, in each case determined in U.S. dollars. The amount realized by a U.S. Holder on the exchange will be the fair market value of any Santander Parent ADSs received in the exchange, as determined in U.S. dollars, plus the U.S. dollar value of any cash received in consideration for fractional Santander Parent ADSs.

A U.S. Holder will have a tax basis in the Santander Parent ADSs received in the exchange equal to their fair market value on the date of the exchange, and the U.S. Holder’s holding period with respect to such Santander Parent ADSs received will begin on the day after the date of the exchange.

Gain or loss must be calculated separately for each block of Santander Brasil Securities exchanged by the U.S. Holder. Based on Santander Brasil’s public filings, Santander Parent believes that Santander Brasil was not a “passive foreign investment company” for U.S. federal income tax purposes (a “PFIC”) for its taxable year ended December 31, 2025. Assuming that Santander Brasil is not and has not been a PFIC, such gain or loss generally will be capital gain or loss and generally will be long-term capital gain or loss if the Santander Brasil Securities have been held for more than one year. This gain or loss will generally be U.S.-source gain or loss for foreign tax credit purposes.

Subject to certain generally applicable limitations that may vary depending upon a U.S. Holder’s circumstances and subject to the discussion above under “—Foreign Tax Credits,” Brazilian taxes that may be imposed upon the receipt of Santander Parent ADSs and cash (if any) in exchange for Santander Brasil Securities pursuant to the exchange offer will generally be treated as foreign income taxes eligible for a credit against a U.S. Holder’s U.S.  federal income tax liability. A U.S. Holder will be entitled to use these foreign tax credits to offset only the portion of its U.S. tax liability that is attributable to foreign-source income. This limitation on foreign taxes eligible for credit is calculated separately with regard to specific classes of income. Because a U.S. Holder’s gains from the receipt of Santander Parent ADSs and cash (if any) will generally be treated as U.S.-source income, this limitation may preclude a U.S. Holder from claiming a credit for all or a portion of the foreign taxes imposed on any such gains. U.S. Holders should consult their tax advisors as to whether these Brazilian taxes may be creditable against the U.S. Holder’s U.S. federal income tax liability. Instead of claiming a credit, a U.S. Holder may, at its election, deduct such otherwise creditable Brazilian income taxes in computing taxable income, subject to generally applicable limitations under U.S. law. An election to deduct foreign taxes instead of claiming foreign tax credits applies to all foreign taxes paid or accrued in the taxable year. The rules governing foreign tax credits are complex and, therefore, U.S. Holders are urged to consult their own tax advisors to determine whether they are subject to any special rules that limit their ability to make effective use of foreign tax credits.

To the extent paid out of Santander Parent’s current or accumulated earnings and profits (as determined in accordance with U.S. federal income tax principles), distributions made with respect to Santander Parent ADSs and Santander Parent ordinary shares will be includible in the income of a U.S. Holder as foreign-source ordinary dividend income. The amount of any distribution will include any Spanish withholding tax withheld on such distribution. Because Santander Parent does not maintain calculations of its earnings and profits under U.S. federal income tax principles, it is expected that distributions generally will be reported to U.S. Holders as dividends. These dividends will be included in a U.S. Holder’s income on the date of the U.S. Holder’s (or in the case of Santander Parent ADSs, the depositary’s) receipt of the dividends, and will not be eligible for the “dividends-received deduction” generally allowed to corporations receiving dividends from domestic corporations under the Code. The amount of the distribution will equal the U.S. dollar value of the euros received, calculated by reference to the exchange rate in effect on the date that distribution is received (which, for U.S. Holders of Santander Parent ADSs, will be the date that distribution is received by the depositary), whether or not the depositary or U.S. Holder in fact converts any euros received into U.S. dollars at that time. If the dividend is converted into U.S. dollars on the date of receipt, a U.S. Holder generally will not be required to recognize foreign currency gain or loss in respect thereof. A U.S. Holder may have foreign currency gain or loss if the euros are converted into U.S. dollars after the date of receipt. Any gain or loss resulting from the conversion of euros into U.S. dollars will be treated as ordinary income or loss, as the case may be, and will be U.S.-source. The foregoing does not apply to certain pro rata distributions of Santander Parent’s capital stock or rights to subscribe for shares of its capital stock.

A scrip dividend will be treated as a distribution of property, even if a U.S. Holder elects to receive the equivalent amount in Santander Parent ordinary shares. In that event, the U.S. Holder will be treated as having received the U.S. dollar fair market value of the Santander Parent ordinary shares on the date of receipt, and that amount will be the U.S. Holder’s tax basis in those shares. The holding period for the Santander Parent ordinary shares will begin on the following day.

Subject to generally applicable limitations that may vary depending upon a U.S. Holder’s individual circumstances and the discussion of the PFIC rules below, under current law, dividends paid to certain non-corporate U.S. Holders may be taxable at rates applicable to long-term capital gains. A U.S. Holder must satisfy minimum holding period requirements in order to be eligible to be taxed at these favorable rates. Non-corporate U.S. Holders are urged to consult their own tax advisors regarding the availability of the reduced rate on dividends in their particular circumstances.

Subject to certain generally applicable limitations that may vary depending upon a U.S. Holder’s circumstances and subject to the discussion above under “—Foreign Tax Credits,” a U.S. Holder electing to apply the benefits of the Treaty will be entitled to a credit against its U.S. federal income tax liability for Spanish income taxes withheld at a rate not exceeding the rate provided by the Treaty. Spanish income taxes withheld in excess of the rate applicable under the Treaty will not be eligible for credit against a U.S. Holder’s federal income tax liability. See “—Spanish Tax Consequences—Spanish Standard Refund Procedure” for a discussion of how to obtain amounts withheld in excess of the applicable Treaty rate. The limitation on foreign taxes eligible for credit is calculated separately with regard to specific classes of income. Instead of claiming a credit, a U.S. Holder electing to apply the benefits of the Treaty may, at its election, deduct such otherwise creditable Spanish taxes in computing taxable income, subject to generally applicable limitations. An election to deduct foreign taxes instead of claiming foreign tax credits applies to all taxes paid or accrued in the taxable year to foreign countries and possessions of the United States.

The rules governing foreign tax credits are complex, and U.S. Holders are urged to consult their own tax advisors to determine whether they are subject to any special rules that limit their ability to make effective use of foreign tax credits.

A U.S. Holder will realize gain or loss on the sale or exchange of Santander Parent Securities in an amount equal to the difference between the U.S. Holder’s tax basis in the Santander Parent Securities and the amount realized on the sale or exchange, in each case as determined in U.S. dollars. Subject to the discussion of the PFIC rules below, the gain or loss will be capital gain or loss and will be long-term capital gain or loss if the U.S. Holder held the Santander Parent Securities for more than one year. This gain or loss will generally be U.S.-source gain or loss for foreign tax credit purposes.

However, subject to certain generally applicable limitations that may vary depending upon a U.S. Holder’s circumstances and subject to the discussion above under “—Foreign Tax Credits,” U.S. Holders that are eligible for benefits under the Treaty may be able to elect to treat the gain as foreign-source income under the Treaty and claim a foreign tax credit in respect of Spanish taxes on disposition gains. The Foreign Tax Credit Regulations generally preclude a U.S. Holder from claiming a foreign tax credit with respect to Spanish income taxes on gains from dispositions if the U.S. Holder does not elect to apply the benefits of the Treaty. However, in that case it is possible that any Spanish taxes on disposition gains may either be deductible or reduce the amount realized on the disposition.

The rules governing foreign tax credits are complex. U.S. Holders are urged to consult their own tax advisors regarding the consequences of the imposition of any non-U.S. tax on disposition gains and the creditability or deductibility of the non-U.S. taxes in their particular circumstances (including any applicable limitations).

Santander Parent believes that it was not a PFIC for U.S. federal income tax purposes for the 2025 taxable year. However, because Santander Parent’s PFIC status depends upon the composition of its income and assets and the fair market value of its assets (including, among others, less than 25% owned equity investments) from time to time, and upon certain proposed Treasury Regulations that are not yet in effect but are proposed to become effective for taxable years after December 31, 1994, there can be no assurance that Santander Parent was not or will not be a PFIC for any taxable year. In addition, if certain proposed Treasury Regulations are finalized in their current form, our PFIC status will also depend on the location of activities that produce active banking income and the location of our customers.

If Santander Parent were a PFIC for any taxable year during which a U.S. Holder owned Santander Parent ordinary shares or Santander Parent ADSs, any gain recognized by a U.S. Holder on a sale or other disposition of

Santander Parent Securities would be allocated ratably over the U.S. Holder’s holding period for the Santander Parent Securities. The amounts allocated to the taxable year of the sale or other exchange and to any year before Santander Parent became a PFIC would be taxed as ordinary income. The amounts allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, for that taxable year, and an interest charge would be imposed on the amount allocated to each of those taxable years. Further, any distribution in respect of Santander Parent Securities in excess of 125% of the average of the annual distributions on Santander Parent Securities received by the U.S. Holder during the preceding three years or the U.S. Holder’s holding period, whichever is shorter, would be subject to taxation as described above. Certain elections may be available that would result in alternative treatments (such as mark-to-market treatment) of the Santander Parent Securities.

In addition, if Santander Parent were a PFIC in a taxable year in which it paid a dividend or the prior taxable year, the reduced rate on dividends discussed above with respect to certain non-corporate U.S. Holders would not apply.

If Santander Parent were a PFIC for any taxable year during which a U.S. Holder owned Santander Parent ADSs, the U.S. Holder would generally be required to file IRS Form 8621 with its annual U.S. federal income tax return, subject to certain exceptions.

Payment of dividends and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries generally are subject to information reporting, and may be subject to backup withholding, unless (i) the U.S. Holder is an exempt recipient or (ii) in the case of backup withholding, the U.S. Holder provides a correct taxpayer identification number and certifies that it is not subject to backup withholding. The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a credit against the U.S. Holder’s U.S. federal income tax liability and may entitle the U.S. Holder to a refund, provided that the required information is timely furnished to the IRS.

Certain U.S. Holders who are individuals may be required to report information relating to their ownership of an interest in certain foreign financial assets, including stock of a non-U.S. entity, subject to certain exceptions (including an exception for publicly traded stock and interests held in custodial accounts maintained by a U.S. financial institution). Certain U.S. Holders that are entities may be subject to similar rules in the future. U.S. Holders are urged to consult their tax advisors regarding the effect, if any, of this requirement on the ownership and disposition of Santander Parent Securities.

If you tender Santander Brasil shares or Santander Brasil units into the Brazilian exchange offer through the Auction, you must pay two combined fees to B3 and the Central Depositary, respectively, in an aggregate amount equal to 0.0345% of the value of the exchange transaction. In addition, if your Santander Brasil shares, Santander Brasil units or Santander Brasil ADSs are tendered into the exchange offers by your broker, dealer, commercial bank, trust company or other nominee, you will be responsible for any fees or commissions they may charge you in connection with such tender. Finally, you will be responsible for all governmental charges and taxes payable in connection with tendering your Santander Brasil shares, Santander Brasil units or Santander Brasil ADSs.

Santander Parent ordinary shares are currently listed on the Spanish Stock Exchanges through the Automated Quotation System under the ticker symbol “SAN.”

Santander Parent ordinary shares are listed on the London (in the form of CREST depository interests) and Warsaw stock exchanges under the ticker symbol “BNC” and “SAN,” respectively, and in the International Quotation System of the Mexican stock exchange under the ticker symbol “SANN.”

Santander Parent submitted an application to B3 to register the Santander Parent BDSs representing Santander Parent ordinary shares to be issued pursuant to the Brazilian exchange offer for trading on the B3. The application is expected to become effective and trading of the BDSs exchanged in the Brazilian exchange offer is expected to commence on the [—] business day after the Auction, although the registration of the Santander Parent BDSs program will be obtained before such date. Santander Parent expects that the Santander Parent BDSs to be issued pursuant to the Brazilian exchange offer will trade under the symbol “BSAN11” on the B3.

Santander Parent will submit an application to list the Santander Parent ADSs representing Santander Parent ordinary shares to be issued pursuant to the U.S. exchange offer for trading on the NYSE. The application is expected to become effective no later than by the settlement of the U.S. exchange offer. Santander Parent ADSs currently trade under the ticker symbol “SAN” on the NYSE.

There are no appraisal or similar rights available to holders of Santander Brasil shares, Santander Brasil units or Santander Brasil ADSs in connection with the exchange offers.

Following completion of the exchange offers and the acquisition of tendered Santander Brasil securities pursuant to the Auction, less than 15% of the Santander Brasil ordinary shares and the Santander Brasil preferred shares (including, in each case, those underlying Santander Brasil units and Santander Brasil ADSs) will be held by persons other than Santander Parent and its affiliates or related persons (pessoas vinculadas). As a result, pursuant to the requirements of the CVM, all holders of Santander Brasil shares, Santander Brasil units and Santander Brasil ADSs that were not acquired in the exchange offers will have the option to sell (the “put right”) such Santander Brasil shares, Santander Brasil units and Santander Brasil ADSs to Santander Parent at any time during the 30 calendar days following the date of the Auction for the same number of Santander Parent ordinary shares (in the form of Santander Parent ADSs or Santander Parent BDSs, as applicable) that they would have received pursuant to the exchange offers in respect of their Santander Brasil shares, Santander Brasil units or Santander Brasil ADSs, subject to the adjustment set forth under “—Adjustments to the Consideration.” The exchange ratio applicable to the put right will not be adjusted by reference to the Selic rate or any other rate, because the consideration payable in the exchange offers consists of securities rather than cash.

In order to exercise such put right during the subsequent offering period, holders of Santander Brasil shares and Santander Brasil units that would have been entitled to tender into the Brazilian exchange offer through the Auction prior to the expiration date should (i) send a written notification to Santander Brasil, in its capacity as instituição intermediária (intermediary institution) for purposes of the Brazilian exchange offer (the “Intermediary Institution”), with a copy to the Intermediary Institution’s Book-Entry Shares Department, under the subject line “Santander Offer: Exercise of the Additional Obligation Option” and (ii) visit a branch of the Intermediary Institution in Brazil in person or through an attorney-in-fact and execute a specific exchange agreement in respect of their Santander Brasil shares and/or Santander Brasil units, copies of which will be available at such branches.

Holders of Santander Brasil ADSs and U.S. holders of Santander Brasil shares and Santander Brasil units who wish to exercise such put right during the subsequent offering period to tender into the U.S. exchange offer through the U.S. exchange agent, should follow the same procedures for tendering securities that apply prior to the expiration date.

As a result of this put right, holders of Santander Brasil Securities will be entitled to tender their Santander Brasil shares, Santander Brasil units and/or Santander Brasil ADSs during the subsequent offering period as follows. Santander Parent will announce two (2) successive tendering periods. The first tendering period will begin on the first business day of the subsequent offering period, which will be the first business day after the expiration date, and will remain open for 12 business days. The second tendering period will begin immediately following the expiration of the first tendering period and will remain open for the number of business days required to complete the 30-calendar-day subsequent offering period. We expect that holders exercising their put right during any such tendering period will receive the Santander Parent ADSs and/or Santander Parent BDSs that they are entitled to receive pursuant to the exercise of such put right after such tendering period.

Except as otherwise disclosed in this section, Santander Parent is not aware of any other material regulatory approvals or other regulatory actions required for the consummation of the exchange offers. Should any such approval or other action be required, we currently contemplate that such approval or other action will be sought. We are unable to predict whether such approval or other action may determine that we are required to delay the acceptance for exchange of securities tendered pursuant to the exchange offers pending the outcome of any such matter. There can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that if such approvals were not obtained or such other actions were not taken adverse consequences might not result to Santander Brasil’s business or the exchange offers. Our obligation under the exchange offers to accept for exchange the Santander Brasil shares, Santander Brasil units and Santander Brasil ADSs is subject to the conditions as described above under the caption “—Conditions to Completion of the Exchange Offers.”

As discussed above under the heading “—Conditions to Completion of the Exchange Offers” of this offer to exchange/prospectus beginning on page 54, the exchange offers are subject to the condition that none of the approvals or authorizations required in connection with the exchange offers be revoked, amended, modified or supplemented in any way that could reasonably be expected to materially impede or interfere with, delay, postpone or adversely affect the completion of the exchange offers. While Santander Parent does not expect any of the required approvals or authorizations to be revoked or amended, modified or supplemented in any way once obtained, there can be no assurances that the relevant regulators will not take any such actions or that litigation challenging these approvals and authorizations will not be commenced, any of which could cause Santander Parent to elect to terminate the exchange offers without the acceptance of Santander Brasil shares, Santander Brasil units or Santander Brasil ADSs thereunder.

The right to convert dividend payments and proceeds from the sale of Brazilian securities into foreign currency and to remit those amounts outside Brazil is subject to restrictions under foreign investment regulations, which require, among other things, the electronic registration of the relevant investment with the Central Bank of Brazil. The Bank of New York Mellon, as the Santander Brasil ADS depositary, holds an electronic registration for the Santander Brasil units underlying the Santander Brasil ADSs.

If you want to tender your Santander Brasil ADSs into the Brazilian exchange offer through the Auction on the B3, as described in this section above under “—Holders of Santander Brasil ADSs—Withdrawal of Santander Brasil Units Represented by Santander Brasil ADSs,” you must withdraw from the Santander Brasil ADR program the Santander Brasil units you wish to tender. You must then obtain your own electronic registration by registering your investment in the Santander Brasil units as a foreign portfolio investment under Joint Central Bank of Brazil/CVM Resolution 13.

Under Joint Central Bank of Brazil/CVM Resolution 13, foreign investors may invest in almost all financial assets and engage in almost all transactions available in the Brazilian financial and capital markets, provided that certain requirements are met. Nevertheless, trading of securities is restricted to transactions carried out on the stock exchanges or organized over-the-counter markets licensed by the CVM.

Under Joint Central Bank of Brazil/CVM Resolution 13, a foreign portfolio investor must:

If you hold Santander Brasil ADSs and you want to tender them into the U.S. exchange offer through the U.S. exchange agent in the form of Santander Brasil units, you must withdraw from the Santander Brasil ADR program the Santander Brasil units you wish to tender. You must then obtain your own registration by registering your investment in the Santander Brasil units as a Foreign Direct Investment under Law 14,286 and Central Bank Resolution 278. This process may take approximately seven (7) Brazilian business days to complete.

Investors with Foreign Direct Investments may sell their shares in both private and open market transactions, but these investors will generally be subject to less favorable tax treatment on capital gains.

Under Law 14,286 and Central Bank Resolution 278, a foreign direct investor must:

The Brazilian company receiving the investment is responsible for reporting the Foreign Direct Investment to the Central Bank of Brazil through the SCE-IED system.

If you want to withdraw the Santander Brasil units underlying your Santander Brasil ADSs, you should begin the process of obtaining your own foreign investor registration in advance of surrendering your Santander Brasil ADSs to the Santander Brasil ADS depositary and withdrawing the Santander Brasil units underlying your Santander Brasil ADSs from the Santander Brasil ADR program. As stated above in this section, the registration process may take between 15 and 30 days to complete. If you do not timely complete this process, the custodian for the Santander Brasil ADS depositary for the Santander Brasil ADR program will neither effect the exchange nor deliver the Santander Brasil units underlying your Santander Brasil ADSs and will instruct the Santander Brasil ADS depositary to cancel the exchange and return the Santander Brasil ADSs to you.

Pursuant to Brazilian regulations, before commencement of the Brazilian exchange offer, Santander Parent must be registered as a foreign issuer in Category A with the CVM. In addition, the Santander Parent BDSs and the Brazilian exchange offer must be registered with the CVM. Santander Parent expects to obtain all registrations required no later than the commencement date. Pursuant to applicable Brazilian regulations, the Brazilian exchange offer must remain open for at least 20 calendar days.

In order to have the Santander Parent BDSs admitted to listing and trading on the B3, Santander Parent must be registered as a foreign issuer on the B3. In addition, the Santander Parent BDSs and the Brazilian exchange offer must be registered with B3. Santander Parent expects to obtain the B3 registrations by [—].

Under Santander Brasil’s bylaws, within 15 days after the publication of the exchange offer notice required by Brazilian law, the board of directors of Santander Brasil is required to prepare and disclose a reasoned prior opinion addressing (i) the convenience and opportunity of the exchange offers vis-à-vis the interests of the shareholders of Santander Brasil and the liquidity of their securities; (ii) the impact of the exchange offers on the interests of Santander Brasil; (iii) the announced strategic plans of the offeror in connection with Santander Brasil; and (iv) any other matters the board deems relevant. The opinion will be made available on the websites of Santander Brasil, the CVM and B3.

Santander Parent’s board of directors will propose that the shareholders of Santander Parent pass the relevant capital increase resolutions necessary to issue the shares of Santander Parent to be delivered in connection with the exchange offers (including any subsequent offering period). Such capital increase resolutions are expected to be passed at a general shareholders’ meeting to be held no later than the commencement date.

Due to the fact that the consideration for the share capital increase consists of non-cash contributions, Santander Parent will request, and the Commercial Registry of Cantabria is expected to appoint, an independent expert to issue a report with regard to the fair value of the Santander Brasil shares, Santander Brasil Units and Santander Brasil ADSs to be received by Santander Parent in the exchange offers as consideration. Such report shall contain a description of such securities, their value and whether their value is at least equal to the par value and, if applicable, the value of the issue premium of the Santander Parent ordinary shares to be issued in exchange therefor.

Pursuant to Spanish Law 6/2023 (March 17, 2023), as amended, and EU Prospectus Regulation (Regulation (EU) 2017/1129) (June 14, 2017), the issue of new Santander Parent ordinary shares does not require prior administrative authorization. However, Santander Parent will have to comply with certain information requirements and register with the CNMV an information prospectus or, alternatively, apply any of the available exemptions to such registration in accordance with the said regulations and make certain other filings with the CNMV for purposes of issuing the Santander Parent ordinary shares to be issued in connection with the exchange offers and having them listed on the Spanish Stock Exchanges.

During the exchange offer period, Santander Brasil shares and Santander Brasil units not tendered into the Brazilian exchange offer will continue to trade on the B3 and Santander Brasil ADSs not tendered into the U.S. exchange offer will continue to trade on the NYSE. Trading in Santander Brasil shares, Santander Brasil units and Santander Brasil ADSs may continue on the B3 and the NYSE, as applicable, after the completion of the exchange offers depending on the number of Santander Brasil shares, Santander Brasil units and Santander Brasil ADSs not acquired in the exchange offers. However, if a sufficient number of Santander Brasil shares, Santander Brasil units and Santander Brasil ADSs are acquired in the exchange offers, the Santander Brasil shares, Santander Brasil units and Santander Brasil ADSs may be delisted from the NYSE (as discussed below in this section under “—Reduced Liquidity; Deregistration”).

The acquisition of Santander Brasil shares, Santander Brasil units and Santander Brasil ADSs by Santander Parent pursuant to the exchange offers will reduce the number of holders of Santander Brasil shares, Santander Brasil units and Santander Brasil ADSs and the number of Santander Brasil shares, Santander Brasil units and Santander Brasil ADSs that might otherwise trade publicly and, depending on the number of Santander Brasil shares, Santander Brasil units and Santander Brasil ADSs acquired by Santander Parent pursuant to the exchange offers, could adversely affect the liquidity, market value and eligibility for inclusion in indices of any remaining Santander Brasil shares, Santander Brasil units and Santander Brasil ADSs held by the public.

Although Santander Parent does not currently intend to seek delisting of the Santander Brasil ADSs from the NYSE, Santander Parent may request the delisting in the future or, depending upon the number of Santander Brasil ADSs purchased pursuant to the U.S. exchange offer, the Santander Brasil ADSs may no longer meet the standards for continued listing on the NYSE and delisting the Santander Brasil ADSs may be required, which could further adversely affect the liquidity of the Santander Brasil ADSs.

According to the NYSE’s published guidelines, the NYSE would consider delisting the Santander Brasil ADSs if, among other things, (i) the total number of holders of Santander Brasil ADSs falls below 400, (ii) the total number of holders of Santander Brasil ADSs falls below 1,200 and the average monthly trading volume for Santander Brasil ADSs is less than 100,000 ADSs for the most recent 12 months or (iii) the number of publicly-held Santander Brasil ADSs (exclusive of holdings of officers and directors of Santander Brasil and their immediate families and other concentrated holdings of 10% or more) falls below 600,000. We have been informed by Santander Brasil that as of July 27, 2026, there were 11,923 beneficial holders of 1,280,095,277 Santander Brasil ADSs, of which approximately 164,016,451 Santander Brasil ADSs were publicly-held under the NYSE definition. Therefore, as of that date, the NYSE would consider delisting the Santander Brasil ADSs if (i) at least 96.64% of holders tendered all of their Santander Brasil ADSs into the U.S. exchange offer, (ii) at least 89.93% of holders tendered all of their Santander Brasil ADSs into the U.S. exchange offer and the average monthly trading volume for Santander Brasil ADSs fell below 100,000 ADSs for the previous 12 months or (iii) at least 99.63% of publicly-held Santander Brasil ADSs were tendered into the U.S. exchange offer.

If, as a result of the purchase of the Santander Brasil ADSs pursuant to the U.S. exchange offer, the Santander Brasil ADSs no longer meet the requirements of the NYSE for continued listing and the listing of the Santander Brasil ADSs is discontinued, the market for the Santander Brasil ADSs could be adversely affected. In the event the Santander Brasil ADSs were no longer listed on the NYSE, price quotations for the Santander Brasil ADSs might still be available from other sources. The extent of the public market for the Santander Brasil ADSs and availability

of such quotations would, however, depend upon factors such as the number of holders and/or the aggregate market value of the publicly-held Santander Brasil ADSs at such time, the interest in maintaining a market in the Santander Brasil ADSs on the part of securities firms, the possible termination of registration of the Santander Brasil ADSs under the Exchange Act as described below and other factors.

After completion of the Brazilian exchange offer, any outstanding Santander Brasil shares and Santander Brasil units will continue to trade on the B3. Santander Brasil will remain listed in B3’s Traditional Segment. Santander Parent does not currently have any plans to alter the corporate governance practices currently applying to Santander Brasil’s board of directors or modify the bylaws requirements. However, the offer may negatively affect the liquidity of the Santander Brasil shares and Santander Brasil units.

Santander Brasil shares and Santander Brasil units represented by Santander Brasil ADSs are currently registered under the Exchange Act. Santander Brasil may request that the SEC terminate this registration if Santander Brasil ADSs are neither listed on a U.S. national securities exchange or quotation system nor held by at least 300 holders that are residents of or located in the United States. Although it is not Santander Parent’s current intention, if the Santander Brasil ADSs are delisted from the NYSE, and Santander Brasil has fewer than 300 holders of its shares or units that reside or are located in the United States, the Santander Brasil ADSs may be deregistered under the Exchange Act. Termination of registration of the Santander Brasil ADSs under the Exchange Act would substantially reduce the information required to be furnished by Santander Brasil to holders of Santander Brasil ADSs and to the SEC and would make certain provisions of the Exchange Act no longer applicable to Santander Brasil. In addition, “affiliates” of Santander Brasil and persons holding “restricted securities” (each as defined under Securities Act Rule 144) of Santander Brasil, if any, may be deprived of the ability to dispose of such securities pursuant to Rule 144 promulgated under the Securities Act.

Santander Brasil ADSs currently constitute “margin securities” under the regulations of the Board of Governors of the U.S. Federal Reserve System (the “Federal Reserve”), which status has the effect of, among other things, allowing U.S. brokers to extend credit on the collateral of Santander Brasil ADSs for purposes of buying, carrying and trading in securities. If the Santander Brasil ADSs were to be delisted from the NYSE, and, consequently, there is no liquid market for the Santander Brasil ADSs, it is possible that following the U.S. exchange offer, the Santander Brasil ADSs might no longer constitute “margin securities” under the regulations of the Federal Reserve. As such, the Santander Brasil ADSs could no longer be used as collateral for the purpose of loans made by U.S. brokers.

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.

As Santander Brasil was controlled and consolidated by Santander Parent prior to the proposed transaction, the accounting treatment of the transaction will be recorded (i) in accordance with IFRS 10.23, which states: “Changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary are equity transactions (i.e., transactions with owners in their capacity as owners)” and (ii) taking into consideration guidance of IFRS 10.B96, which states: “When the proportion of the equity held by non-controlling interests changes, an entity shall adjust the carrying amounts of the controlling and non-controlling interests to reflect the changes in their relative interests in the subsidiary. The entity shall recognize directly in equity any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received, and attribute it to the owners of the parent.” Therefore, the Santander Group will recognize the difference between (i) the amount by which the non-controlling interests are adjusted and (ii) the fair value of the consideration paid (equity interest issued by Santander Parent) directly in equity and attributed to the owners of the parent.

Santander Parent retained The Bank of New York Mellon to act as the U.S. exchange agent to receive and hold Santander Brasil ADSs validly tendered into, and not withdrawn from, the U.S. exchange offer, for the benefit of Santander Parent. Santander Parent will pay the U.S. exchange agent reasonable and customary compensation for its services in connection with the U.S. exchange offer, will reimburse the U.S. exchange agent for its reasonable out-of-pocket expenses and will indemnify the U.S. exchange agent against certain liabilities and expenses.

Santander Parent has retained Sodali & Co. as information agent in the United States in connection with the U.S. exchange offer. The information agent may contact holders of Santander Brasil shares, Santander Brasil units or Santander Brasil ADSs by mail, telephone or other means and may request that brokers, dealers, commercial banks, trust companies and other nominees who hold Santander Brasil shares, Santander Brasil units or Santander Brasil ADSs on behalf of beneficial owners of these Santander Brasil shares, Santander Brasil units or Santander Brasil ADSs to forward material relating to the exchange offers to such beneficial owners. Santander Parent will pay the information agent reasonable and customary compensation for these services in addition to reimbursing the information agent for its reasonable out-of-pocket expenses. Santander Parent has agreed to indemnify the information agent against certain liabilities and expenses in connection with the exchange offers, including certain liabilities under the U.S. federal securities laws.

The expenses to be incurred in connection with the exchange offers to be paid by Santander Parent are estimated in the aggregate to be approximately U.S.$[—]. Such expenses include fees paid to financial advisors, the Appraiser, transaction-related accounting and legal fees, printing costs, consultants, other advisors and registration fees, among others. The following table sets forth the estimated fees and expenses that Santander Parent expects to incur in connection with the exchange offers:

The exchange offers are not conditioned upon any financing arrangements, and no funds have been borrowed for purposes of the exchange offers. Santander Parent will use general corporate funds to pay any cash requirements of the exchange offers.

Santander Parent has engaged Santander Brasil to act as the instituição intermediária (Intermediary Institution) for purposes of the Brazilian exchange offer pursuant to CVM Resolution 215. Acting through Santander Institucional Corretora de Câmbio e Valores Mobiliários S.A., the Intermediary Institution will provide an independent, irrevocable and unconditional guarantee of the financial settlement of the Brazilian exchange offer up to 4.4 billion Brazilian reais and will furnish certain services to Santander Parent, including brokerage and intermediation services on B3, assistance in obtaining registration of the Brazilian exchange offer with CVM and authorization of the Auction by B3 and other services necessary to complete the Brazilian exchange offer in compliance with applicable Brazilian law. The Intermediary Institution will remain responsible for fulfilling its regulatory duties under CVM Resolution 215.

Pursuant to Article 11 of CVM Resolution 215, the Intermediary Institution will guarantee the financial settlement of the Brazilian exchange offer, up to 4.4 billion Brazilian reais, in an amount equivalent to the obligation to deliver the Subscription Receipts to holders tendering into the Brazilian exchange offer and, subsequently, the

related Santander Parent BDRs and cash proceeds from the sale of fractions. Accordingly, if those securities or proceeds are not delivered when due, the Intermediary Institution will instead pay affected holders tendering into the Brazilian exchange offer an equivalent cash amount in Brazilian reais.

In addition, Santander Parent will provide a supplementary settlement guarantee by fiduciarily assigning certain bonds issued by the Brazilian National Treasury (Tesouro Nacional) and securities issued by the Brazilian National Treasury in an aggregate amount sufficient to cover any portion of the settlement exceeding the 4.4 billion Brazilian reais guaranteed by the Intermediary Institution. This collateral may be enforced only after the Intermediary Institution’s guaranteed amount has been fully exhausted or is insufficient, in which case the Intermediary Institution, acting as collateral agent, will sell the Brazilian National Treasury securities and apply the proceeds to any remaining shortfall.

If the Intermediary Institution makes any payment under the guarantee, the tendering holders will be deemed to have transferred the relevant Santander Brasil shares or Santander Brasil units to Santander Parent, any corresponding Subscription Receipts will be canceled, and Santander Parent will be required to promptly reimburse the Intermediary Institution in full for all amounts paid.

Santander Brasil maintains global long-term incentive plans under which eligible executives may receive incentive compensation expressed as a target number of Santander Group instruments. The determination of the incentive is subject to the achievement of pre-established performance indicators assessed over time. Santander Brasil also maintains deferral programs under which a portion of the variable compensation of statutory officers, certain employees whose activities have a material impact on the institution’s risk profile and other eligible employees may be deferred and paid in cash and/or share-based instruments, depending on the participant’s profile.

The Santander Group currently engages in, and expects from time to time in the future to engage in, financial and commercial transactions with Santander Brasil and its subsidiaries and affiliates, including in connection with the exchange offers.

Santander Brasil has credit lines outstanding with certain of its affiliates within the Santander Group. At December 31, 2025, borrowings and deposits from the Santander Group were not material. In addition, from time to time, Santander Brasil enters into certain transactions with the Santander Group and other related parties for the provision of consulting, advisory and advertising services. These transactions are conducted at arm’s-length, based on terms that would have been applied for transactions with third parties.

The transactions and remuneration of services between the Santander Group and Santander Brasil are made in the ordinary course of business on an arm’s-length basis under similar conditions, including interest rates, terms and guarantees, and involve no greater risk than transactions with unrelated parties carried out in the ordinary course and have no other disadvantages. See Item 7B “Related Party Transactions” in the Santander Brasil 2025 Form 20-F, incorporated by reference herein, for more information about certain relationships between Santander Parent and Santander Brasil.

Furthermore, in 2025, Santander Brasil entered into certain intra-group transactions as part of Santander Group’s global service platform strategy. These included: (i) a services and technology agreement with Santander Global Cards & Digital Solutions Brasil S.A. relating to card issuance, processing and payment platform infrastructure services. At the moment of the transaction the estimated value for the fiscal year of 2025 for this agreement was approximately R$106,000,000.00, based on the processing volume on the platform between January and December, and the agreement remains effective through December 2029; and (ii) an asset transfer by F1rst Tecnologia e Inovação Ltda. to Santander Global Technology and Operations Ltda. involving certain technology assets and activities. These transactions were undertaken to support the centralization and optimization of technology and operational services within the Santander Group’s global operating model. The asset transfer transaction had an aggregate value of R$95,774,251.12.

Santander Brasil enters into certain agreements with some affiliates of the Santander Group most notably Santander Serviços Digitais Brasil Ltda., Santander Global Technology and Operations Brasil Ltda., Getnet Plataforms Cards Brasil S.A.(new denomination of Santander Global Cards & Digital Solutions Brasil S.A.) and

PagoNxt Payments Brasil Ltda. for the outsourcing of certain products and services relating to Santander Brasil’s information technology platform, including software development, maintenance and cybersecurity. In August 2025, the hardware infrastructure services were migrated to Santander Service Digital S.L, as well as the resources that operate this service. Santander Parent believes that these services are provided on an arm’s-length basis with terms substantially similar to those available from other providers in the market.

Santander Brasil and Aquanima Brasil Ltda. (“Aquanima”), an affiliate of the Santander Group, have entered into agreements which offer procurement services to Santander Brasil. Santander Brasil procures solutions in trade negotiations, tactical and strategic purchasing, online procurement, supplier management, outsourcing, consulting, and vendor risk assessment from Aquanima. Santander Brasil’s relationship with Aquanima include the joint purchases of materials and services between different customers and other economic groups, which, in Santander Brasil’s view, allow for greater efficiency in price negotiations and rationalization of services, as well as the engagement of real estate management services. Santander Brasil paid Aquanima R$18 million in 2025, R$36 million in 2024 and R$42 million in 2023 for the services rendered in those years. The agreements entered into with Aquanima Brasil Ltda. were on an arm’s-length basis. At the beginning of 2026, Aquanima’s services were phased out. Subsequently, in May 2026, the company, together with its remaining operations and services, was merged into Santander Global Technology and Operations Brasil Ltda.

From time to time, Santander Brasil engages in lending and borrowing transactions to fund its operations and other miscellaneous transactions with various companies of the Santander Group, in compliance with restrictions on loans or advances imposed by Brazilian law. All such transactions between Santander Brasil and Santander Group companies are conducted on an arm’s-length basis with terms substantially similar to those available from other providers in the market. The balance owed to Santander Brasil by Santander Group and joint-controlled companies as of December 31, 2025 was R$10,865 million and R$28,767 million, respectively, and the amounts owed by Santander Brasil to Santander Group and joint-controlled companies as of December 31, 2025 were R$3,909 million and R$12,442 million, respectively. The gain/(losses) accounted by Santander Brasil due to transactions with Santander Group and joint-controlled companies for the year ended December 31, 2025 were R$2,029 million and R$615 million, respectively.

Santander Parent, the principal shareholder of Santander Brasil, does not have voting rights distinct from those of the other shareholders of Santander Brasil.

Once the proposed exchange offers have been completed, Santander Parent intends for Santander Brasil to continue its current operations as an affiliate of Santander Parent.

The primary regulator for each of the companies will continue to be the central bank of the country in which each company is incorporated, as follows.

In the case of Santander Parent, the European Central Bank is its primary regulator (in collaboration with the Bank of Spain (Banco de España) as national competent authority) and will continue to be the primary regulator of Santander Parent after the completion of the proposed exchange offer. Banco Central do Brasil will continue to be the primary regulator of Santander Brasil after completion of the proposed exchange offer.

The name, current principal occupation or employment, and material occupations, positions, offices or employment for the past five (5) years of each director and executive officer of Santander Parent are set forth below. The business address of each director and officer is Ciudad Grupo Santander, 28660 Boadilla del Monte (Madrid), Spain. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to employment with Santander Parent. None of the directors and officers of Santander Parent listed below has, during the past five (5) years, (i) been convicted in a criminal proceeding or (ii) been a party to any judicial or administrative proceeding that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws, or a finding of any violation of U.S. federal or state securities laws. Unless otherwise indicated, all directors and officers listed are citizens of Spain.

As of September 8, 2026, the directors and executive officers of Santander Parent owned, directly or indirectly, and were entitled to vote, approximately 206,240,875 Santander Parent ordinary shares, representing approximately 1.42% of the outstanding ordinary shares of Santander Parent.

Since the announcement of the exchange offers, Santander Parent, through certain identifiable business units, and certain of its affiliates have engaged and intend to continue to engage in various dealing and brokerage activities involving Santander Parent ordinary shares outside the United States.

Among other things, Santander Parent, either directly or through an affiliate, has engaged in dealings in Santander Parent ordinary shares from time to time, and intends to continue to do so, for its own account (i) to provide liquidity for Santander Parent ordinary shares or to supply additional securities, as needed, and (ii) to fulfill its obligations under employee share ownership and incentive share programs. In addition, since the announcement of the exchange offers, Santander Parent has purchased Santander Parent ordinary shares in connection with Santander Parent’s €5,030 million share buy-back program ended on August 21, 2026 and €1,825 million share buy-back program commenced on August 24, 2026. For further information, see the Santander Parent Share Buy-Back Program 6-K. Santander Parent will not engage in purchases of Santander Parent ordinary shares in connection with Santander Parent’s €1,825 million share buy-back program during the period from commencement through completion of the exchange offers, including the subsequent offering period described herein.

Certain mutual fund management companies, pension fund management companies, asset management companies, wealth management companies (including Santander Parent) and insurance companies that are affiliates of Santander Parent may have purchased and sold, and may continue to purchase and sell, Santander Parent ordinary shares and derivatives, as part of their ordinary investing activities and/or as part of the investment selections made by their clients. Santander Parent, through its derivatives business units, has also engaged, and intends to continue to engage, in dealings in Santander Parent ordinary shares and derivatives for the accounts of their respective customers for the purpose of market making of derivatives or of hedging their respective positions established in connection with certain derivatives activities (including listed and over-the-counter as options, warrants, convertible securities and other structured products related to Santander Parent ordinary shares or baskets or indices including Santander Parent ordinary shares, as well as index futures on the foregoing) relating to Santander Parent ordinary shares entered into by Santander Parent and its affiliates and their respective customers. Santander Parent, through its brokerage business units, has also engaged, and intends to continue to engage, in unsolicited brokerage transactions in Santander Parent ordinary shares with Santander Parent’s customers. Santander Parent, through certain identifiable business units, has also engaged, and intends to continue to engage, in stock borrowing/lending transactions and customer dividend reinvestment plan activities involving Santander Parent ordinary shares. These activities occurred and are expected to continue to occur through the automatic quotation system, on the Spanish Stock Exchanges, the stock exchanges of London and Warsaw, the International Quotation System of the Mexican stock exchange and in the over-the-counter market in Spain or elsewhere outside the United States.

In addition, Santander Parent’s affiliates in the United States also have engaged and may continue to engage in unsolicited brokerage and wealth management transactions in Santander Parent ordinary shares and Santander Parent ADSs in the United States. Santander Parent is not obliged to make a market in Santander Parent ordinary shares and any such market making may be discontinued at any time. All of these activities could have the effect of preventing or retarding a decline in the market price of the Santander Parent ordinary shares.

All of the foregoing activities will be effected in the ordinary course of business consistent with past practice, not for the purpose of facilitating the distribution, and will not include any repurchases or redemptions of Santander Parent ordinary shares or Santander Parent ADSs, by or on behalf of Santander Parent, during the period from commencement through completion of the exchange offers, including the subsequent offering period described herein.

You should read and consider the description of Santander Parent’s ordinary shares discussed under the caption “Description of Santander Ordinary Shares” included in the Santander Parent Webster F-4. See “Where You Can Find More Information” for the location of information incorporated by reference herein.

You should read and consider the description of Santander Parent’s American depositary shares discussed under the caption “Description of Santander American Depositary Shares” included in the Santander Parent Webster F-4. See “Where You Can Find More Information” for the location of information incorporated by reference herein.

Upon completion of the Brazilian exchange offer, the holders who validly tender their Santander Brasil shares or Santander Brasil units into the Brazilian exchange offer through the Auction on the B3 will receive in exchange Santander Parent ordinary shares in the form of Santander Parent BDSs (each of which represents one Santander Parent ordinary share). The Santander Parent BDSs will be held in book entry form or will be evidenced by Santander Parent BDRs. The Santander Parent BDS depositary will be the registered owner of the Santander Parent ordinary shares underlying the Santander Parent BDSs. Accordingly, holders of Santander Parent BDSs must rely on the Santander Parent BDS depositary to exercise the rights of a Santander Parent shareholder on their behalf.

Holders of Santander Parent BDSs are not treated as direct shareholders of Santander Parent and may not have the same rights as holders of Santander Parent ordinary shares. Nevertheless, such holders have rights and obligations as holders of Santander Parent BDSs, which are set forth in the Santander Parent BDS deposit agreement and are subject to the restrictions under Brazilian laws and regulations.

The Santander Parent BDS depositary will issue Santander Parent BDSs upon compliance with the provisions set forth in the Santander Parent BDS deposit agreement, including the deposit of Santander Parent ordinary shares with Santander Investment, S.A. (the “Santander Parent BDS custodian”) and payment of the issuance fee.

The Santander Parent BDS depositary will credit the Santander Parent BDSs in the registry of holders of Santander Parent BDSs (the “Santander Parent BDS registry”) in the name of the holder or in the name of B3 for those holders who hold their Santander Parent BDSs under custody through B3. Subsequently, the Santander Parent BDS depositary will credit the delivery of the Santander Parent BDSs to their respective holders.

Non-Brazilian resident holders are permitted to sell their Santander Parent BDSs on the B3. The non-Brazilian resident holders will receive the sale proceeds from the purchaser and (i) keep them in Brazil to reinvest them in other assets or (ii) send them abroad by means of a currency exchange remittance contract as specified under Joint Central Bank of Brazil/CVM Resolution 13.

Non-Brazilian resident holders may request the cancellation of their Santander Parent BDSs. The escrow agent or legal representative of the non-Brazilian resident holder, upon receipt of the corresponding instruction from the holder, must (i) register the cancellation of the Santander Parent BDSs with the Central Bank of Brazil, (ii) inform the Santander Parent BDS depositary of the registration, attaching a copy of the document issued by the Central Bank of Brazil, (iii) transfer the Santander Parent BDSs to the Santander Parent BDS depositary, (iv) send a letter, facsimile, electronic receipt or SWIFT message to the Santander Parent BDS depositary reporting the information on custody overseas for the transfer of the Santander Parent ordinary shares that underlie Santander Parent BDSs and (v) pay the cancellation fee to the Santander Parent BDS depositary.

The Santander Parent BDS custodian, upon receiving appropriate notification from the Santander Parent BDS depositary, shall undertake the necessary verification steps and transfer the securities to the holding account of the foreign broker.

The Santander Parent BDS depositary and the Santander Parent BDS custodian may demand that the holder of the Santander Parent BDSs to be cancelled provide all documents, instruments and any other information required by applicable regulations that may be necessary for the cancellation of the Santander Parent BDSs and the transfer of the underlying Santander Parent ordinary shares.

Holders of Santander Parent BDSs will have the same dividend rights as holders of currently outstanding Santander Parent ordinary shares. Santander Parent must disclose any information regarding dividend payments and other cash distributions to the market, both in Brazil and abroad, simultaneously.

The Santander Parent BDS depositary, when receiving the expected dividend payments or other cash distributions from Santander Parent, will, as soon as practicable, appoint a foreign exchange agency to transfer such dividend payments or other cash distributions into Brazil, in order to effect payment to the respective holders of the Santander Parent BDSs.

Cash distributions shall be proportionate to the number of Santander Parent ordinary shares represented by the Santander Parent BDSs and those distributions will be made in undivided reais and whole reais cents.

No interest or any compensation will be owed by Santander Parent to the Santander Parent BDS holders for the period between the date the dividend payments and other cash distributions are paid abroad and the date such payments are credited to the Santander Parent BDS holders in Brazil.

The Santander Parent BDS holders will be responsible for any taxes or other government charges related to their Santander Parent BDSs. The Santander Parent BDS depositary will deduct from any distribution any amount that the Santander Parent BDS depositary is required to withhold on account of taxes, according to the applicable regulations.

For Santander Parent BDS holders who are entitled to government tax immunity or exemption, such immunity or exemption must be established by confirmatory documents presented by Santander Parent to the Santander Parent BDS depositary. If the Santander Parent deposit agreement is terminated, these documents will be returned to Santander Parent.

If available to the holders of Santander Parent ordinary shares, holders of Santander Parent BDSs will be granted the right to exercise and freely dispose of the right of preference to subscribe for new shares and securities issued by Santander Parent and other rights that may be granted to the holders of Santander Parent ordinary shares. Such right will only be available to the extent available to the holders of Santander Parent ordinary shares in Spain.

In the case of a bonus in stock securities or stock split, the Santander Parent BDS depositary will issue new Santander Parent BDSs corresponding to those securities and will credit them to the Santander Parent BDS holders. Only whole Santander Parent BDSs will be distributed. Any fractions of Santander Parent BDSs will be, at the discretion of Santander Parent, (i) aggregated and sold at auction on the B3, and the amount obtained through the auction process will be credited to each Santander Parent BDS holder on a pro rata basis, (ii) indirectly sold on a foreign stock exchange in accordance with the procedure indicated by Santander Parent and approved by the Santander Parent BDS depositary, and the amount obtained will be credited pro rata to each Santander Parent BDS holder; or (iii) treated differently as indicated by the holder and approved by the Santander Parent BDS depositary. Taxes of any kind that must be collected by the Santander Parent BDS depositary pursuant to applicable regulations shall be withheld before the proceeds from the auction of fractional Santander Parent BDSs is delivered to the Santander Parent BDS holders. Santander Parent may choose not to carry out the additional distribution of Santander Parent BDS to the holders and, instead, may choose to change the proportion between the underlying Santander Parent ordinary shares and the Santander Parent BDSs.

A reverse stock split of Santander Parent ordinary shares will result in an automatic cancellation of Santander Parent BDS to the extent necessary to reflect the new quantity of securities deposited with the Santander Parent BDS custodian. For those holders of Santander Parent BDSs who maintain their Santander Parent BDSs under B3 custody, the Santander Parent BDS depositary will inform the Santander Parent BDS custodian of the reverse stock split, and the Santander Parent BDS custodian will debit the securities from the holder’s custody account to give effect to the automatic cancellation of Santander Parent BDSs. For those holders of Santander Parent BDSs who maintain their Santander Parent BDSs through the Santander Parent BDS registry, the Santander Parent BDS depositary will debit the securities from the Santander Parent BDS holder’s individual account. Only whole Santander Parent BDSs will be cancelled. Any resulting fractional Santander Parent BDSs will be, at the discretion of Santander Parent, (i) aggregated and sold at an auction on the B3, and the amount obtained from the auction

process will be proportionally credited to each Santander Parent BDS holder; (ii) indirectly sold on a foreign stock exchange in accordance with the procedure indicated by Santander Parent and approved by the Santander Parent BDS depositary, and the amount obtained will be credited pro rata to each Santander Parent BDS holder; or (iii) treated differently as indicated by the holder and approved by the Santander Parent BDS depositary. Taxes of any kind that shall be collected by the Santander Parent BDS depositary pursuant to applicable regulations shall be withheld before the proceeds from the auction of fractional Santander Parent BDSs is delivered to the Santander Parent BDS holders. Santander Parent may choose not to cancel the Santander Parent BDSs required in order to effect the reverse stock split with respect to the holders of Santander Parent BDSs, and instead may choose to change the proportion between the Santander Parent BDSs and the underlying Santander Parent ordinary shares.

Each Santander Parent BDS holder has the right to vote the Santander Parent ordinary shares that are deposited with the Santander Parent BDS custodian and are represented by that holder’s Santander Parent BDSs by instructing the Santander Parent BDS depositary as to how such holder wishes to vote on all matters in which such Santander Parent ordinary shares have the right to vote pursuant to Santander Parent bylaws.

Santander Parent will forward the notice calling a general shareholders’ meeting to the Santander Parent BDS depositary accompanied by an instruction form, translated into Portuguese, that Santander Parent BDS holders may use to indicate their voting instructions.

The Santander Parent BDS depositary shall send the voting instructions received from Santander Parent BDS holders to the Santander Parent BDS custodian who will, in turn, send the votes received to Santander Parent.

Santander Parent cannot guarantee that the Santander Parent BDS holders will receive notice of the agenda for the general shareholders’ meeting in time to allow them to send their voting instructions to the Santander Parent BDS depositary on time. The Santander Parent BDS depositary and its agents will not be held responsible for any issue that may arise if the voting instructions are not received in time or not received at all. This means that occasionally Santander Parent BDS holders may not be able to vote and will have no recourse if the vote is not cast as requested.

Under no circumstances will the Santander Parent BDS depositary have the right to exercise discretionary voting rights with respect to the Santander Parent ordinary shares underlying the Santander Parent BDSs. If the Santander Parent BDS depositary fails to receive voting instructions for one or more Santander Parent ordinary shares from Santander Parent BDS holders, the Santander Parent BDS depositary may not delegate the right to vote on the shares to a person designated by Santander Parent.

The Santander Parent BDS deposit agreement limits the obligations and liability of the Santander Parent BDS depositary, Santander Parent and their respective agents as follows:

The Santander Parent BDS depositary will issue the Santander Parent BDS only after (a) receiving (i) the Santander Parent BDS custodian message, naming the recipient of the Santander Parent BDSs, (ii) the issuance fee,

(iii) the Santander Parent BDS issuance instruction and (iv) evidence of the reporting of the investment to the Central Bank of Brazil, according to current regulations, and (b) verification that all the documents are correct and include all necessary information for the issuance of the Santander Parent BDSs.

The Santander Parent BDS depositary will issue the Santander Parent BDS only after (a) receiving (i) the Santander Parent BDS custodian message, naming the recipient of the Santander Parent BDSs, (ii) the issuance fee, (iii) the Santander Parent BDS issuance instruction, (iv) a copy of the simultaneous foreign exchange contract in order to register at Central Bank of Brazil, according to current regulations, and (b) verification that all the documents are correct and include all necessary information for the issuance of the Santander Parent BDSs.

In all cases, the Santander Parent BDS depositary and the Santander Parent BDS custodian may demand from the securities depositary entity all documents and instruments which they believe are necessary to issue the Santander Parent BDSs, including the securities ownership confirmation, proof of fulfillment of applicable regulations and the written orders to the Santander Parent BDS depositary for the issuance of Santander Parent BDSs.

Under no conditions will Santander Parent BDSs be issued without the respective confirmation from the Santander Parent BDS custodian that the entire amount corresponding to the underlying Santander Parent ordinary shares has been deposited with the Santander Parent BDS custodian.

In the Santander Parent BDS deposit agreement, Santander Parent concedes special authority to the Santander Parent BDS depositary to perform all necessary actions on its behalf in connection with the execution of the services to be rendered.

The Santander Parent BDS deposit agreement, as well as the rights assigned to the Santander Parent BDS holders, may be modified without the approval of the Santander Parent BDS holders.

The Santander Parent BDS depositary shall inform the market on the B3, through written notification, of any relevant modification to the Santander Parent BDS deposit agreement.

The term of the Santander Parent BDS deposit agreement is indefinite, and the agreement may be terminated without penalty by either party upon 60 days’ written notice.

The Santander Parent BDS deposit agreement may be terminated by either party upon failure on the part of the other party to comply with obligations contained therein and, after being notified in writing, to cease those actions, within 15 days from receipt of said notification to take one of the following steps: (i) cease or correct the violation committed, without prejudice to compensation to the aggrieved party for the damages caused, or (ii) compensate the aggrieved party for the evidenced damage caused when compliance with the compliance obligation is no longer possible or is no longer in the interest of the aggrieved party.

The Santander Parent BDS depositary may unilaterally terminate the Santander Parent BDS deposit agreement if (i) the Santander Parent BDS depositary is asked by Santander Parent to conduct an illegal operation or an action of a dubious nature under the rules applicable to the financial and capital markets or under the uses and customs of these markets; or (ii) Santander Parent is declared in bankruptcy or has petitioned for judicial or extrajudicial deferment of liabilities.

Santander Parent may unilaterally terminate the Santander Parent BDS deposit agreement if the Santander Parent BDS depositary (i) has declared bankruptcy; (ii) has been subject to extrajudicial intervention, or (iii) has been subject to liquidation or judicial or extrajudicial dissolution.

If the Santander Parent BDS deposit agreement is terminated, the Santander Parent BDS depositary shall notify Santander Parent BDS holders in writing of the termination, at least 60 days prior to the Santander Parent BDS deposit agreement’s termination date. The Santander Parent BDS depositary shall continue to maintain the Santander Parent BDS registry and other correlated services for 20 days after the Santander Parent BDS deposit agreement’s termination. During this period, the Santander Parent BDSs registry and provision of services shall be provided only if requested until the date of the contract dissolution. After the date of the contractual dissolution, the Santander Parent BDS registry will end.

If a new BDS depositary is nominated before the termination of the Santander Parent BDS deposit agreement or during the 20-day period mentioned above, Santander Parent will notify the Santander Parent BDS depositary, which, immediately after the acknowledgement of the notification, shall: (i) transfer to the new depositary, the Santander Parent BDS registry and all rights and responsibilities accorded the BDS Depositary; (ii) immediately provide Santander Parent and the new depositary with all information and documents in its possession related to its depositary services; (iii) facilitate the transfer to the new depositary of the Santander Parent BDS registry and other information related to Santander Parent or to the new depositary; and (iv) provide the services stated in the Santander Parent BDS deposit agreement until the effective transference to the new depositary.

Santander Parent is a company organized under the laws of the Kingdom of Spain and is governed by the Spanish Companies Act. As Santander Parent is a company organized under the laws of the Kingdom of Spain, the rights of holders of Santander Parent ordinary shares are governed directly, and the rights of the holders of Santander Parent ADSs and Santander Parent BDSs are governed indirectly, by Spanish law and by Santander Parent’s bylaws (estatutos). The rights of holders of Santander Parent ADSs are governed by New York law and the Santander Parent ADS deposit agreement under which the Santander Parent ADSs are issued. The rights of holders of Santander Parent BDSs are governed by Brazilian law and the Santander Parent BDS deposit agreement under which the Santander Parent BDSs are issued. Santander Brasil is a Brazilian corporation. The rights of holders of Santander Brasil common shares, Santander Brasil preferred shares and Santander Brasil units are governed directly, and the rights of holders of Santander Brasil ADSs are governed indirectly, by Brazilian law and by Santander Brasil’s bylaws. The rights of holders of Santander Brasil ADSs are governed by New York law and Santander Brasil ADS deposit agreement under which the Santander Brasil ADSs are issued. The rights of shareholders under Spanish law and the rights of shareholders under Brazilian law differ in certain respects. See the sections “Description of Santander Parent Ordinary Shares”, “Description of Santander Parent American Depositary Shares” and “Description of Santander Parent Brazilian Depositary Shares” of this offer to exchange/prospectus for more information about the Santander Parent ordinary shares, the Santander Parent ADSs and the Santander Parent BDSs, and Exhibit 2.5 “Description of Securities” to the Santander Brasil 2025 Form 20-F, incorporated by reference herein, for more information about the Santander Brasil shares, the Santander Brasil units and the Santander Brasil ADSs.

The following discussion of the material differences between the rights of holders of Santander Parent ordinary shares, Santander Parent ADSs and Santander Parent BDSs and the rights of holders of Santander Brasil common shares, Santander Brasil preferred shares, Santander Brasil units and Santander Brasil ADSs is only a summary and does not purport to be a complete description of these differences. The following discussion is qualified in its entirety by reference to the Spanish Companies Act and Brazilian Corporation Law, the full text of the bylaws of Santander Parent and the bylaws of Santander Brasil, and the full text of the Santander Parent ADS deposit agreement, the Santander Parent BDS deposit agreement and the Santander Brasil ADS deposit agreement, copies of which are exhibits hereto or on file with the SEC. For information on how you can obtain copies of these documents, see “Where You Can Find More Information”.