Santander completes the sale of 49% of Santander Bank Polska to Erste Group
Banco Santander and Erste Group Bank AG announced the completion, as planned, of the sale of Santander Bank Polska, which had been disclosed in May 2025, following the receipt of all required regulatory approvals.
Erste has acquired 49% of the share capital of Santander Bank Polska and a 50% stake in the Polish asset management business (TFI) that Santander Bank Polska did not own, for a total cash consideration of approximately €7 billion. The all-cash transaction at 584 zlotys per share values the bank at 2.2 times first-quarter 2025 tangible book value per share and represents a premium of 7.5% versus Santander Polska’s closing price on 2 May 2025, excluding the dividend paid in May 2025.
The transaction results in a net capital gain of approximately €1.9 billion for Santander, increasing its CET1 ratio by c.95 basis points, equivalent to around €6 billion. The financial impacts on both results and capital from this transaction will be recorded in the first quarter of 2026. Santander aims to maintain a target CET1 ratio of 12-13% by deploying capital in line with its stated hierarchy, prioritizing profitable organic growth and investments across its businesses that create a compounding effect on earnings, returns, book value and distributions.
As already announced, the bank plans to devote around 50% of proceeds to accelerate the delivery of its extraordinary shareholder buybacks, subject to regulatory approvals.
The transaction in Poland is expected to be earnings per share accretive in 2027–2028, driven by the redeployment of capital, and strengthens Santander’s strategic and financial flexibility. This supports disciplined capital allocation across the group and long-term value creation for customers and shareholders. The increased flexibility also supports the announced acquisition of TSB in the UK, subject to the relevant regulatory approvals.
With the completion of the transaction, Erste becomes the main shareholder of Santander Bank Polska, marking a new phase for the bank. Erste plans to change Santander Bank Polska’s name and brand to Erste Bank Polska within the second quarter of 2026.
Following the transaction, and after the accelerated placement of approximately 3.5% of Santander Bank Polska’s share capital completed in December, Santander now holds a 9.7% stake in the bank.
As already announced, Santander has become the sole owner of Santander Consumer Bank in Poland, following the acquisition of the remaining 60% stake it did not own. Santander will maintain a long-term presence in Poland through its consumer finance business.
I would like to thank Michał and all our teams in Poland for their dedication and outstanding contribution to the group over the years. It has been a privilege to work with such a strong team. Santander and Erste will continue to work closely together through a strategic partnership, leveraging our complementary strengths to better serve clients across our respective markets. While we will miss our colleagues in Poland, we are confident that Erste is the right owner for the business as we reallocate capital towards markets with the greatest connectivity to leverage the strength of the group and support sustainable growth and increased returns.
Ana Botín, Banco Santander executive chair
In parallel, Santander and Erste are entering into a new strategic alliance in Corporate & Investment Banking (CIB), designed to leverage the complementary strengths, geographic footprints and capabilities of both groups.
The cooperation, which has taken effect, is based on a client referral and product specific joint approach model through which both banks will work together to better serve corporate and institutional clients operating across their respective markets. Santander will provide Erste’s clients with access to its global product platforms and international network across the UK, Europe and the Americas, while Erste contributes its deep market expertise and coverage in Central and Eastern Europe. This collaboration is intended to facilitate seamless client interactions, broaden product offerings and support clients’ cross-border growth strategies.
In the area of payments, the cooperation encompasses a potential collaboration with PagoNxt, Santander’s global payments platform business, with the initial focus on cloud-native payments infrastructure in Poland.
Santander Bank Polska joined Diversity IN Check, an initiative bringing together the most inclusive and diverse companies
Santander Bank Polska was among a dozen or so organizations that were recognized for creating a friendly and inclusive work environment, as well as for internal diversity-promotion programmes. Diversity IN Check has been prepared by Responsible Business Forum (RBF) and is Poland’s first list of employers who are the most advanced in managing diversity and inclusion.
To qualify for the Diversity IN Check list, an organisation needs to score a certain number of points in a RBF-conducted survey. The survey evaluates the employer’s maturity in managing diversity and in building an inclusive organisation. The questions forming part of the survey are based on internationally recognised standards and guidelines, such as SDGs, ISO 26000, GRI Standards and OECD Guidelines for Multinational Enterprises. The questionnaire covers five subject areas: foundations of governance, programmes and actions, engagement building, result indicators and additional questions related to COVID-19.
“Participating in the Diversity IN Check survey was a test of our maturity in the area of diversity. For many years it has been a significant part of our strategy. Although we have been involved in many activities promoting diversity, equal opportunities, equal wages and tolerance, we think it necessary to subject them to third-party review. It is important because each such verification allows us to take a broader view of the topic, offers a different point of view and helps implement even better solutions to support the creation of an inclusive environment. For Santander Bank Polska, the model of functioning based on diversity and inclusion is natural and obvious, because we firmly believe that diversity drives creativity and promotes decision-making that benefits employees and customers. Diversity and inclusion are among the main elements of our organisational culture; they are priorities of Santander Bank Polska’s sustainable development”, said Dorota Strojkowska, member of the management board of Santander Bank Polska responsible for the Business Partnership Division.
The above recognition is a great culmination of European Diversity Month, which is also celebrated at Santander Bank Polska. On this occasion, the Bank organised numerous in-house initiatives, such as joint workshops with Poland Without Barriers Foundation, as well as webinars and educational podcasts for employees, or participation in a debate organised by the RBF concerning diversity issues in organisations.
Santander Bank Polska – a diverse and inclusive bank
Diversity and inclusion are among the strategic directions of Santander Bank Polska. They involve building of an organisational culture based on respect for diversity, as well as developing policies and mechanisms that effectively promote equal treatment and management of diversity in the workplace. Diversity is not only a theme of one-off initiatives—values such as respect for individuality, equal treatment and anti-discrimination are embedded in the Bank’s strategy at the management level. They manifest themselves in the adopted policies and procedures, such as the General Code of Conduct, Respect and Dignity policy, Sustainable Development Policy, or Organisational Culture Policy of the Santander Bank Polska Group.
Our commitment to diversity and inclusion is reflected in many initiatives and programmes that have been implemented for many years. In 2009 Santander Bank Polska launched an innovative Barrier-Free Service programme aiming to ensure full availability of banking services to all our customers. Through the programme, we want to provide a consistent and positive customer experience to customers with special needs, regardless of the place or channel of service – at our branch, over the phone, online or at an ATM. The Różnosprawni programme has also been launched with an aim to create suitable and comfortable working conditions for people with special needs. The programme promotes awareness of the rights and needs of persons with special needs.
In 2017, Santander Bank Polska signed the Diversity Charter, an international initiative under the auspices of the European Commission. The Charter is a commitment of the signatory organisation to ban discrimination in its workplace and to promote diversity. It is also a manifestation of the company’s willingness to involve all staff members and business and social partners in these activities. Organisations choosing to implement this tool contribute to social cohesion and equality.
Through numerous initiatives, cooperation with women’s organisations and through partnerships in social campaigns, our Bank works to break stereotypes and to inspire women to take leadership roles. We place special focus on ensuring a balance in the number of male and female participants in development programmes, as well as in the process of succession and recruitment. #SantanderWomen is a project designed as an in-house communication platform. It serves as a venue for educational and development workshops that empower women to leadership and encourage them to take on new challenges in their careers. More recently, it started to offer a series of Santander Women podcasts devoted to topics such as diversity, inclusion and leadership. The Bank has also joined the Women Update campaign which encourages women to reskill and open up to professions in tech sectors. Together with the Santander Group, the Bank has also been implementing scholarship projects such as Santander Women, Emerging Leaders–LSE that improve women’s leadership skills and support them in the labour market.