Green light for Erste Group's acquisition in Poland, all conditions satisfied

All conditions for the acquisition of both, a ~49% controlling stake in Santander Bank Polska Group S.A. (“Santander Bank Polska”) and a 50% stake in the asset management company Santander Towarzystwo Funduszy Inwestycyjnych S.A. (“Santander TFI”) by Erste Group Bank AG (“Erste Group”) have now been fulfilled.

Closing of the transaction was subject to customary regulatory approvals, including from the Polish Financial Supervision Authority (“KNF”) and anti-trust approval from the European Commission. Additionally, it required the sale of the 60% stake in Santander Consumer Bank S.A. (“Santander Consumer Bank”) by Santander Bank Polska to Santander Group. All these conditions have now been satisfied, and the closing of the transaction is expected to take place around mid-January 2026.

Once the acquisition of a ~49% controlling stake in Santander Bank Polska is closed, Erste Group will become the main shareholder of Poland’s largest privately-owned bank, entering one of Europe’s fastest growing and most profitable banking markets with immediate critical scale. In addition, Erste Group will strengthen its position as the leading financial institution in the eastern part of the EU, servicing around 23 million customers.

Peter Bosek, CEO of Erste Group, said: “As the leading banking group in Central and Eastern Europe, we are excited to expand our geographical footprint to include an economy as buoyant and dynamic as Poland’s. Our existing markets in the eastern part of the EU are already key destinations for Polish investments and for cross-border trade. We look forward to supporting our clients in growing their international business across the region.”

Erste Group’s acquisition of a ~49% stake in Santander Bank Polska will amount to approximately 6.8 billion euros and the 50% stake in Santander TFI to approximately 0.2 billion euros. The total cash consideration of 7.0 billion euros will be funded exclusively from internal resources.

In the first three quarters of 2025, Erste Group achieved a return on tangible equity (ROTE) of 16.8% and the CET1 ratio (pro forma) rose to 18.2%, reflecting a strong operating performance. By applying a range of capital measures including the application of a temporarily reduced dividend payout ratio of max. 10% of 2025 net profit, Erste Group expects that its CET1 ratio will exceed its post-consolidation target level of at least 14.25% during the course of 2026.

Stefan Dörfler, CFO of Erste Group, comments: “Acquiring a controlling stake in Santander Bank Polska positions us for sustainable and profitable growth. While customary one-time effects during first-time consolidation will impact our reported net result, it does not alter the substantial long-term improvement in our distribution capacity. This investment reflects our commitment to using capital efficiently and delivering strong returns to our shareholders.”

Erste Group’s profitability profile, and by extension its underlying distribution capacity, is set to improve significantly following the closing of the transaction. For 2026, the return on tangible equity (ROTE) is seen at about 19% and earnings per share (EPS) for 2026 and beyond are expected to increase by more than 20% based on current market consensus expectations for 2025 prior to Q3/2025 reporting.

About Erste Group

Erste Group is the leading financial services provider in the eastern part of the EU. Its ca. 46,000 employees serve 17 million customers across 7 countries (Austria, Czechia, Slovakia, Romania, Hungary, Croatia, and Serbia), including in over 1,800 branches. Founded in 1819 as the first savings bank in Austria, Erste Group went public in 1997 with a strategy to expand across the Central and Eastern European (CEE) region. For over 200 years, Erste has been committed to creating prosperity for its customers with a wide range of products and personalised services. For more information, please visit www.erstegroup.com.

About Santander Bank Polska

Santander Bank Polska S.A. Group is one of the largest financial groups and the largest privately-owned bank in Poland. It offers modern financial solutions for individual clients, micro, small and medium-sized enterprises, as well as Polish and international corporations. The bank is one of the market leaders in the use of modern technologies in banking services. It builds its brand in line with the strategic goal of becoming the best bank for the customer. The priority for Santander Bank Polska is customer satisfaction and loyalty. Companies within the Santander Bank Polska Group offer, among other things, investment funds, insurance, leasing, and factoring.

Disclaimer
This press-release is for information purposes only and shall not be treated as giving any investment advice and/or recommendation in any form. This presentation and any information (written or oral) provided therein does not constitute an offer or advise of securities, nor a solicitation for an offer of securities, nor a prospectus or advertisement or a marketing or sales activity for such securities. Further, no representation or warranty (whether expressed or implied) is made as to the accuracy, completeness or reliability of the information contained herein.

Certain statements contained in this release may be statements on future expectations and forward-looking statements that are based on the management’s current views and assumptions involving known and unknown risks and uncertainties that could cause actual results, performance or event to materially differ from those expressed or implied herein.

Neither Erste Group nor any of its Group members, advisors or representatives shall have any liability whatsoever for losses arising from any use of this press-release or its content or out of or in connection with this document.