In May 2025, Banco Santander and Erste Group Bank AG announced the acquisition by Erste of a 49% stake in Santander Bank Polska and a 50% stake in Santander’s Polish asset management business (TFI), for a total cash consideration of approximately €7 billion.
The transaction results in a net capital gain of approximately €1.9 billion for Santander.
In parallel and as already announced, Santander has now become the sole owner of Santander Consumer Bank in Poland, following the acquisition of the remaining 60% stake it did not own from Santander Bank Polska, and will maintain a long-term presence in Poland through this business.
Santander and Erste are entering a new strategic alliance in Corporate & Investment Banking, focused on client referrals.
Madrid, 9 January 2026.
Banco Santander and Erste Group Bank AG today 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.
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.