桑坦德银行美股招股说明书(2026-04-23版)

To the Stockholders of Webster Financial Corporation: On February3, 2026, Webster Financial Corporation (“Webster”) entered into a transaction agreement (as amended from time totime, the “transaction agreement”) with Webster Virginia Corporation, a direct, wholly-owned subsidiary of Webster (“Webster Virginia”),and Banco Santander, S.A., a Spanishsociedad anónima(“Santander”), a copy of which is attached as AnnexA to the accompanyingdocument, pursuant to which all outstanding shares of Webster common stock will be acquired by Santander in two steps. First, in order toeffectuate a reincorporation of Webster in Virginia, Webster will merge with and into Webster Virginia (the “reincorporation merger”),with each outstanding share of Webster common stock being converted into one share of Webster Virginia common stock, and withWebster Virginia continuing as the surviving corporation in such merger. The reincorporation merger will be effected pursuant to a Plan ofMerger in the form attached to the transaction agreement and as AnnexB to the accompanying document. Second, immediately followingthe completion of the reincorporation merger, Santander will acquire all outstanding shares of Webster Virginia common stock through astatutory share exchange (the “share exchange” and, together with the reincorporation merger, the “transaction”). The share exchange willbe effected pursuant to a Plan of Share Exchange in the form attached to the transaction agreement and as AnnexC to the accompanyingdocument. All references to the “transaction agreement” herein shall mean the transaction agreement and the Plan of Merger and Plan ofShare Exchange attached thereto and as Annexes A, B and C to the accompanying document, respectively. The board of directors of Webster (the “Webster board”) has unanimously approved the transaction agreement. Upon the terms and subject to the conditions of the transaction agreement and pursuant to a Plan of Merger in the form attached tothe transaction agreement and as AnnexB to the accompanying document, at the effective time of the reincorporation merger, eachoutstanding share of Webster common stock will be converted into one share of Webster Virginia common stock. In addition, at theeffective time of the reincorporation merger, each outstanding share of (i) Webster 5.25% Non-Cumulative Perpetual Preferred Stock,SeriesF (the “Webster SeriesF preferred stock”), and (ii) Webster 6.50% Non-Cumulative Perpetual Preferred Stock, SeriesG (the“Webster SeriesG preferred stock” and, together with the Webster SeriesF preferred stock, the “Webster preferred stock”), will beconverted into one share of a newly created series of preferred stock of Webster Virginia having substantially the same terms as theWebster SeriesF preferred stock (the “Webster Virginia SeriesF preferred stock”) and the Webster SeriesG preferred stock (the “WebsterVirginia SeriesG preferred stock” and, together with the Webster Virginia SeriesF preferred stock, the “Webster Virginia preferredstock”), as applicable. Immediately following the completion of the reincorporation merger, Santander will acquire all outstanding shares of WebsterVirginia common stock through a statutory share exchange, and each share of Webster Virginia common stock will be converted into theright to receive (i)2.0548 Santander American Depositary Shares (“Santander ADSs”) (the “share consideration”) and (ii) $48.75 in cash,without interest (the “cash consideration” and, together with the share consideration, the “exchange consideration”). You will have theoption to exchange any Santander ADSs you receive in the transaction for Santander ordinary shares at no charge to you during a specifiedperiod following closing of the transaction subject to completion of any applicable procedures and certifications. The share exchange willbe effected pursuant to a Plan of Share Exchange in the form attached to the transaction agreement and as AnnexC to the accompanyingdocument. The exchange consideration represented a value of $75.63 per share of Webster common stock based on a closing price of theSantander ordinary shares of €11.05 as of February2, 2026 (equivalent to $13.08 based on the exchange rate published by the EuropeanCentral Bank (“ECB”) on such date), the last trading day before the public announcement of the transaction, and a 16% premium toWebster’s 10-day volume-weighted average stock price as of February2, 2026. The exchange consideration represented a value of $75.59per share of Webster common stock based on a closing price of the Santander ADSs of $13.06, the last trading day before the publicannouncement of the transaction, and a 16%premium to Webster’s 10-day volume-weighted average stock price as of February2, 2026.Based on a closing price of the Santander ordinary shares of €11.04 on April 17, 2026 (equivalent to $13.03 based on the exchange ratepublished by the ECB on such date), the last practicable trading day before the date of the accompanying do