2. 2
Disclaimer
This presentation contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of
the U.S. Securities Exchange Act of 1934, as amended. These forward-looking statements are found in various places throughout this presentation and
include, without limitation, statements concerning our future business development and economic performance resulting from and following the implementation
of the proposed transaction. These statements are based on information available to management only as of the date of this presentation and management's
current expectations with respect to the business; accordingly, these forward-looking statements are inherently subject to uncertainties and changes in
circumstance. We caution against placing undue reliance on forward-looking statements, as assumptions, expectations, projections, intentions and beliefs
about future events or results may and often do vary from actual results and such differences can be material. Among the factors that could cause actual
results to differ materially from those described in the forward-looking statements are factors relating to Santander's ability to successfully realise expected
synergies from the proposed transaction and changes in global, political, economic, business, competitive, market and regulatory forces, as well as those
factors described under the headings 'Risk Factors' and 'Operating and Financial Review and Prospects' in Santander's annual report on Form 20-F for the
year ended December 31, 2009, as filed with the U.S. Securities and Exchange Commission (the “SEC”). Santander assumes no obligation to update or
otherwise revise forward-looking statements contained in this presentation to reflect future events, changes in circumstances or changes in beliefs. Statements
as to historical performance are not intended to mean that future performance for any period will necessarily match or exceed those of any prior period. Nothing
in this presentation should be construed as a profit forecast.
There can be no assurance that the proposed transaction described in this presentation will be consummated. The proposed transaction remains subject to the
completion of definitive transaction documentation and any consummation of the proposed transaction will be subject to the receipt of all required regulatory
approvals and the satisfaction of certain other conditions.
The information contained in this presentation is subject to, and must be read in conjunction with, all other publicly available information published by
Santander, including all filings made by Santander with the SEC, which are accessible at www.sec.gov, and which you are advised to consult.
This presentation does not constitute an offer or a solicitation to sell or purchase any securities. In making this presentation available, Santander gives no
advice and make no recommendation to buy, sell or otherwise deal in shares of Santander or in any other securities or investments whatsoever. Any person at
any time acquiring securities must do so only on the basis of such person’s own judgement as to the merits of the suitability of the securities for its purpose and
only after having taken all such professional or other advice as it considers necessary or appropriate in the circumstances and not in reliance on the information
contained in this presentation.
This presentation is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be
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3. 3
Business Overview and Description of the Transaction
Strategic Rationale
Financial Impact
Summary and Next Steps
4. 4
Transaction Summary
Zurich Financial Services acquisition of 51% and management
control of a newly created holding company integrating
Scope and Santander insurance business in Brazil, Mexico, Chile,
structure* Argentina and Uruguay
25-year exclusive distribution agreement in these territories
Leading banking franchise with >10% market share in core markets
Business Leading bancassurer in the region: 22.4 million insurance policies,
overview(1) US$4.8bn Gross Written Premiums & Savings Contributions,
US$412mn PBT and US$12.9bn Technical Reserves in 2010
Up-front payment of US$1,670mn(2) for 51% of the insurance
business, underpinning value of the business
Key financial US$420mn(2) net present value of earn-outs to be calculated on a
terms
cumulative basis every five years
Total implied value for Santander: upfront + earn-outs = US$4.1bn(3)
* Capitalizaçao business is excluded from the perimeter of this transaction
(1) 2010 average exchange rates local currency & USD for GWP & Savings Contributions and PBT. 31/12/2010 local currency & USD spot rates for Technical Reserves
(2) Based on 31/12/2010 local currency & USD spot rates
(3) Implied for 100%
5. 5
Targeted Transaction Structure
Joint Venture Agreement
ZFS Santander
Stock Purchase Agreement
51% 49%
Zurich Santander Insurance
America, S.L.
100%
Local Santander
Local Santander
Insurance 25-year Bank / Broker
Entities Distribution
Agreement
Zurich Santander Insurance America (Holding), which will be located in Spain, acquires 100% of
local insurance entities
Santander sells 51% of Zurich Santander Insurance America to ZFS
Santander and ZFS enter into a Joint Venture Agreement and a Stock Purchase Agreement
Local insurance entities will enter into long term distribution agreements with the broker in countries
where a separate broker exists, and with local bank where it does not
Note: Brokers will continue to be owned by Santander. Adjustments to proposed generic structure may be required in each country due to local laws and other considerations
6. 6
Perimeter of the Agreement - Key Figures 2010*
US$1.9bn Gross Written Premiums
US$2.9bn Savings Contributions
US$412mn PBT in insurance companies
US$328mn PAT in insurance companies
US$12.9bn Technical Reserves
22.4mn policies in force
2010 GWP
Argentina
3.6%
Mexico
14.2%
Brazil
Chile
Countries in 58.0%
24.3%
the perimeter
* Capitalizaçao business is excluded from the perimeter of this transaction
Note: 2010 average exchange rates local currency & USD for GWP, Savings Contributions, PBT and PAT. 31/12/2010 local currency & USD spot rates for Technical Reserves
7. 7
Business Overview and Description of the Transaction
Strategic Rationale
Financial Impact
Summary and Next Steps
8. 8
Rationale for the Transaction
1 Increasingly important business, which will benefit from having a partner
to accelerate further growth
Insurance partner
Next bancassurance development phase in Latin America benefits
accelerates growth
from the sophistication and product know how of an insurance
into next development
partner
phase
Santander has strong distribution capabilities and branch network
reach as well as a large customer base
2 #3 European insurer and #5 globally, fully committed to bancassurance
and the region
ZFS - Right partner to Wider product range with simple commercial processes
unlock future growth
Build insurance proposition to unexplored segments
potential
Extensive expertise in ALM & risk management and operations
Single partner for the region, simplifying interaction
3 We sell businesses / seek partnerships where we feel a partner can add
We continue to re-
value…
balance our business
portfolio ...and we acquire businesses where we can generate significant extra
value (e.g. retail and commercial banking in Poland, UK, Germany…)
9. 9
1 Insurance Partner Accelerates Next Step of Growth
Leading distribution capabilities in the region Low Insurance penetration – GWP / GDP
>10% banking market share in perimeter 9.5%
LatAm Avg. = 2.6%
contemplated
3.9%
3.1% 2.6% 2.0% 1.6%
~5,600 branches
~36 million clients
Strong GDP growth expected (Avg. ’10E – ’12E) The Brazil example – room for growth
2010 Insurance
LatAm Avg. = 5.3% 2,904
PAT (R$mn)
5.8% 5.7% 5.6% 5.5%
1,639
3.9%
1.2% 436
(1) (2)
SAN Itau Bradesco
Brasil
Brasil
Leverage on complementary skills and economies of scale to accelerate growth
Source: EIU, Local insurance regulators, 2009 Swiss Re report, Company Data
(1) Includes insurance, previdencia and capitalizaçao segments
(2) Annualised based on 3Q 2010 results. Includes contribution of 30% stake in Porto Seguro
10. 10
2 ZFS is the Right Partner to Unlock Future Growth Potential
#3 European insurer and #6
globally, fully committed to
bancassurance and the region
Extensive experience in Complementary presence in Latin America
bancassurance partnerships
Single partner for the region,
simplifying interaction
The business will benefit from
having a partner to accelerate
2010 - US$mn
further growth Countries with
Life GWP & Savings 4,243 670 Santander &
Wider product range with Zurich presence
simple commercial Non-Life GWP 573 1,376 Countries with
ZFS presence
processes
Build insurance proposition
to unexplored segments
11. 11
Business Overview and Description of the Transaction
Strategic Rationale
Financial Impact
Summary and Next Steps
12. 12
Financial Impact
Deal multiples Earnings impact
Implied multiples based
2010 Figures* (100%)
on total consideration
NPV (US$4,100mn)
Impact of reduced contribution of insurance
companies (net of yield of proceeds) on SAN
Tangible Group EPS (2012E): ~0.7%
shareholders US$1,461mn 2.8x
equity We expect to achieve EPS breakeven within
three years through higher commissions to the
Net income network (as a result of increased sales on the
US$328mn 12.5x
after tax back of this partnership)
- Capital gains (net of tax) of US$1,210mn used to reinforce balance
sheet
* 2010 average exchange rates local currency & USD for net income after tax; 31/12/2010 local currency & USD spot rates for tangible shareholders equity
13. 13
Business Overview and Description of the Transaction
Strategic Rationale
Financial Impact
Summary and Next Steps
14. 14
Summary
Bancassurance Agreement with ZFS in Latin America
First pan Latin-America bancassurance agreement with the best possible
partner fully committed to the region and bancassurance
High complementarity allowing to leverage on Santander strong distribution
capabilities and ZFS proven track record in bancassurance in terms of new
products, distribution management and risk-based return culture
Very attractive consideration with an upfront payment that underpins the
quality of the business and potential of the region
Crystallizes value for Santander and brings its Latin America
Bancassurance operations to the next level of development
15. 15
Next Steps
Key milestones*
21st February: Signature of binding Memorandum of Understanding with
ZFS
The parties currently intend to sign definitive transaction agreements in the
first half of 2011
The transaction is currently expected to close by the first quarter of 2012
(subject to antitrust and insurance regulatory approvals and other
conditions)
* Dates are tentative and subject to change
17. 17
Association Joint Venture: Banco Santander and Zurich
Financial Services in Brazil
Transaction Specifics from Brazils’ Perspective
Transfer only of insurance underwriting activities and its related core risks. Insurance distribution activities
are maintained by the bank. Also the current commission framework between the bank and insurance
companies is preserved after the deal
As of 2010, 70% of the insurance related IFRS results were booked in the bank and 30% at the insurance
arm
Financials
Transaction leads to a 21%(1) capital gain
Accretive transaction: Proceeds imply a price to book value equal to 2.3x(2)
(1) Capital gain calculated based on the terms of the insurance deal that took place by the time of Santander Brasil IPO (refer to page 7 in the IPO prospect)
(2) Proceeds /(Equity – Goodwill). Equity and Goodwill in BRGAAP as of Dec/2010. Adjusted for spin-off of Capitalizaçao
