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A.History and Development of the Company
Overview
We are the largest bank in the Chilean market in terms of loans (excluding loans held by subsidiaries of Chilean banks abroad) and the second largest bank in terms of total deposits (excluding deposits held by subsidiaries of Chilean banks aboard). As of December 31, 2025, we had total assets of Ch$68,147,280 million (U.S.$68.7 billion), outstanding loans at amortized cost, net of allowances for loan losses and including interbank loans of Ch$40,932,880 million (U.S.$41.3 billion), total deposits of Ch$30,569,373 million (U.S.$30.8 billion) and shareholders’ equity of Ch$5,616,359 million (U.S.$5.7 billion). As of December 31, 2025, we employed 8,526 people. We have a leading presence in all the major business segments in Chile, and a large distribution network with national coverage spanning across all the country and a leading digital onboarding platform for new clients. We offer unique transaction capabilities to clients through our 229 branches and 2,055 ATMs. Our headquarters are in Santiago, and we operate in every major region of Chile.
We provide a broad range of commercial and retail banking services to our customers, including Chilean peso and foreign currency denominated loans to finance a variety of commercial transactions, trade, foreign currency forward contracts and credit lines and a variety of retail banking services, including mortgage financing. We seek to offer our customers a wide range of products while providing high levels of service. In addition to our traditional banking operations, we offer a variety of financial services, including financial leasing, financial advisory services, mutual fund management, securities brokerage, insurance brokerage and investment management.
The legal predecessor of Santander-Chile was Banco Santiago (“Santiago”). Old Santander-Chile was established as a subsidiary of Santander Spain in 1978. On August 1, 2002, Santiago and Old Santander Chile merged, whereby the latter ceased to exist and Santander-Chile (formerly known as Santiago) being the surviving entity.
Our principal executive offices are located at Bandera 140, 20th floor, Santiago, Chile. Our telephone number is +562-320-2000 and our website is www.santander.cl. None of the information contained on our website is incorporated by reference into, or forms part of, this Annual Report. Our agent for service of process in the United States is Cogency Global Inc., 122 East 42nd Street, 18th Floor, New York, NY 10168. The SEC maintains a website on the Internet at https://www.sec.gov that contains reports and information statements and other information about us. The reports (including this annual report) and information statements and other information about us can be downloaded from the SEC’s website www.sec.gov website or our investor relations website www.ir.santander.cl. None of the information contained on our website, or any website referred to in this Annual Report, is incorporated by reference into, or forms part of, this Annual Report.
Relationship with Grupo Santander
We believe that our relationship with our controlling shareholder, Grupo Santander, offers us a significant competitive advantage over our peer Chilean banks. Grupo Santander, our parent company, is one of the largest financial groups in Brazil and the rest of Latin America, in terms of total assets measured on a regional basis. It is the largest financial group in Spain and is a major player elsewhere in Europe, including the United Kingdom, Poland and Portugal. Through Santander Consumer, it also operates a leading consumer finance franchise in the United States, as well as in Germany, Italy, Spain, and several other European countries. Openbank, a digital banking subsidiary of Grupo Santander, operates in Spain, Germany, Portugal, Netherlands, United States and Mexico:
Our relationship with Grupo Santander provides us with access to the group’s client base, while its multinational focus allows us to offer international solutions to our clients’ financial needs. We also have the benefit of selectively borrowing from Santander Spain’s product offerings in other countries, as well as of its know-how in systems management. We believe that our relationship with Santander Spain will also enhance our ability to manage credit and market risks by adopting policies and knowledge developed by Grupo Santander. In addition, our internal auditing function has been strengthened as a result of the addition of an internal auditing department that concurrently reports directly to our Audit Committee and the audit committee of Santander Spain. We believe that this structure leads to improved monitoring and control of our exposure to operational risks.
Grupo Santander’s support of Santander-Chile includes the assignment of managerial personnel to key supervisory areas of Santander-Chile, such as risks, auditing, accounting and financial control. Santander-Chile does not pay any management fees to Santander Spain in connection with these support services.
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B.Business Overview
We have 229 branches of which: (i) 126 are traditional full product and transactional branches operated under the Santander brand name; (ii) 94 are WorkCafé or WorkCafé Espresso branches, which are high-tech digital branches; (iii) and the remaining 9 branches are Select branches for affluent customers.
We divide our clients into the following groups: (i) Retail banking, (ii) Wealth Management, (iii) Middle-market, (iv) Corporate Investment Banking and (v) Corporate Activities (“Other”).
The Bank has the reportable segments noted below see “Segmentation Criteria” for further information.
Retail Banking
This segment consists of individuals, excluding high-net worth clients, and small to medium-sized entities (SMEs) with annual sales less than UF400,000 (U.S.$17.6 million). This segment gives customers a variety of services, including consumer loans, credit cards, auto loans, commercial loans, foreign exchange, mortgage loans, debit cards, checking accounts, savings products, securities brokerage, and insurance brokerage. Additionally, the SME clients are offered government-guaranteed loans, foreign trade services, leasing, factoring, and transactional services.
Wealth Management
This segment comprises the Asset Management, Insurance and Private Banking businesses. The Santander Insurance business offers both personal and corporate protection products, health insurance, life insurance, travel insurance, savings products, personal protection, automobile insurance, leasing, guarantees, unemployment insurance, among others. For high net worth clients, Santander Private Banking offers everything from transactional products and services (credits, cards, foreign trade, brokerage) to sophisticated products and services such as international investment accounts, structured funds, alternative investment funds, wealth management and open architecture.
Middle-market
This segment includes companies with annual sales exceeding UF400,000 (US$17.6 million) without a cap (for specialized industries in the Santiago Metropolitan Region, annual sales exceeding 100,000 UF (US$4.4 million) without a cap). This segment also encompasses institutional organizations such as universities, government agencies, municipalities, regional governments, and real estate companies undertaking projects for third-party sales, as well as all construction companies with annual sales exceeding UF 100,000 (US$4.4 million) without a cap. A wide variety of products are offered to this segment, including commercial loans, leasing, factoring, foreign trade, credit cards, mortgage loans, current accounts, transactional services, treasury services, financial consulting, savings products, mutual funds and insurance. In addition companies in the real estate sector are offered specialized services for the financing of mainly residential projects, with the intention of increasing the sale of mortgage loans.
Corporate Investment Banking (“CIB”)
This segment services multinational firms with annual sales exceeding EUR 500 million (USD 585 million), EBITDA over EUR 150 million (USD 175.5 million), and assets exceeding EUR 1 billion (USD 1.17 billion). For financial institutions, the requirement is assets greater than Ch$10 trillion (US$11.1 billion) This segment offers a wide variety of products, including commercial loans, leasing, factoring, foreign trade, credit cards, mortgage loans, current accounts, transactional services, treasury services, financial consulting, investment banking, savings products, mutual funds and insurance. This segment includes the Treasury Division, which provides sophisticated financial products mainly to companies in the Retail Banking and Middle-market areas. Products include short-term financing and deposits, brokerage services, derivatives, securitization and other products tailored to the needs of clients. The Treasury area also handles the intermediation of positions, as well as the company's own investment portfolio.
Corporate Activities (“Other”)
This segment mainly includes our Financial Management Division, which develops global management functions, including managing inflation rate risk, foreign currency gaps, interest rate risk and liquidity risk. Liquidity risk is managed mainly through wholesale deposits, debt issuances and the Bank’s available-for-sale portfolio. This segment also manages capital allocation by unit. These activities, with the exception of our inflation gap, usually result in a negative contribution to income.
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In addition, this segment encompasses all the intra-segment income and all the activities not assigned to a given segment or product with customers.
The segments’ accounting policies are those described in the summary of accounting policies. The Bank earns most of its income in the form of interest income, fee and commission income and income from financial operations. To evaluate a segment’s financial performance and make decisions regarding the resources to be assigned to segments, the Chief Operating Decision Maker (CODM) bases his or her assessment on the segment’s interest income, fee and commission income, and expenses.
The tables below show the Bank’s results by reporting segment for the year ended December 31, 2025, in addition to the corresponding balances of loans and accounts receivable from customers:
For the year ended December 31 2025
Loans and accounts receivable atamortizedcost(1) Deposits and other demand liabilities Net interest income Net fee and commission income Net income from financial operations Provision for loan losses Support expenses(2) Other op.income and expenses (5) Net income before taxes Income tax Net income
(In millions of Ch$)
Retail 31,225,378 13,094,059 1,642,104 503,186 64,292 (498,572) (744,059) (77,593) 889,358 (211,987) 677,371
Wealth Management & insurance 924,692 3,177,991 59,789 30,019 4,236 (2,870) (32,037) (1,976) 57,161 (13,963) 43,198
Middle-Market 6,178,983 4,262,866 334,660 52,921 22,154 (74,190) (45,074) (3,856) 286,615 (78,709) 207,906
CIB 2,139,201 7,313,098 211,915 47,404 143,503 4,269 (103,287) (2,654) 301,150 (83,216) 217,934
Corporate Activity & others 464,626 2,721,359 (261,785) (37,699) 21,597 (3,950) (14,956) 7,924 (288,869) 180,513 (108,356)
Total 40,932,880 30,569,373 1,986,683 595,831 255,782 (575,313) (939,413) (78,155) 1,245,415 (207,362) 1,038,053
(1)Corresponds to loans and accounts receivable at amortized cost under IFRS 9, without deducting their allowances for loan losses.
(2)Corresponds to the sum of personnel salaries and expenses, administrative expenses, depreciation and amortization.
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Operations through Subsidiaries
In Chile, banks may only establish or acquire subsidiaries that are strictly complementary to banking activities, pursuant to the General Banking Law and FMC guidelines. Permitted subsidiaries include leasing and factoring companies, payment and card processors, brokerage firms, fund managers, custodial and other financial service entities, as well as operational support companies such as IT or back-office services. Chilean banks are not allowed to own insurance companies and may only own insurance brokerage subsidiaries, which must operate with full functional and governance separation. All subsidiaries require prior FMC authorization, are subject to consolidated supervision and Basel III capital rules, and banks are expressly prohibited from owning commercial, industrial, or other non-financial businesses. For the twelve–month period ended December 31, 2025, our subsidiaries collectively accounted for 2.1% of our total consolidated assets.
The following companies are considered entities controlled by the Bank and are therefore within the scope of consolidation:
Percent ownership share
As of December 31,
Name of the Subsidiary Main Activity Place of incorporation and operation 2025 2024 2023
Direct Indirect Total Direct Indirect Total Direct Indirect Total
% % % % % % % % %
Santander Corredora de Seguros Limitada Insurance brokerage Santiago, Chile 99.75 0.01 99.76 99.75 0.01 99.76 99.75 0.01 99.76
Santander Corredores de Bolsa Limitada Financial instruments brokerage Santiago, Chile 50.59 0.41 51.00 50.59 0.41 51.00 50.59 0.41 51.00
Santander Asesorias Financieras Limitada Securities brokerage Santiago, Chile 99.03 - 99.03 99.03 - 99.03 99.03 - 99.03
Santander S.A. Sociedad Securitizadora Purchase of credits and issuance of debt instruments Santiago, Chile 99.64 - 99.64 99.64 - 99.64 99.64 - 99.64
Klare Corredora de Seguros S.A. Insurance brokerage Santiago, Chile - - - - - - 50.10 - 50.10
Santander Consumer Chile S.A. Financing Santiago, Chile 51.00 - 51.00 51.00 - 51.00 51.00 - 51.00
Sociedad operadora de Tarjetas de Pago Santander Getnet Chile S.A. Card operator Santiago, Chile 99.99 0.01 100.00 99.99 0.01 100.00 99.99 0.01 100.00
The following companies have been consolidated based on the determination that the Bank has control as previously defined above and in accordance with IFRS 10 “Consolidated Financial Statements” (IFRS 10):
•Santander Gestión de Recaudación y Cobranza Limitada: its exclusive activity is administering and collecting loans.
•Multiplica SpA: its primary purpose is the development of incentive programs that encourage the use of payment cards.
The company Bansa Santander S.A. was included in the consolidation perimeter until May 2024. The Bank did not have an ownership percentage of Bansa Santander S.A., which was consolidated as a consequence of being controlled by the management of Santander Consumer Chile S.A. During the months of April and May of 2024, Bansa Santander S.A. and Santander Investments Chile Limitada made a series of modifications to the financing agreements existing between them, as a result of which the shareholders of Bansa Santander S.A. also granted Santander Investments Chile Limitada the power to appoint one of the three members of its Board of Directors. Therefore, as of May 2024, Santander Consumer Finance Limitada lost control of Bansa Santander S.A., having to exclude this company from its consolidation scope.
Pagonxt Payments Chile SpA was included in the consolidation perimeter until December 2024. The Bank did not have an ownership percentage in Pagonxt Payments Chile SpA, which was consolidated based on the fact that it was controlled by the management of the Bank. The company PagoNxt Payments Chile SpA in January 2025 signed an agreement with the related entity Santander Global Technology and Operations Chile Limitada to transfer its assets, contracts, and employees. As a result, the Bank no longer controlled this entity and PagoNxt Payments Chile SpA is no longer consolidated.
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Sale of 49.99% of Getnet Chile S.A.
On December 23, 2025, the Board of Directors announced an extraordinary meeting of our shareholders scheduled for January 27, 2026 in order for the Bank’s shareholders to vote in connection with (i) the offer made by Getnet Payments, S.L., a company of the Santander Group, to acquire 49.99% of the shares of Sociedad Operadora de Tarjetas de Pago Santander Getnet Chile S.A. (“Getnet”) in exchange for a lump sum payment of Ch$68,000 million, and (ii) the execution of an agreement between us and Getnet, with a value that ranges from Ch$55,465 million and Ch$79,999 million by means of which we will share and use our personnel, branches, equipment and data to promote Getnet’s products and services for a term of seven years, in exchange for 10% of the DIAO (defined as the discount fee minus interchange fees minus assessment fees plus other revenues) received by Getnet as a result of such services. On January 27, 2026, an Extraordinary Shareholders’ Meeting of Banco Santander-Chile was held, at which the shareholders resolved to approve the acceptance of the offer made by Getnet Payments, S.L. to Banco Santander-Chile and Santander Asesorías Financieras Limitada for the purchase of 49.99% of the shares of the subsidiary Sociedad Operadora de Tarjetas de Pago Santander Getnet Chile S.A., in the terms previously stated.
The Bank also has significant influence over the following entities:
Place of Incorporation and operation Percentage of ownership share as of December 31,
2025 2024 2023
Associates Main activity (in %)
Redbanc S.A. ATM services Santiago, Chile 33.43 33.43 33.43
Transbank S.A. Debit and credit card services Santiago, Chile 25.00 25.00 25.00
Centro de Compensación Automatizado S.A. Electronic fund transfer and compensation services Santiago, Chile 33.33 33.33 33.33
Sociedad Interbancaria de Depósito de Valores S.A. Delivery of securities on public offer Santiago, Chile 29.29 29.29 29.29
Cámara Compensación de Pagos de Alto Valor S.A. Payments clearing Santiago, Chile 13.72 13.72 15.00
Administrador Financiero del Transantiago S.A. Administration of boarding passes for public transportation Santiago, Chile 20.00 20.00 20.00
Servicios de Infraestructura de Mercado OTC S.A. Administration of the infrastructure for the financial market of derivative instruments Santiago, Chile 12.48 12.48 12.48
In 2018, the Bank announced it was selling its share participation on Redbanc S.A. and Transbank S.A. Accordingly, we classified those investments in accordance to IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations” as investments available for sale. Since no potential buyers were identified, the Bank has reclassified those investments as investments in associates and accounted using the equity method. The Bank continues to be committed to the sale plan for these assets, actively seeking potential buyers and continuing its plans to develop its own acquiring network, as evidenced by the recent creation of a payment card operating company.
In the case of Cámara Compensación de Pagos Alto Valor S.A., Banco Santander-Chile has a representative on the Board of Directors. As per the definition of associates, the Bank has concluded that it exerts significant influence over this entity. In 2024, the Bank sold a stake of 1.28% and reduced its participation to 13.72% in this company.
In the case of Servicios de Infraestructura de Mercado OTC S.A., the Bank actively participates, through its executives, in the administration and in the process of organization, which is why the Administration has concluded that it exerts significant influence over it.
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Competition
Overview
The Chilean financial services market consists of a variety of largely distinct sectors. The most important sector, commercial banking, includes a number of privately-owned banks and one public-sector bank, Banco del Estado de Chile (which operates within the same legal and regulatory framework as the private sector banks). The private-sector banks include local banks and a number of foreign-owned banks operating in Chile. The Chilean banking system is comprised of 17 banks, including one public-sector bank. The six largest banks accounted for 85.4% of all outstanding loans by Chilean financial institutions as of December 31, 2025 (excluding assets held abroad by Chilean banks).
The Chilean banking system has experienced increased competition in recent years, largely due to consolidation in the industry and new legislation. In 2025, the merger between Banco BICE and Banco Security was completed, creating the 7th largest bank in Chile in terms of loan portfolio. In 2025 Tanner Digital Bank began its operations as a new bank in Chile servicing SMEs and Tenpo, a digital consumer bank, is expected to begin operating in 2026. We also face competition from non-bank and non-finance competitors, principally department stores, credit unions and cajas de compensación (private, non-profitable corporations whose aim is to administer social welfare benefits, including payroll loans, to their members) with respect to some of our credit products, such as credit cards, consumer loans and insurance brokerage. In addition, we face competition from non-bank finance competitors, such as leasing, factoring and automobile finance companies, with respect to credit products, and mutual funds, pension funds and insurance companies, with respect to savings products. Our subsidiary, Getnet, also competes against non-banks, such as MercadoPago, in the acquiring market. Currently, banks continue to be the main suppliers of leasing, factoring and mutual funds, and the insurance sales business has grown rapidly.
All the competition data in the following sections is based on Chilean Bank GAAP.
The following tables set out certain statistics comparing our market position to that of our peer group, defined as the six largest banks in Chile in terms of total loans as of December 31, 2025 or the latest date available (excluding assets held by Chilean banks abroad).
As of December 31 2025, unless otherwise noted
Market Share Rank
Commercial loans 13.8 % 4
Consumer loans 19.1 % 1
Residential mortgage loans 19.7 % 2
Total loans 16.7 % 1
Deposits 17.0 % 2
Checking accounts(1) 21.9 % 1
Branches(1) 15.9 % 2
Source: FMC
(1)As of November 2025, according to the latest publicly available information.
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Loans
As of December 31, 2025, our loan portfolio was the largest among Chilean banks. Our loan portfolio, including interbank loans, represented 16.7% of the market for loans in the Chilean financial system as of such date. The following table sets forth our and our peer group’s market shares in terms of loans (excluding assets held by Chilean banks abroad).
As of December 31 2025, (Chilean Bank GAAP)
Loans Ch$ bn U.S.$ bn Market Share
Santander-Chile 41,224 45.8 16.7 %
Banco de Chile 39,592 44.0 16.1 %
Banco del Estado de Chile 39,215 43.5 15.9 %
Banco de Crédito e Inversiones 35,224 39.1 14.3 %
Scotiabank Chile 32,533 36.1 13.2 %
Itaú Chile 22,784 25.3 9.2 %
Others 35,939 39.9 14.6 %
Chilean financial system 246,511 273.7
Source: FMC. Market share over total loans including those accounted for under amortized cost and fair value.
Deposits
We had a 17.0% market share in deposits, ranking second among banks in Chile as of December 31, 2025. Deposit market share is based on total time and demand deposits as of the respective dates. The following table sets forth our and our peer group’s market shares in terms of deposits (excluding assets held by Chilean banks abroad).
As of December 31 2025, (Chilean Bank GAAP)
Deposits Ch$ bn U.S.$ bn Market Share
Banco del Estado de Chile 35,517 39.4 19.8 %
Santander-Chile 30,569 33.9 17.0 %
Banco de Chile 28,470 31.6 15.9 %
Banco de Crédito e Inversiones 22,515 25.0 12.6 %
Scotiabank Chile 18,471 20.5 10.3 %
Itaú Chile 14,587 16.2 8.1 %
Others 29,255 32.5 16.3 %
Chilean financial system 179,384 199.1
Source: FMC.
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Total Equity
As of December 31, 2025, we were the third largest bank in Chile in terms of total equity. The following table sets forth our and our peer group’s total equity.
As of December 31 2025, (Chilean Bank GAAP)
Total Equity Ch$ bn U.S.$ bn Market Share
Banco de Crédito e Inversiones 7,446 8.3 20.1 %
Banco de Chile 5,800 6.4 15.7 %
Santander-Chile 4,840 5.4 13.1 %
Itaú Chile 4,309 4.8 11.7 %
Banco del Estado de Chile 4,204 4.7 11.4 %
Scotiabank Chile 4,029 4.5 10.9 %
Others 6,347 7.0 17.2 %
Chilean financial system 36,975 41.1
Source: FMC.
Efficiency
As of December 31, 2025, we were the first most efficient bank in our peer group. The following table sets forth our and our peer group’s efficiency ratio (defined as operating expenses as a percentage of operating revenue, which is the aggregate of net interest income, fees and income from services (net), net gains from mark-to-market and trading, exchange differences (net) and other operating income (net)) in each case under Chilean Bank GAAP.
Efficiency ratio as defined by the FMC As of December 31 2025, (Chilean Bank GAAP)
Santander-Chile 36.0 %
Banco de Chile 37.4 %
Scotiabank Chile 39.7 %
Banco del Estado de Chile 50.1 %
Banco de Crédito e Inversiones 51.7 %
Itaú Chile 55.0 %
Chilean financial system 45.1 %
Source: FMC.
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Net Income for the Period Attributable to Equity Holders
In 2025, we were the second largest bank in Chile in terms of net income attributable to shareholders measured under Chilean Bank GAAP. The following table sets forth our and our peer group’s net income.
As of December 31 2025, (Chilean Bank GAAP)
Net income attributable to equity holders Ch$ bn U.S.$ bn Market Share
Banco de Chile 1,192 1.32 22.6 %
Santander-Chile 1,053 1.17 20.0 %
Banco de Crédito e Inversiones 996 1.11 18.9 %
Banco del Estado de Chile 492 0.55 9.3 %
Scotiabank Chile 434 0.48 8.2 %
Itaú Chile 428 0.48 8.1 %
Others 669 0.74 12.7 %
Chilean financial system 5,264 5.85 —
Source: FMC.
Return on equity
We were the most profitable bank in our peer group (as measured by return on period-end equity under Chilean Bank GAAP) and the fourth most capitalized bank as measured by the Chilean BIS ratio as of December 31, 2025 and November 30, 2025 (the last industry available data), respectively. The following table sets forth our and our peer group’s return on average equity and BIS ratio.
Return on period-end equity as of December 31 2025, (Chilean Bank GAAP) BIS ratio as of Nov. 2025 (Chilean GAAP)
Santander-Chile 23.3 % 16.6 %
Banco de Chile 21.2 % 18.3 %
Banco de Crédito e Inversiones 13.8 % 15.8 %
Banco del Estado de Chile 12.2 % 16.6 %
Scotiabank 10.8 % 17.5 %
Itaú Chile 10.4 % 17.8 %
Source: FMC.
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Asset Quality
As of December 31, 2025, we were ranked fifth in our peer group by the non-performing loan to total loan ratio. The following table sets forth our and our peer group’s non-performing loan ratio of loans accounted for using the amortized cost method as defined by the FMC as of December 31, 2025.
Non-performing loans / total loans as of December 31 2025, (Chilean Bank GAAP)
Banco de Chile 1.66 %
Banco de Crédito e Inversiones 2.14 %
Itaú Chile 2.16 %
Scotiabank Chile 2.36 %
Santander-Chile 3.20 %
Banco del Estado de Chile 4.14 %
Chilean financial system 2.53 %
Source: FMC
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Regulation and Supervision
General
In Chile, only banks may maintain checking accounts for their customers, engage in foreign trade operations, and, together with non-bank financial institutions, accept time deposits. The main authorities that regulate financial institutions in Chile are the FMC and the Central Bank. Chilean banks are primarily subject to the General Banking Law, and to the extent inconsistent with this law, secondarily to the provisions of the Chilean Companies Law applicable to public corporations, with the exception of certain provisions that expressly are excluded.
The modern Chilean banking system dates back to 1925 and has been characterized by periods of extensive regulation and government intervention, as well as periods of deregulation. The most recent period of deregulation began in 1975 and culminated in the adoption of a series of amendments to the General Banking Law. This law was amended in 2001 to grant additional powers to banks, including general underwriting powers for new issues of certain debt and equity securities and the power to establish subsidiaries to engage in activities related to banking, such as brokerage, investment advisory and mutual fund services, investment fund management, factoring, securitization products and financial leasing services. In January 2019, amendments to the General Banking Law were introduced by Law 21,130, which modernized Chile’s banking legislation by adopting capital and resolution standards in line with Basel Committee requirements. More recently, the Fintech Law, in addition to introducing regulations related to the SFA, introduced relevant amendments to the General Banking Law, granting the FMC authority to establish rules of attention to customers of the banking industry and regulations applicable to banking subsidiaries. Finally, Law 21,694, published in September 2024, establishes certain additional exceptions to banking secrecy, stipulating that entities that have a legitimate interest under the law may also access information subject to banking secrecy.
The Central Bank
The Central Bank is an autonomous legal entity created by the Chilean Constitution. It is subject to the Chilean Constitution and its own ley orgánica constitucional, or organic constitutional law. To the extent not inconsistent with the Chilean Constitution or the Central Bank’s organic constitutional law, the Central Bank is also subject to private sector laws (but in no event is it subject to the laws applicable to the public sector). It is directed and administered by a Board of Directors composed of five members designated by the President of Chile, subject to the approval of the Chilean Senate.
The legal purpose of the Central Bank is to maintain the stability of the Chilean peso, that is, to keep inflation low and stable over time. The Central Bank is also responsible for the orderly functioning of Chile’s internal and external payment systems. The Central Bank’s powers include setting reserve requirements, regulating the amount of money and credit in circulation, establishing regulations and guidelines regarding finance companies, foreign exchange (including the Formal Exchange Market) and banks’ deposit-taking activities.
According to Article 132 of the General Banking Law, demand deposits and other obligations with unconditional withdrawal rights are 100% guaranteed by the Central Bank of Chile in the event of forced liquidation of a bank, regardless of whether the depositors are natural or legal persons.
Financial Market Commission
The Comisión para el Mercado Financiero or Financial Market Commission (FMC) is the sole supervisor for the Chilean financial system overseeing insurance companies, companies with publicly traded securities, credit unions, credit card and prepaid card issuers, and, as of June 1, 2019, banks. This commission is responsible for ensuring the proper functioning, development and stability of the financial market, facilitating market agents' participation and defending public faith in the financial markets. To do so, it must maintain a general and systemic vision of the market, considering the interests of investors and policyholders. Likewise, it shall be responsible for ensuring that the persons or entities audited, from their initiation until the end of their liquidation, comply with the laws, regulations, statutes and other provisions that govern them.
The Commission oversees a Council, which is composed of five members, who are appointed and are subject to the following rules:
•A commissioner appointed by the President of Chile, of recognized professional or academic prestige in matters related to the financial system, which will have the character of president of the FMC.
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•Four commissioners appointed by the President of Chile, from among persons of recognized professional or academic prestige in matters related to the financial system, by supreme decree issued through the Ministry of Finance, after ratification of the Senate by the four sevenths of its members in exercise, in session specially convened for that purpose.
The Council’s responsibilities include regulation, sanctioning and the definition of general supervision policies. In addition, there will be a prosecutor in charge of investigations and the Chairman will be responsible for supervision. The FMC will act in coordination with the Central Bank.
In January 2019, Law 21,130, which modernized the banking legislation contained in the General Banking Law and amended Law 21,000 (among others), was published in the Official Gazette. The law modernizes Chilean banking regulation in order to comply with Basel III practices and provisions. The law provides for stronger banking capital and reserves requirements in accordance with Basel III guidelines. The FMC now has the faculty to determine the risk weighting of assets through a standardized model to be approved by the FMC or banks can implement their own methodology, subject to approval by the FMC. The law also imposes limitations on dividend distributions and puts in place intervention mechanisms in the event of insolvency.
The regulator examines all banks from time to time, generally at least once a year. Banks are also required to submit their financial statements monthly to the FMC, and the banks’ financial statements are published at least four times a year in a newspaper with countrywide coverage. In addition, banks must provide extensive information about their operations at various periodic intervals to the FMC. A bank’s annual financial statements and the opinion of its independent auditors must also be submitted to the FMC.
Any person wishing to acquire, directly or indirectly, 10.0% or more of the share capital of a bank must obtain the prior approval of the FMC. Absent such approval, the acquirer of shares so acquired will not have the right to vote. The FMC may only refuse to grant its approval, based on specific grounds set forth in the General Banking Law.
According to Article 35 bis of the General Banking Law, the prior authorization of the regulator is required for:
•the merger of two or more banks;
•the acquisition of all or a substantial portion of a bank’s assets and liabilities by another bank;
•the control by the same person, or controlling group, of two or more banks; or
•a substantial increase in the existing control of a bank by a controlling shareholder of that bank.
The intended purchase, merger or expansion may be denied by the regulator with an accompanying resolution recording the specific reasons for denial and with the agreement of a majority of the Board of Directors of the Central Bank.
Pursuant to the regulations of the FMC, the following ownership disclosures are required:
•a bank is required to inform the FMC of the identity of any person owning, directly or indirectly, 5.0% or more of such banks’ shares;
•holders of ADSs must disclose to the Depositary the identity of beneficial owners of ADSs registered under such holders’ names;
•the Depositary is required to notify the bank as to the identity of beneficial owners of ADSs which such Depositary has registered and the bank, in turn, is required to notify the FMC as to the identity of the beneficial owners of the ADSs representing 5.0% or more of such banks’ shares; and
•bank shareholders who individually hold 10.0% or more of a bank’s capital stock and who are controlling shareholders must periodically inform the FMC of their financial condition.
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Limitations on Types of Activities
Chilean banks can only conduct those activities allowed by the General Banking Law: making loans, accepting deposits and, subject to limitations, making investments and performing financial services. Investments are restricted to real estate for the bank’s own use, gold, foreign exchange and debt securities. Through subsidiaries, banks may also engage in other specific financial service activities such as securities brokerage services, equity investments, securities, mutual fund management, investment fund management, financial advisory and leasing activities. Subject to specific limitations and the prior approval of the FMC and the Central Bank, Chilean banks may own majority or non-controlling interests in foreign banks.
Deposit Insurance
The General Banking Law protects certain depositors by providing government deposit insurance. The guarantee only extends to certain time deposits and savings accounts held by natural persons with a maximum value of UF400 per person (Ch$15.9 million or U.S.$17,643 as of December 31, 2025) per calendar year in the entire financial system and a maximum of UF200 per person per bank (Ch$7.9 million or U.S.$8,822 as of December 31, 2025. Governmental deposit insurance does not cover time deposits or savings account balances for legal entities (including for-profit and non-profit institutions or companies).
Demand deposits and other obligations with unconditional withdrawal rights are 100% guaranteed by the Central Bank of Chile in the event of forced liquidation of a bank, regardless of whether the depositors are natural or legal persons.
Reserve Requirements
Deposits are subject to a reserve requirement of 9.0% for demand deposits and 3.6% for time deposits (with terms of less than one year). For purposes of calculating the reserve obligation, banks are authorized to deduct daily from their foreign currency denominated liabilities, the balance in foreign currency of certain loans and financial investments held outside of Chile, the most relevant of which include:
•cash clearance account, which should be deducted from demand deposit for calculating reserve requirement;
•certain payment orders issued by pension providers; and
•the amount set aside for “technical reserve” (as described below), which can be deducted from reserve requirement.
The Central Bank has statutory authority to require banks to maintain reserves of up to an average of 40.0% for demand deposits and up to 20.0% for time deposits (irrespective, in each case, of the currency in which they are denominated) to implement monetary policy.
In addition, to the extent that the aggregate amount of the following types of liabilities exceeds 2.5 times the amount of a bank’s regulatory capital, a bank must maintain a 100% “technical reserve” against them: demand deposits, deposits in checking accounts, or obligations payable on sight incurred in the ordinary course of business, and in general all deposits unconditionally payable immediately, but excluding interbank demand deposits. As of December 31, 2025, the Bank was not required to maintain this reserve.
Minimum Capital
On October 9, 2020, the FMC published the regulations on regulatory capital to comply with regulatory capital regulation in accordance with Basel III and General Banking Law. The new regulation became effective on December 1, 2021 and is being gradually implemented and adjusted to be fully in place by December 1, 2025. Pursuant to the proposed regulation, there are three levels of capital: core capital level 1 or CET1 (core capital), additional tier I capital or AT1 (perpetual bonds and preferred stock) and Tier 2 or T2 capital (subordinated bonds and voluntary provisions). Regulatory capital is composed of the sum of CET1, AT and T2 after making some deductions, mainly for intangible assets, hybrid securities issued by foreign subsidiaries, partial deduction for deferred taxes and some reserve and profit accounts. The minimum total regulatory capital is 8% of risk-weighted assets, which includes credit, market, and operational risk. This minimum increases in line with the size, complexity and solvency of a bank and the FMC’s assessment of a bank’s management.
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According to Chilean regulations regulatory core capital must be as a minimum 4.5% of risk weighted assets (RWA) of a Bank. In addition, and to avoid restrictions on dividend payments, a bank must have an additional conservation buffer of 2.5% of RWA. The conservation buffer will be gradually phased in by 2025 and must be comprised of core capital. The Central Bank may set an additional CCyB of up to 2.5% of risk-weighted assets in agreement with the FMC, also comprised of core capital. At the Central Bank’s Financial Policy Meeting, held in the first half of 2023, the Board of the Central Bank of Chile agreed to activate the CCyB for banks, setting it at 0.5% of risk-weighted assets, which must be implemented by May 2024.
In November 2024, the Central Bank further updated the framework for determining the CCyB with the objective of moving towards what the Central Bank defined as the "neutral level" for this buffer, which was set at 1% of risk-weighted assets. The Central Bank's Financial Policy Committee will define the transition process towards this neutral level, which will be achieved gradually, only once convergence to Basel III standards is completed in December 2025. In particular, the initiation of the convergence toward the "neutral level" will be evaluated during the first Financial Policy Meeting of the year 2026. This decision will be adopted as macro-financial conditions allow, taking into account a timeframe of at least one year for its gradual implementation. This framework also sets the steps for loosening the CCyB if credit conditions warrant it.
Risk scenario CCyB Level Elements to Consider
Standard Risk CCyB at its Neutral level - Bank balance sheets show activity and results within normal ranges.
- Credit markets functioning normally.
- Asset price dynamics aligned with fundamentals.
Significant Increase in Systemic Risk CCyB increases exceptionally above Neutral - Credit growth significantly detached from fundamentals.
- Household and corporate leverage at very high levels.
- Asset overvaluation.
- External risks far exceeding usual levels.
- Bank balance sheets showing unusually high activity and results.
Materialization of Systemic Risk or Unexpected Shock CCyB is fully or partially reduced to a level below Neutral - Adverse shock to the economy from internal or external sources.
- Significant reduction in financial asset prices.
- Difficulties in access to financing for households and businesses.
- Banking sector shows weaknesses, including expectations of significant losses and increased cost of capital.
Recovery CCyB remains reduced below Neutral level or at zero - Beginning of recovery in the economy and banking sector.
- Balance sheets, risk indicators, and bank profitability in the process of recovery.
- Credit supply showing signs of recovery.
- Asset prices starting to align with fundamentals.
Reconstruction of CCyB CCyB gradually increases toward Neutral level as recovery consolidates - Signs of consolidated economic recovery.
- Bank balance sheets, risk indicators, and profitability recovered.
- Banks able to absorb capital impacts without relevant systemic risks.
On November 2, 2020, the FMC published updated guidelines regarding the identification and core capital charge for banks considered Systemically Important Banks (“SIBs”). The FMC, in agreement with the Central Bank, also imposed additional capital requirements for SIBs of between 1-3.5% of risk-weighted assets. This additional capital was gradually phased in by 25% beginning in December 2021 until December 2025.
There are a total of four factors that are weighted to reach a market share:
1.Size (weighted at 30%): Includes total assets consolidated in the domestic market.
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2.Domestic interconnection (weighted at 30%): Includes assets and liabilities with financial institutions (banks and non-banks) and assets in circulation in the Chilean financial market (equity and fixed income).
3.Domestic substitution (weighted at 20%): Includes the share in local payments, assets in custody, deposits and loans.
4.Complexity (weighted at 20%): Includes factors that could lead to greater difficulties regarding costs and/ or time for the orderly resolution of the Bank. These include the notional amount of OTC derivatives, inter-jurisdictional assets and liabilities and available-for-sale assets.
The minimum amount of the sum of the factors to be considered systemic is 1000 bp, equivalent to a weighted participation of 10% of all four factors. The core capital additional charge depends on the size of the total factor, as set out in the table below:
Systemic Level Range (bp) Core capital additional charge (% of risk-weighted assets)
I 1000-1300 1.0%-1.25%
II 1300-1800 1.25%-1.75%
III 1800-2000 1.75%-2.5%
IV >=2000 2.5%-3.5%
The Central Bank may also require for a SIB: (1) the addition of up to 2% to the core capital to a bank’s total assets ratios; (2) a reduction in the technical reserve requirement trigger from 2.5 times regulatory capital to 1.5 times regulatory capital; and/or (3) a reduction in the interbank loan limit to 20% of regulatory capital of any SIB. Under this framework, we are classified as a Level II SIB with a requirement of maintaining 1.5% of RWA as core capital to fulfill this requirement.
Banks must also have at least 1.5% of RWA in Additional Tier 1 capital (AT1), either in the form of preferred shares or perpetual bonds, both of which may be convertible to common equity. The maximum amount of AT1 is set at 1/3 of core capital. As a temporary measure, the FMC permits banks to fulfill their minimum AT1 requirement with Tier II instruments. In October 2021, the Bank issued an AT1 perpetual bond for U.S.$700 million with no fixed maturity and not redeemable before five years from the date of issuance. The bond is convertible to shares if the banks CET1 ratio falls below 5.125% in line with the FMC conditions and requirements for the issuance of perpetual bonds and preferred equity.
Tier 2 capital is now set at a minimum of 2% of RWA. Tier 2 includes subordinated bonds and up to the equivalent of 50% of core capital can be considered Tier 2. Additional provision in accordance with the rules of General Banking Law can also be considered Tier 2 in amount up to 1.25% of RWA.
The General Banking Law also incorporates Pillar II capital requirements to ensure adequate risk management. This pillar's objective is to ensure that banks maintain capital levels consistent with their risk profile and business model and encourages the development and use of appropriate processes to monitor and manage their risks. Pillar II also granted the regulators the power to impose greater capital requirements because of deficient evaluations of a bank’s internal capital adequacy assessment process (ICAAP), which should consider a bank’s risk profile and a strategy to sustain adequate levels of capital, even under stress scenarios. ICAAP is a process through which a bank evaluates its capital needs in relation to its risk profile, strategic objectives, and operating environment and is required by the FMC. Pillar II also focuses on risks not considered in Pillar I such as reputational risks, concentration risks, liquidity risks and interest rate risks. The FMC, with at least four votes from the Council of the FMC, will have the power to impose additional regulatory capital demands of up to 4% of risk-weighted assets, either Tier I or Tier II, if it determines that the previous capital levels and buffers are not enough for a particular financial institution. On April 11 2025, the FMC resolved to establish a Pilar II requirement of 25 basis points of total capital for Banco Santander Chile with an initial tranche of 12.5 basis points constituted by June 30, 2025. On January 16, 2026 and following the completion of the FMC's annual supervisory process, the FMC determined that the 0.125% Pilar II requirement for Santander Chile was sufficient. Every year the FMC will perform an annual capital adequacy assessments analysis as part of its supervisory process, which could result in a higher Pilar II capital requirement. Therefore, we cannot assure you that our minimum capital requirements will not be impacted by new regulatory Pilar II thresholds in the future.
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On December 12, 2023, the FMC published for public comment on proposals addressing the framework for the Internal Capital Adequacy Assessment Process (“ICAAP”) carried out by banks, the measurement of the Interest Rate Risk in the Banking Book (“IRRBB”) and the definition of outlier banks, among other topics. On January 17, 2024, the FMC stated that banks that had a level of market risk of the banking book greater than 15% of CET1 would have to meet an additional capital requirement under Pillar II guidelines. On July 8, 2025, the FMC published Circular No. 2,365 containing the final amendments to this regulation, including: (i) the removal of the 15% threshold of the CET1 to determine additional capital requirements based on the metric of changes in the Economic Value of Equity (“ΔEVE”) and the possibility to impose capital requirements for the full amount of interest rate risk in the banking book, based on either short-term or long-term exposures, (ii) establishment of a revised framework to determine outlier banks by maintaining the 15% threshold of the Tier 1 Capital based on ΔEVE while adding new thresholds for changes in Net Interest Income (“ΔNII”) amounting to 5% of Tier 1 Capital and 18% of 12-month rolling Net Interest Income, conditions that, if individually met, will determine an outlier bank, (iii) introduction of certain technical modifications to the standardized model for computing interest rate risk in the banking book (ΔEVE and ΔNII) by allowing the netting for local currencies (CLP and CLF) while differentiating interest rate shocks for short- and long -term risk for CLF currency, (iv) the allowance for banks to use internal models in order to determine potential internal capital buffers associated with IRRBB, (v) the introduction of parameters on the framework the banks should follow in order to assess their risk profile and measure material risks, (vi) the incorporation of new guidelines for banks regarding the definition of internal capital targets by adopting the Pillar II Requirement and Pillar II Guidance concepts, (vii) the limitation of a maximum extension of 70 pages for the ICAAP Report, and (viii) the establishment of new disclosure requirements for Pillar II requirements. According to the schedule provided by the FMC, except for the new computation guidelines for IRRBB through ΔEVE and ΔNII, most of the changes will be in place for the 2026 ICAAP, to be delivered to the FMC in April 2027. Given the changes in the measurement of ΔEVE and ΔNII metrics, the definition of new thresholds for determining outlier banks and the revision made to the supervisory framework, we cannot rule out the imposition of further capital requirements to the Chilean banking industry in the future, including us. Therefore, we cannot guarantee that our profitability will not be impacted by actions we may be required to take in order to fulfill new regulatory capital requirements which may be established by the FMC in the future.
In 2023, the FMC introduced Pillar III requirements for Chilean banks. The objective of the Pillar III standard is to give the public more transparency to better evaluate the capital situation of each entity. To do this, banking institutions must publish an independent document, referring exclusively to this pillar, which must offer readers a source of prudential parameters, updated according to the periodicity indicated, with all the information disclosure requirements indicated by the regulator.
The following table sets forth the regulatory capital demands under the General Banking Law:
Minimum capital requirements: Basel III, previous GBL and new requirements
Capital categories General Banking Law
(% over risk weighted assets)
(1) Core capital 4.5%
(2) Additional Tier 1 Capital (AT1) Minimum 1.5% up to 1/3 of core capital
(3) Total Tier 1 Capital (1+2) 6.0%
(4) Tier 2 Capital Minimum 2.0% with subordinated bonds up to 50% of core capital and additional provisions up to 1.25% of RWAs
(5) Total Regulatory Capital (3+4) 8.0%
(6) Conservation Buffer 2.5% CET1
(7) Total Equity Requirement (5+6) 10.5%
(8) Counter Cyclical Buffer up to 2.5% CET1. Currently set at 0.5%
(9) SIB Requirement Between 1 – 3.5% CET1
(10) Pillar II Up to 4% CET1 or Tier 2
Risk Weightings
The Basel Committee on Banking Supervision (BCBS) defines credit risk (CR) as the risk that a debtor or bank counterparty does not meet its obligations in accordance with the agreed terms. Credit risk is the most relevant in the
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Chilean banking industry. The prior mechanism estimated Risk Weighted Assets by Credit Risk (RWCR) using a methodology based on the Basel I standard. The standard method with Basel III standards is more advanced, since it has categories that depend on the type of counterparty and different risk factors. These categories are not based on accounting criteria, but rather on the underlying risk. Thus, all exposures that have mortgage guarantees, for example mortgage loans for housing, have a different treatment from those exposures not guaranteed by a mortgage. Additionally, in the case of mortgage-backed exposures, there are different types of treatment depending on the type of real estate and whether the obligations are paid with income generated by the property itself. The new framework also allows the use of internal methodologies, subject to compliance with minimum requirements. The new standards for weighing credit risk include the possibility of reducing RWCR when considering credit risk mitigators, such as compensation agreements, guarantees and other compensations.
The Basel Committee on Banking Supervision (BCBS) defines operational risk (OR) as the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events. This definition includes legal risk but excludes strategic and reputational that a debtor or bank counterparty does not meet its obligations in accordance with the agreed terms. In order to estimate the operational risk coefficient, two factors are considered:
1.The business indicator component (BIC): A component that considers interest income, interest earning assets, dividend income, financial transactions, fees, and other operational income and expenses. These are then multiplied by a marginal coefficient.
2.Internal Loss Multiplier (ILM): This component is based on 10 years of historical operational losses, or at least five years in some special cases.
BCBS defines market risk (MR) as the risk of losses arising from movements in market prices. The risks subject to market risk capital requirements mainly includes: interest rate risk, credit spread risk, equity risk, foreign exchange (FX) risk and commodities risk for trading book instruments; and FX risk and commodities risk for banking book instruments. The FMC does not permit banks to use internal models for calculating MRWA and instead only permits the usage of simple standardized models.
The following table sets forth our RWA and regulatory capital as of December 31, 2025 under Basel III as required by the Chilean regulator as of this reporting date.
Risk-weighted assets December 31 2025
Ch$ million
Market risk 7,143,966
Operational risk 5,019,913
Credit risk 29,551,588
Total RWA 41,715,467
Ratio
December 31 2025 December 31 2025
(Ch$ million) (% of RWA)
Common Equity Tier 1 (CET1) 4,601,923 11.0 %
Additional Tier I 629,468 1.5 %
Tier I 5,231,391 12.5 %
Tier II 1,815,930 4.4 %
Regulatory capital 7,047,321 16.9 %
We believe our capital levels are adequate, but we cannot rule out having to raise additional capital in the future to maintain our capital adequacy ratios above the minimum required by the FMC.
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Lending Limits
Under the General Banking Law, Chilean banks are subject to certain lending limits, including the following material limits:
•A bank may not extend to any entity or individual (or any one group of related entities), except for another financial institution, directly or indirectly, unsecured credit in an amount that exceeds 10.0% of the bank’s regulatory capital, or in an amount that exceeds 30.0% of its regulatory capital if the excess over 10.0% is secured by certain assets with a value equal to or higher than such excess. In the case of financing infrastructure projects built by government concession, the 10.0% ceiling for unsecured credits is raised to 15.0% if secured by a pledge over the concession, or if granted by two or more banks or finance companies which have executed a credit agreement with the builder or holder of the concession in the case of export loans in foreign currency the ceiling is raised to 30%;
•a bank may not extend loans to another financial institution subject to the General Banking Law in an aggregate amount exceeding 30.0% of its regulatory capital;
•a bank may not grant loans to a single business group, as defined in Title XV of Law 18,045, that exceeds 30% of the Bank’s regulatory capital, provided that such limit excludes interbank loans;
•if a bank originates a loan in excess of these limits, a fine equivalent to 10% of the excess will be applied to the bank;
•a bank may not directly or indirectly grant a loan whose purpose is to allow an individual or entity to acquire shares of the lender bank;
•a bank may not lend, directly or indirectly, to a director or any other person who has the power to act on behalf of the bank; and
•a bank may not grant loans to related parties (including holders of more than 1.0% of its shares) on more favorable terms than those generally offered to non-related parties. Loans granted to related parties are subject to the limitations described in the first bullet point above. In addition, the aggregate amount of loans to related parties may not exceed a bank’s regulatory capital.
In addition, the General Banking Law limits the aggregate amount of loans that a bank may grant to its employees to 1.5% of its regulatory capital and provides that no individual employee may receive loans in excess of 10.0% of this 1.5% limit. Notwithstanding these limitations, a bank may grant each of its employees a single residential mortgage loan for personal use during such an employee’s term of employment.
Allowance for Loan Losses under Chilean Bank GAAP
Chilean banks are required to provide to the FMC detailed information regarding their loan portfolio on a monthly basis. The FMC examines and evaluates each financial institution’s credit management process, including its compliance with the loan classification guidelines. Banks are classified into four categories: 1, 2, 3 and 4. Each bank’s category depends on the models and methods used by the bank to classify its loan portfolio, as determined by the FMC. Category 1 banks are those banks whose methods and models are satisfactory to the FMC. Category 1 banks will be entitled to continue using the same methods and models they currently have in place. A bank classified as a category 2 bank will have to maintain the minimum levels of reserves established by the FMC while its Board of Directors will be made aware of the problems detected by the FMC and required to take steps to correct them. Banks classified as categories 3 and 4 will have to maintain the minimum levels of reserves established by the FMC until they are authorized by the FMC to do otherwise.
Differences between IFRS and Chilean Bank GAAP
Chilean Bank GAAP, as prescribed by the Compendium of Accounting Standards (the “Compendium”), differs in certain respects from IFRS. The main differences that should be considered by an investor are the following:
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Suspension of Income Recognition on Accrual Basis
In accordance with the Compendium, financial institutions must suspend recognition of income on an accrual basis in their statements of income for certain loans included in the impaired portfolio. IFRS 9 does not allow the suspension of accrual of interest on financial assets for which an impairment loss has been determined. Under IFRS 9, interest income is calculated by applying the effective interest rate to the gross carrying amount of financial assets, except for financial assets that have subsequently become credit-impaired (or “Stage 3”), for which interest revenue is calculated by applying the effective interest rate to their amortized cost (i.e., net of ECL provision). Off-balance interests are recorded as interest income only if related payments are received. This difference does not materially impact our Audited Consolidated Financial Statements.
Charge-offs and Accounts Receivable
The Compendium requires companies to establish deadlines for the charge-off of loans and accounts receivable. IFRS does not require any such deadline for charge-offs. A charge-off due to impairment would be recorded, if and only if, all efforts at collection of the loan or account receivable had been exhausted. Accordingly, this difference does not materially impact our Audited Consolidated Financial Statements.
Assets Received in Lieu of Payment
The Compendium requires that the initial value of assets received in lieu of payment be the value agreed upon with a debtor as a result of the loan settlement or the value awarded in an auction, as applicable. These assets are required to be written off one year after their acquisition, if the assets have not been previously disposed of. IFRS requires that assets received in lieu of payment be initially accounted for at fair value. Subsequently, asset valuation depends on the classification provided by the entity for that type of asset. No deadline is established for charging-off an asset. The Bank has adjusted the Audited Consolidated Financial Statements accordingly.
Loan Loss Allowances
According to both Chilean Bank GAAP and IFRS, loan loss allowances are calculated using expected loss models. The main difference between Chilean Bank GAAP and IFRS 9 regarding loan loss allowances is that loan loss allowances under Chilean GAAP are calculated using expected loss models based on specific guidelines set by the FMC. The models adopted with IFRS 9 use an expected loss approach, however these are not in accordance with specific guidelines under Chilean Bank GAAP given by the FMC. The FMC has not adopted the IFRS 9 Impairment chapter and therefore the Bank has adjusted the Audited Consolidated Financial Statements to fully comply with IFRS standards.
Provisions for Country Risk and for Contingent Loan Risk
Under Chilean Bank GAAP, the Bank provisions for country risk to cover the risk taken when holding or committing resources with any foreign country. These allowances are established according to country risk classifications established by the FMC and therefore are not in accordance with IFRS. Our provisions for country risk as of December 31, 2025 were not material.
Under Chilean Bank GAAP, the Bank has established allowances related to the undrawn available credit lines and contingent loans in accordance with the FMC. Under IFRS 9, provisions for contingent loans are calculated based on expected credit loss. The Bank has adjusted the Audited Consolidated Financial Statements accordingly.
These differences do not have a material impact on our financial statements.
Perpetual bonds
The Bank has classified the perpetual bonds it has issued as other equity instruments issued other than capital in accordance with IFRS, with interest being recognized in interest expense in the consolidated statement of income. Under Chilean Bank GAAP these instruments are recognized as liabilities under the line item issued regulatory capital financial instruments, with interest recognized in equity.
Additional Provisions
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According to FMC regulation, with Board approval, a bank would be allowed to establish additional provisions over the provision limits already described, to protect themselves from the risk of non- predictable economical fluctuations that could affect the macro-economic environment or a specific economic sector. According to No. 10 of Chapter B-1 from the FMC Compendium of Accounting Standards (Compendio de Normas Contables), these provisions will be recorded in liabilities, like provisions for contingent loans.
Deferred taxes
The Bank records, when appropriate, deferred tax assets and liabilities for the estimated future tax effects attributable to differences between the carrying amount of assets and liabilities and their tax bases. Due to the adjustments made to our consolidated financial statements for the differences between Chilean Bank GAAP and IFRS, we adjust deferred taxes accordingly.
Provision for Mandatory Dividends
This provision is made in accordance with the Bank’s internal policy and Article 79 of the Chilean Companies Law, pursuant to which at least 30% of net income for the period is distributed, except in the case of a contrary resolution adopted at the respective shareholders’ meeting by unanimous vote of the outstanding shares. While the Bank uses the same policy under Chilean Bank GAAP and IFRS, the net income used to calculate the provision is adjusted in accordance with IFRS principles. However, for the distribution of dividends, the Bank uses the net income according to Chilean Bank GAAP.
Exchange rate of provisions for credit risk
In accordance with FMC regulations and Chilean GAAP, the Bank recognizes the gain or loss incurred by the exchange rate difference arising from provision of credit risk for loans in foreign currency. As the credit risk provision is adjusted under IFRS 9, the exchange rate difference is also adjusted.
Capital Markets
Under the General Banking Law, banks in Chile may purchase, sell, place, underwrite and act as paying agents with respect to certain debt securities. Likewise, banks in Chile may place and underwrite certain equity securities. Bank subsidiaries may also engage in debt placement and dealing, equity issuance advice and securities brokerage, as well as in financial leasing, mutual fund and investment fund administration, investment advisory services and merger and acquisition services. These subsidiaries are regulated by the FMC.
Legal Provisions Regarding Banking Institutions with Economic Difficulties
Article 112 of the General Banking Law provides that if specified adverse economic circumstances exist at any bank, its Board of Directors must approve a financing plan to correct the situation and present it to the FMC. In its proposal, the bank must state the scheduled time within which the plan will be completed, which may not exceed 6 months. If one of the measures contained in the financing plan is to increase the capital of the bank by the amount necessary to return the bank to financial stability, the Board of Directors must call a special shareholders’ meeting to the capital increase. If the shareholders reject the capital increase, the FMC may apply one or more of the restrictions stated in Article 116 of the General Banking Law for a period not exceeding 6 months, which may be renewed once for the same period. These restrictions include limiting the bank’s ability to grant loans to any person or legal entity linked (directly or through third parties) to the property or management of the bank, limiting loan renewals for more than 180 days, limiting security documents governing existing loans, among others.
If the approval of shareholders is required for a different measure included in the plan, the Board of Directors must call the shareholders’ meeting within 15 days. The General Banking Law provides that the bank may receive a three-year term loan from one or more banking institutions. The terms and conditions of such a loan must be approved by the directors of both banks, as well as by the FMC, but need not be submitted to any institution’s shareholders for their approval. In any event, a creditor bank cannot grant interbank loans to an insolvent bank in an amount exceeding 25.0% of the creditor bank’s regulatory capital. If the bank is unable to pay the loan to its creditors, article 115 of the General Banking Law provides that a bank’s unpaid debt may be: (i) capitalized in a merger between the bank and creditor bank, where the creditor bank may establish the terms and conditions of the merger provided such terms and conditions are approved by the FMC; (ii) used to complete a capital increase agreed by the bank, provided that the shares are issued by a third party; and
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(iii) to subscribe and pay a capital increase. The shares acquired by the creditor bank must be sold within a period of 180 days, which can be extended by the FMC for a further 180 days.
Dissolution and Liquidation of Banks
The FMC may establish that a bank should be liquidated for the benefit of its depositors or other creditors when such bank does not have the necessary solvency to continue its operations. In such case, the FMC must revoke a bank’s authorization to exist and order its mandatory liquidation, subject to agreement by the Central Bank. The FMC must also revoke a bank’s authorization if the reorganization plan of such bank has been rejected twice. The resolution by the FMC must state the reason for ordering the liquidation and must name a liquidator, unless the FMC assumes this responsibility. When a liquidation is declared, all checking accounts and other demand deposits received in the ordinary course of business are required to be paid by using existing funds of the bank, its deposits with the Central Bank or its investments in instruments that represent its reserves. If these funds are insufficient to pay these obligations, the liquidator may seize the rest of the bank’s assets, as needed. If necessary and in specified circumstances, the Central Bank will lend the bank the funds necessary to pay these obligations. Any such loans are preferential to any claims of other creditors of the liquidated bank.
On January 12, 2019, Law No. 21,130 was published in the Official Gazette of Chile. The law modernizes banking legislation including the General Banking Law by, among other things, transferring the supervisory powers of the Superintendency of Banks and Financial Institutions (SBIF) to the FMC, updating the capital and risk management requirements applicable to banking companies in accordance with the Basel III standards, and introducing measures for the early regularization and intervention of banking companies that are at risk of insolvency.
With respect to measures for early regularization, Law No. 21,130 establishes an obligation on banks to inform the FMC if any of the regulatory non-compliance situations listed in Article 112 of the General Banking Law arise or if it has detected any event indicative of financial instability or deficient administration. Within five days of notifying the FMC, the bank must present a regularization plan approved by its board of directors containing concrete measures that shall remedy the relevant situation and ensure the bank’s normal performance. The bank must comply with the regularization plan within 6 months of the resolution approving it. During the implementation of the plan, the bank must also submit periodic reports on its progress to the FMC, and the FMC may require the implementation of additional measures and/or prohibitions it deems necessary for the plan’s success.
Article 161 of the General Banking Law provides that directors, managers, administrators and attorneys-in-fact who, without written authorization from the FMC, agree to, perform or cause the execution of any of the acts prohibited under Article 116 of the General Banking Law shall be imprisoned for a term within the medium to maximum range. If a bank fails to submit the regularization plan, the plan is rejected by the FMC, the bank fails to comply with any of the measures set out in the plan, the bank repeatedly breaches the plan’s terms or is subject to fines, or if any serious event occurs that raises concerns for the bank’s financial stability, the FMC may appoint a delegated inspector, who shall have powers to, among other things, suspend any agreement of the board of directors or act of the attorneys-in-fact of the institution, and/or a provisional administrator, who shall have all the ordinary faculties that the law and the by-laws provide for the board of directors, or whoever acts in its place, and for the general manager.
Other amendments incorporated by Law No. 21,130 include the elimination of creditors’ agreements as a mechanism for regularizing a bank’s financial situation, the incorporation of modifications to financial system capitalization and preventive capitalization, and the incorporation of further requirements for bank directors.
Obligations Denominated in Foreign Currencies
Santander-Chile must also comply with various regulatory and internal limits regarding exposure to movements in foreign exchange rates (See “Item 11. Quantitative and Qualitative Disclosures About Market Risk”).
Foreign Loans and Investments in Foreign Securities
Under current Chilean banking regulations, banks in Chile may grant loans to foreign individuals and entities and invest in certain securities of foreign issuers. Chapter 3 Section B.5-3 and Section B.5-4 of the Central Bank’s Financial Norms regulate a bank’s investment in foreign loans and investment in foreign securities. Banks in Chile may invest in debt securities traded in formal secondary markets. Such debt securities must be (1) securities issued or guaranteed by foreign sovereign states or their central banks or other foreign or international financial entities, and (2) bonds issued by
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foreign companies. If the sum of investment in foreign securities and loans granted outside of Chile surpasses 70.0% of regulatory capital, the amount that exceeds 70.0% is subject to a mandatory loan loss reserve of 100%.
Table 1
Rating Agency Short Term Long Term
Moody’s P2 Baa3
Standard and Poor’s A3 BBB-
Fitch F2 BBB-
Dominion Bond Rating (DBRS) R-2 BBB (low)
In the event that the sum of: (a) loans granted abroad that are not to subsidiaries of Chilean companies, and that have a rating of BB- or less and do not trade on a foreign stock exchange, and (b) the investments in foreign securities which have a rating that is below that indicated in Table 1 above, but is equal to or exceeds the ratings mentioned in the Table 2 below and exceeds 20.0% (and 30.0% for banks with a BIS ratio equal or exceeding 10% of the regulatory capital of such bank), the excess is subject to a mandatory loan loss reserve of 100%.
Table 2
Rating Agency Short Term Long Term
Moody’s P2 Ba3
Standard and Poor’s A-2 BB-
Fitch F2 BB-
DBRS R-2 BB (low)
In addition, banks may invest in foreign securities whose ratings are equal to or exceed those mentioned in Table 3 below for an additional amount equal to 70% of their regulatory capital. This limit constitutes an additional margin and is not subject to the 100% mandatory reserve.
Additionally, a Chilean bank may invest in foreign securities whose rating is equal to or exceeds those mentioned in Table 3 below in: (i) demand deposits with foreign banks, including overnight deposits in a single entity; and (ii) securities issued or guaranteed by sovereign states or their central banks or securities issued or guaranteed by foreign entities within the Chilean State, though investment will be subject to the limits by issuer up to 30.0% and 50.0%, respectively, of the regulatory capital of the Chilean bank that makes the investment. If these foreign securities do not have a rating, the individual limit will be 10.0% of regulatory capital.
Table 3
Rating Agency Short Term Long Term
Moody’s P1 Aa3
Standard and Poor’s A1+ AA-
Fitch F1+ AA-
DBRS R-1 (high) AA(low)
Moreover, the sum of all demand deposits with foreign banks, including overnight deposits to related parties, as defined by the Central Bank and the FMC cannot surpass 25.0% of a bank’s regulatory capital. This limit excludes foreign branches of Chilean banks or their subsidiaries but must include amounts deposited by these entities in related parties abroad. Banks may grant commercial loans and foreign trade loans and can buy loans granted by banks abroad. Chilean banks may only invest in equity securities of foreign banks and certain other foreign companies which may be affiliates of the bank or which would be complementary to the bank’s business if such companies were incorporated in Chile.
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United States Supervision and Regulation
Financial Regulatory Reform
Santander-Chile is a subsidiary of Santander Spain, a foreign banking organization (“FBO”) with operations in the United States. As a subsidiary of Santander Spain, Santander-Chile is subject to certain U.S. financial regulatory laws and rules. In addition to regulations, the U.S. financial regulatory agencies may issue policy statements, interpretive letters and similar written guidance.
Financial regulatory statutes and rules are continually under review by the U.S. Congress and U.S. financial regulatory agencies. Changes in key personnel at the U.S. financial regulatory agencies may result in differing interpretations of existing rules and guidelines and potentially more stringent enforcement and more severe penalties than previously. The full spectrum of risks that result from pending or future U.S. financial services legislation or regulations cannot be fully known; however, such risks could be material and we could be materially and adversely affected by them.
Volcker Rule
Owing to its status as a subsidiary of an FBO, Santander-Chile is subject to Section 13 of the U.S. Bank Holding Company Act and its implementing rules (collectively, the “Volcker Rule”). The Volcker Rule prohibits “banking entities” from engaging in certain forms of proprietary trading or from sponsoring or investing in “covered funds,” in each case subject to certain exceptions. The Volcker Rule also limits the ability of banking entities and their affiliates to enter into certain transactions with covered funds with which they or their affiliates have certain relationships. The Group has adopted processes to establish, maintain, enforce, review and test the compliance program designed to achieve and maintain compliance with the Volcker Rule. The Volcker Rule contains exclusions and certain exemptions for, among others, market-making, hedging, underwriting, trading in U.S. government and agency obligations and certain foreign government obligations, and trading solely outside the United States, and also permits certain ownership interests in certain types of funds to be retained. Santander Spain’s non-U.S. banking organization subsidiaries, including Santander-Chile, are largely able to continue their activities outside the United States in reliance on the “solely outside the U.S.” exemptions from the Volcker Rule. Those exemptions generally exempt proprietary trading, and sponsoring or investing in covered funds if, among other restrictions, the essential actions take place outside the United States.
Santander Spain will continue to monitor Volcker Rule-related developments and assess their impact on its operations, including those of Santander-Chile, as necessary.
Other U.S. Financial Regulations
Santander Spain is subject to other U.S. financial regulatory regimes that do not directly apply to Santander-Chile based on the current scope of its operations. For example, Santander Spain, as a Category IV FBO, and Santander Holdings USA, Santander Spain’s U.S. intermediate holding company (“IHC”), as a Category IV IHC, are subject to enhanced prudential standards imposed by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) on large banking organizations that exceed certain asset thresholds. Enhanced prudential standards include risk-based and leverage capital requirements, liquidity requirements, risk management and governance requirements, capital planning and stress testing requirements, resolution planning requirements, and risk management requirements. Category IV institutions are subject to the least exacting level of enhanced prudential standards.
In addition, Santander Spain is registered as a non-US swap dealer with the CFTC and is registered as a non-US security-based swap dealer with the SEC. As such, Santander Spain is subject to certain clearing, exchange trading, uncleared swap margin, business conduct, reporting and other requirements.
Foreign Corrupt Practices Act Regulations
Santander-Chile, as a foreign private issuer whose securities are registered under the U.S. Securities Exchange Act of 1934, is subject to the U.S. Foreign Corrupt Practices Act (the “FCPA”). The FCPA generally prohibits such issuers and
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their directors, officers, employees and agents from using any means or instrumentality of U.S. interstate commerce in furtherance of any offer or payment of money to any foreign official or political party for the purpose of influencing a decision of such person in order to obtain or retain business. It also requires that the issuer maintain books and records and a system of internal accounting controls sufficient to provide reasonable assurance that accountability of assets is maintained, and accurate financial statements can be prepared. Penalties, fines and imprisonment of Santander-Chile’s officers and/or directors can be imposed for violations of the FCPA.
Disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act
Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r) to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), an issuer is required to disclose in its annual or quarterly reports, as applicable, whether it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with individuals or entities designated pursuant to certain Executive Orders. Disclosure is generally required even where the activities, transactions or dealings were conducted in compliance with applicable law.
The following activities are disclosed in response to Section 13(r) with respect to the Group and its affiliates. During the period covered by this report:
•Frozen accounts and transactions: A limited number of accounts for customers subsequently designated over time by the US under the Specially Designated Global Terrorist (SDGT) sanctions program, were or are maintained with certain non-US affiliates of Santander. All accounts have been frozen or cancelled to comply with applicable legal requirements.
•Legacy contractual obligations related to guarantees: The Group also has certain legacy performance guarantees for the benefit of an Iranian bank that is currently designated by the US under the Specially Designated Global Terrorist (SDGT) sanctions program (stand-by letters of credit to guarantee the obligations – either under tender documents or under contracting agreements – of contractors who participated in public bids in Iran) that were in place prior to 27 April 2007. The Group is not contractually permitted to cancel these arrangements without paying the guaranteed amount. As such, the Group intends to continue to provide the guarantees in accordance with company policy and applicable laws.
In the aggregate, all the transactions described above resulted in gross revenues and net profits in the year ended December 31, 2025, which were negligible relative to the overall revenues and profits of Santander. The Group has undertaken significant steps to withdraw from the Iranian market such as closing its representative office in Iran and ceasing all banking activities therein, including correspondent relationships, deposit taking from Iranian entities and issuing export letters of credit, except for the legacy transactions described above.
C.Organizational Structure
Grupo Santander controls Santander-Chile through its holdings in Teatinos Siglo XXI Inversiones S.A. and Santander Chile Holding S.A. which are controlled subsidiaries. Grupo Santander has control over 67.18% of our shares.
Shareholder Number of Shares Percentage
Santander Chile Holding S.A. 66,822,519,695 35.46
Teatinos Siglo XXI Inversiones S.A. 59,770,481,573 31.72
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The chart below sets forth the names and areas of responsibility of our senior managers as of the date of the filing of this annual report:
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D.Property, plants and equipment
We are domiciled in Chile and own our principal executive offices located at Bandera 140, 20th floor, Santiago, Chile. As of December 31, 2025, we owned the locations at which 28.9% of our branches were located. The remaining branches operate at rented locations. We believe that our existing physical facilities are adequate for our needs.
Main Properties as of December 31 2025 Number
Central Offices
Owned 3
Rented 4
Total 7
Branches
Owned 66
Rented 162
Total 228
Other property(1)
Owned 21
Rented 7
Total 28
(1)Consists mainly of parking lots, mini-branches and property owned by our subsidiaries.