REG - Banco Santander S.A. - Capital reduction following completion of program

Banco Santander SAAnnouncement

Tue 10:15

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RNS Number : 2159L  Banco Santander S.A.  03 June 2025

Banco Santander, S.A. (the "Bank" or "Banco Santander"), in compliance with
the securities market legislation, hereby communicates the following:

OTHER RELEVANT INFORMATION

Banco Santander share capital reduces by 1,76% following completion of
buy-back programme.

Reference is made to our notice of inside information of 5 February 2025
(official registry number 2584) (the "Buy-back Commencement Communication"),
relating to the buyback programme of own shares approved by the board of
directors of Banco Santander (the "Buy-back Programme" or the "Programme").
The Bank informs that, after the last acquisitions mentioned below, the
maximum investment provided for in the Buy-back Programme (i.e. EUR 1,587
million) has been reached, having acquired a total of 267,166,950 own shares,
representing approximately 1.76% of the Bank's share capital. The acquisition
of shares under the Buy-back Programme has been communicated on a regular
basis, pursuant to the provisions of Articles 2.2 and 2.3 of the Commission
Delegated Regulation (EU) No. 2016/1052. As a consequence of the above, the
Buy-back Programme has been terminated in accordance with the terms set out
when it was announced.

As disclosed in the Buy-back Commencement Communication, the purpose of the
Programme was to reduce the Bank's share capital by redeeming the shares
acquired thereunder, which was authorised by the European Central Bank on 31
January 2025 (the "Capital Reduction"). The implementation of the Capital
Reduction, which was approved at the Bank's ordinary general shareholders'
meeting held on 4 April 2025 on second call under item 6 A of the agenda, has
taken place at the meeting of the executive committee of the Bank held on 2
June 2025.

As a result of the Capital Reduction, Banco Santander's share capital has been
reduced by EUR 133,583,475 through the cancellation of the aforementioned
267,166,950 own shares, each with a nominal value of EUR 0.5. Consequently,
the Bank's share capital has been set at EUR 7,442,662,686 represented by
14,885,325,372 shares, all of them of the same class and series.

The purpose of the Capital Reduction is the cancellation of the own shares
acquired under the Buy-back Programme, contributing to the remuneration of the
Bank's shareholders by increasing the profit per share, which is inherent to
the decrease in the number of shares. The Capital Reduction does not entail
the return of contributions to shareholders since the Bank is the owner of the
cancelled shares.

It is expected that a reserve for amortised capital be created with a charge
to the share premium reserve for an amount equal to the nominal value of the
cancelled shares (EUR 133,583,475 ), which may only be used under the same
conditions as those required for the reduction of the share capital, pursuant
to the provisions of Article 335 c) of the Spanish Companies Law.
Consequently, in accordance with the provisions of such Article, the Bank's
creditors will not be afforded the right of objection referred to in Article
334 of the same Law.

For purposes of the provisions of Article 411 of the Spanish Companies Law and
in accordance with Additional Provision One of Law 10/2014 of 26 June on the
organisation, supervision and solvency of credit institutions, it is hereby
stated for the record that, as the Bank is a credit institution and the other
requirements set forth in the aforementioned Additional Provision are met, the
consent of the bondholder syndicates for the outstanding debenture and bond
issues is not required for the implementation of the reduction.

The announcements of the Capital Reduction will be published in the Official
Gazette of the Spanish Commercial Registry and on the Bank's corporate website
(www.santander.com (http://www.santander.com) ) in the coming days.

Thereafter, the public deed regarding the corporate resolutions on the Capital
Reduction and amendment of the Bank's By-laws will be granted and subsequently
registered with the Commercial Registry of Santander. In addition, the
delisting of the 267,166,950 cancelled shares from the Spanish and foreign
stock exchanges or stock markets on which the Bank's shares are listed, and
the cancellation of the book-entry records of the cancelled shares before the
competent bodies will both be requested.

Accumulated share capital reduction resulting from the buyback programmes

After the completion of the Buy-back Programme, which entails a share capital
reduction of the Bank's share capital by approximately 1.76%, once the eight
buyback programmes carried out against results since 2021 have been completed,
the accumulated share capital reduction amounts to EUR 1,227,657,965, with the
Bank having repurchased 2,455,315,930 shares since November 2021,
approximately 14.16% of its outstanding shares as of that date.

Last transactions executed under the Programme

Moreover, pursuant to article 5 of Regulation (EU) no. 596/2014 on Market
Abuse of 16 April 2014, and articles 2.2 and 2.3 of Commission Delegated
Regulation (EU) 2016/1052, of 8 March 2016, the Bank informs, that it has
carried out the following transactions over its own shares between 29 May and
2 June 2025 (both inclusive):

 Date        Security  Transaction  Trading venue  Number of shares  Weighted average price (€)
 29/05/2025  SAN       Purchase     XMAD           697,271           7.0674
 29/05/2025  SAN       Purchase     CEUX           60,462            7.0687
 29/05/2025  SAN       Purchase     TQEX           14,892            7.0679
 29/05/2025  SAN       Purchase     AQEU           27,375            7.0749
 30/05/2025  SAN       Purchase     XMAD           1,025,561         7.0620
 30/05/2025  SAN       Purchase     CEUX           145,155           7.0638
 30/05/2025  SAN       Purchase     TQEX           48,894            7.0675
 30/05/2025  SAN       Purchase     AQEU           80,390            7.0753
 02/06/2025  SAN       Purchase     XMAD           1,144,454         7.0177
 02/06/2025  SAN       Purchase     CEUX           184,870           7.0152
 02/06/2025  SAN       Purchase     TQEX           44,250            7.0075
 02/06/2025  SAN       Purchase     AQEU           93,376            7.0052
                                    TOTAL          3,566,950

 

 

Issuer name: Banco Santander, S.A. - LEI 5493006QMFDDMYWIAM13

 

Reference of the financial instrument: ordinary shares - Code ISIN
ES0113900J37

Detailed information of the transactions carried out within the referred
period is attached as Annex I.

 

 

 
                           Boadilla del Monte
(Madrid), 3 June 2025

ANNEX I

 

Detailed information on each of the transactions carried out within the
context of the Buy-back Programme between
(https://www.santander.com/content/dam/santander-com/es/documentos/cumplimiento/do-anexo-i-29-may-a-02-jun-2025.pdf)
29
(https://www.santander.com/content/dam/santander-com/es/documentos/cumplimiento/do-anexo-i-29-may-a-02-jun-2025.pdf)
/05/2025 and
(https://www.santander.com/content/dam/santander-com/es/documentos/cumplimiento/do-anexo-i-29-may-a-02-jun-2025.pdf)
02/06/
(https://www.santander.com/content/dam/santander-com/es/documentos/cumplimiento/do-anexo-i-29-may-a-02-jun-2025.pdf)
2025 (both inclusive).
(https://www.santander.com/content/dam/santander-com/es/documentos/cumplimiento/do-anexo-i-29-may-a-02-jun-2025.pdf)

 

 

 

IMPORTANT INFORMATION

 

Not a securities offer

This document and the information it contains does not constitute an offer to
sell nor the solicitation of an offer to buy any securities.

Past performance does not indicate future outcomes

Statements about historical performance or growth rates must not be construed
as suggesting that future performance, share price or results (including
earnings per share) will necessarily be the same or higher than in a previous
period. Nothing in this document should be taken as a profit and loss
forecast.

 

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