REG - Banco Santander S.A. - Commencement of a program to repurchase own shares

Banco Santander SAAnnouncement

30/07/2025 07:00

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RNS Number : 1594T  Banco Santander S.A.  30 July 2025

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

 inside information

 In application of the Bank's current shareholder remuneration policy,
 consisting of a total shareholder remuneration target of c. 50% of the Group's
 reported profit (excluding noncash and non-capital ratios), split
 approximately in equal parts in cash dividend payments and share buybacks, the
 board of directors  approved to implement a share repurchase programme for an
 amount equivalent to c. 25% of the Group's underlying profit in the first half
 of 2025 (i.e. a programme of approximately 1,700 million euros). The
 appropriate regulatory authorization for the new programme has already been
 obtained and its execution will therefore commence from tomorrow as detailed
 below.

 First Buyback Programme for 2025 results

 The Buyback Programme will be executed pursuant to the resolutions adopted by
 the general shareholders' meeting held on 31 March 2023 and will have the
 following characteristics:

 -     Purpose of the Buyback Programme: to reduce the Bank's share capital
 through the redemption of the shares acquired under the Programme in the share
 capital reduction approved by the 2025 Annual Shareholders' Meeting under item
 6ºB of the agenda.

 -   Maximum investment: the Buyback Programme will have a maximum monetary
 amount of 1,700 million euros.

 -     Maximum number of shares: The maximum number of shares that may be
 acquired pursuant to the Programme will depend on the average price at which
 they are acquired, but will not exceed 1,373,961,787 shares. Assuming that the
 average purchase price at which shares are acquired pursuant to the Programme
 were 7.55 1  euros, the maximum number of shares that would be acquired would
 be 225,165,563 (c. 1,51% of the Bank's share capital).

 -     Other conditions: shares will be purchased at market price, subject
 to the following restrictions:

 o  The Bank may not purchase shares at a price higher than the greater of the
 following two: (a) the price of the last independent trade, or (b) the highest
 current independent purchase bid on the trading venue where the purchase is
 carried out.

 o  The Bank may not purchase on any trading day more than 25% of the average
 daily volume of the Bank's shares on the trading venue on which the purchase
 is carried out. The average daily volume will be based on the average daily
 volume traded in the twenty (20) business days preceding the date of each
 purchase.

 -     Indicative duration of the Buyback Programme: from 31 July 2025 to 3
 January 2026. However, the Bank reserves the right to terminate the Buyback
 Programme if, prior to its expiry date, the maximum monetary amount is reached
 or if any other circumstances so advise.

 -     Execution of the Buyback Programme: the Programme will be executed
 by the team that, in accordance with the Bank's treasury stock policy, is
 responsible for the execution of treasury shares transactions. Acquisitions
 under the Buyback Programme may be made in the Spanish Automated Quotation
 System (Mercado Continuo), as well as in Turquoise Europe, DXE Europe and
 Aquis Exchange Europe.

 The interruption, termination or modification of the Buyback Programme will be
 duly communicated to the Spanish National Securities Market Commission
 (Comisión Nacional del Mercado de Valores). Transactions under the Buyback
 Programme will be publicly disclosed within 7 daily market sessions following
 the date of their execution.

 The decision on the payment of the interim cash dividend against 2025 results
 is expected to be submitted to the approval of the Board on 30 September. The
 implementation of the remainder of the shareholder remuneration policy for
 2025 is subject to the appropriate corporate and regulatory decisions and
 approvals.

 Boadilla del Monte (Madrid), 30 July 2025

 

 

 IMPORTANT INFORMATION

Non-IFRS and alternative performance measures

This document contains financial information prepared according to
International Financial Reporting Standards (IFRS) and taken from our
consolidated financial statements, as well as alternative performance measures
(APMs) as defined in the Guidelines on Alternative Performance Measures issued
by the European Securities and Markets Authority (ESMA) on 5 October 2015, and
other non-IFRS measures. The APMs and non-IFRS measures were calculated with
information from Grupo Santander; however, they are neither defined or
detailed in the applicable financial reporting framework nor audited or
reviewed by our auditors. We use these APMs and non-IFRS measures when
planning, monitoring and evaluating our performance. We consider them to be
useful metrics for our management and investors to compare operating
performance between periods. APMs we use are presented unless otherwise
specified on a constant FX basis, which is computed by adjusting comparative
period reported data for the effects of foreign currency translation
differences, which distort period-on-period comparisons. Nonetheless, the APMs
and non-IFRS measures are supplemental information; their purpose is not to
substitute IFRS measures. Furthermore, companies in our industry and others
may calculate or use APMs and non-IFRS measures differently, thus making them
less useful for comparison purposes. For further details on APMs and Non-IFRS
Measures, including their definition or a reconciliation between any
applicable management indicators and the financial data presented in the
consolidated financial statements prepared under IFRS, please see the 2024
Annual Report on Form 20-F filed with the U.S. Securities and Exchange
Commission (the SEC) on 28 February 2025 (
(https://www.santander.com/content/dam/santander-com/es/documentos/informacion-sobre-resultados-semestrales-y-anuales-suministrada-a-la-sec/2025/sec-2024-annual-20-f-2024-disponible-solo-en-ingles-es.pdf),
as well as the section "Alternative performance measures" of this Banco
Santander, S.A. (Santander) Q2 2025 Financial Report, published on 30 July
2025
(https://www.santander.com/en/shareholders-and-investors/financial-and-economic-information#quarterly-results).
Underlying measures, which are included in this document, are non-IFRS
measures.

The businesses included in each of our geographic segments and the accounting
principles under which their results are presented here may differ from the
businesses included and local applicable accounting principles of our public
subsidiaries in such geographies. Accordingly, the results of operations and
trends shown for our geographic segments may differ materially from those of
such subsidiaries.

Forward-looking statements

Santander hereby warns that this document may contain 'forward-looking
statements', as defined by the US Private Securities Litigation Reform Act of
1995. Such statements can be understood through words and expressions like
'expect', 'project', 'anticipate', 'should', 'intend', 'probability', 'risk',
'VaR', 'RoRAC', 'RoRWA', 'TNAV', 'target', 'goal', 'objective', 'estimate',
'future', 'ambition', 'aspiration', 'commitment', 'commit', 'focus', 'pledge'
and similar expressions. They include (but are not limited to) statements on
future business development, shareholder remuneration policy and NFI. However,
risks, uncertainties and other important factors may lead to developments and
results that differ materially from those anticipated, expected, projected or
assumed in forward-looking statements. The important factors below (and others
mentioned in this document), as well as other unknown or unpredictable
factors, could affect our future development and results and could lead to
outcomes materially different from what our forward-looking statements
anticipate, expect, project or assume:

• general economic or industry conditions (e.g., an economic downturn;
higher volatility in the capital markets; inflation; deflation; changes in
demographics, consumer spending, investment or saving habits; and the effects
of the wars in Ukraine and the Middle East or the outbreak of public health
emergencies in the global economy) in areas where we have significant
operations or investments;

• exposure to market risks (e.g., risks from interest rates, foreign
exchange rates, equity prices and new benchmark indices);

• potential losses from early loan repayment, collateral depreciation or
counterparty risk;

• political instability in Spain, the UK, other European countries, Latin
America and the US;

• changes in monetary, fiscal and immigration policies and trade tensions,
including the imposition of tariffs and retaliatory responses;

• legislative, regulatory or tax changes (including regulatory capital and
liquidity requirements) and greater regulation prompted by financial crises;

• acquisitions, integrations, divestitures and challenges arising from
deviating management's resources and attention from other strategic
opportunities and operational matters;

• climate-related conditions, regulations, targets and weather events;

• uncertainty over the scope of actions that may be required by us,
governments and other to achieve goals relating to climate, environmental and
social matters, as well as the evolving nature of underlying science and
potential conflicts and inconsistencies among governmental standards and
regulations. Important factors affecting sustainability information may
materially differ from those applicable to financial information.
Sustainability information is based on various materiality thresholds,
estimates, assumptions, judgments and underlying data derived internally and
from third parties. Sustainability information is thus subject to significant
measurement uncertainties, may not be comparable to sustainability information
of other companies or over time or across periods and its inclusion is not
meant to imply that the information is fit for any particular purpose or that
it is material to us under mandatory reporting standards. The sustainability
information is for informational purposes only, without any liability being
accepted in connection with it except where such liability cannot be limited
under overriding provisions of applicable law;

• our own decisions and actions, including those affecting or changing our
practices, operations, priorities, strategies, policies or procedures;

• changes affecting our access to liquidity and funding on acceptable terms,
especially due to credit spread shifts or credit rating downgrade for the
entire group or core subsidiaries;

• our exposure to operational losses; and

• potential losses associated with cyberattacks, data breaches, data losses
and other security incidents

Forward looking statements are based on current expectations and future
estimates about Santander's and third-parties' operations and businesses and
address matters that are uncertain to varying degrees, including, but not
limited to developing standards that may change in the future; plans,
projections, expectations, targets, objectives, strategies and goals relating
to environmental, social, safety and governance performance, including
expectations regarding future execution of Santander's and third parties'
energy and climate strategies, and the underlying assumptions and estimated
impacts on Santander's and third-parties' businesses related thereto;
Santander's and third-parties' approach, plans and expectations in relation to
carbon use and targeted reductions of emissions; changes in operations or
investments under existing or future environmental laws and regulations; and
changes in government regulations and regulatory requirements, including those
related to climate-related initiatives.

Forward-looking statements are aspirational, should be regarded as indicative,
preliminary and for illustrative purposes only, speak only as of the date of
this document and are informed by the knowledge, information and views
available on such date and are subject to change without notice. Banco
Santander is not required to update or revise any forward-looking statements,
regardless of new information, future events or otherwise, except as required
by applicable law.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.

 

 

 1  Closing Price of the Bank's share on 28 July 2025.

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