REG - Banco Santander S.A. - Capital reduction (buy-back programme shares)

Banco Santander SAAnnouncement

16/03/2023 11:30

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RNS Number : 2331T  Banco Santander S.A.  16 March 2023

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 reduces its share capital by 2.03% to cancel the shares
 acquired in the share buy-back programme carried out between November 2022 and
 January 2023 in the context of the shareholder remuneration applicable to the
 results of financial year 2022.

 On 1 February 2023, the board of directors of Banco Santander resolved to
 implement the Bank's share capital reduction through a cancellation of own
 shares approved at the Bank's ordinary general shareholders' meeting held on 1
 April 2022 on second call under item 7 D of the agenda (the "Capital
 Reduction"), subject to obtaining the relevant regulatory authorization.

 On 15 March 2023, the European Central Bank granted the authorisation required
 to implement the Capital Reduction in accordance with applicable regulations.

 Consequently, Banco Santander's share capital has been reduced by EUR
 170,203,286 through the cancellation of 340,406,572 own shares, each with a
 nominal value of EUR 0.50. The share capital resulting from the Capital
 Reduction implementation has been set at EUR 8,226,997,506, represented by
 16,453,995,012 shares with a nominal value of EUR 0.50 each, all of them of
 the same class and series.

 The purpose of the Capital Reduction is the cancellation of the Bank's own
 shares, contributing to the remuneration of the Bank's shareholders by
 increasing the profit per share, a consequence which is inherent to the
 decrease in the number of shares. The Capital Reduction does not involve the
 return of contributions, since the Bank is the owner of the cancelled shares,
 having acquired them within the framework of the share buy-back programme, the
 beginning and termination of which Banco Santander properly notified to the
 market through the notice of inside information published on 21 November 2022
 with registration number 1669 and the notice of other relevant information
 published on 1 February 2023 with registration number 20244, respectively.

 A reserve for amortised capital has been funded with a charge to the share
 premium reserve for an amount equal to the nominal value of the cancelled
 shares (i.e. EUR 170,203,286), which may only be used under the same
 conditions as those required for the reduction of the share capital, in
 accordance with article 335 c) of the Spanish Companies Law. Consequently, in
 accordance with article 335 c) of the Spanish Companies Law, the Bank's
 creditors are not afforded the right of opposition referred to in article 334
 of the Spanish Companies Law.

 For purposes of the provisions of Section 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 340,406,572 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.

 Boadilla del Monte (Madrid), 16 March 2023

 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.

 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 2022 Annual Report on Form 20-F filed with the U.S.
 Securities and Exchange Commission (the SEC) on 1 March 2023, as well as the
 section "Alternative performance measures" of the annex to the Banco
 Santander, S.A. (Santander) 2022 Annual Report, published as Inside
 Information on 28 February 2023. These documents are available on Santander's
 website (www.santander.com). 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.

 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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