REG - Banco Santander S.A. - Dividend declaration & agreement to call 2026 AGM

Banco Santander SAAnnouncement

25/02/2026 07:02

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RNS Number : 3253U  Banco Santander S.A.  25 February 2026

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

INSIDE INFORMATION

 The board of directors of Banco Santander, S.A. has resolved to submit to the
 2026 Annual Shareholders' Meeting, in application of the Bank's current
 shareholder remuneration policy, the approval of the payment against 2025
 results of a final gross cash dividend of €12.50 cents per share entitled to
 receive dividends. Subject to the approval of the 2026 Annual Shareholders'
 Meeting, the dividend would be payable from 5 May 2026. Thus, the last day to
 trade shares with a right to receive the dividend would be 29 April, the
 ex-dividend date would be 30 April and the record date would be 4 May.

 The 2026 Annual Shareholders' Meeting will be called today to be held on 26
 March 2026, on first call, or on 27 March 2026, on second call, with the
 agenda below. The meeting is expected to be held on second call.

 Agenda for the 2026 AGM

1    Annual accounts and corporate management.

1 A  Annual accounts and management reports of Banco Santander, S.A. and of
its consolidated group for 2025.

1 B  Consolidated non-financial information statement for 2025, which forms
part of the consolidated management report.

1 C  Corporate management during 2025.

2    Shareholder remuneration.

2 A  Allocation of 2025 results.

2 B  Share capital reduction by a maximum amount of 663,227,913 euros,
through the cancellation of up to 1,326,455,826 own shares. Delegation of
powers.

2 C  Share capital reduction by a maximum amount of 734,465,975 euros,
through the cancellation of up to 1,468,931,950 own shares. Delegation of
powers.

3     External auditor and independent verifier.

3 A  Re-election of the external auditor for financial year 2026.

3 B  Appointment of the sustainability information verifier for financial
year 2026.

4     Board of directors: appointment and re-election of directors.

4 A  Setting of the number of directors.

4 B  Appointment of Ms Deborah Vieitas.

4 C  Re-election of Ms Sol Daurella.

4 D  Re-election of Ms Gina Díez Barroso.

4 E  Re-election of Mr Carlos Barrabés.

4 F  Re-election of Mr Antonio Weiss.

5     Remuneration.

5 A  Directors' remuneration policy.

5 B  Approval of the maximum ratio between fixed and variable components of
the total remuneration of executive directors and other employees belonging to
categories whose professional activities have a significant impact on the risk
profile.

5 C  Application of the Group's buyout regulations.

5 D  Annual directors' remuneration report (consultative vote).

6     Share capital and convertible securities.

6 A  Authorization to the board of directors to increase the Bank's share
capital on one or more occasions and at any time within a period of three
years, through cash contributions and up to a maximum nominal amount of
3,672,329,875.50 euros. Authorization to exclude pre-emptive subscription
rights.

6 B  Authorization to the board of directors to issue securities convertible
into shares of Banco Santander within a period of five years and up to an
aggregate maximum limit of 10,000 million euros. Setting of the criteria for
determining the basis and methods of conversion. Authorization to increase
share capital and to exclude pre-emptive subscription rights.

6 C  Increase in share capital by a nominal amount of 167,404,608 euros, by
means of the issuance of 334,809,216 new shares, with in-kind contributions
consisting of common shares of Webster Financial Corporation. Authorization to
execute the capital increase and to determine the share premium, and
possibility of incomplete subscription.

7     Authorization to the board and granting of powers for the
formalization into public instrument.

 

Boadilla del Monte (Madrid), 25 February 2026

No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation
of an offer to buy any securities or a solicitation of any vote or approval,
nor shall there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended (the
"Securities Act"). No investment activity should be undertaken on the basis of
the information contained in this communication. By making this communication
available, no advice or recommendation is being given to buy, sell or
otherwise deal in any securities or investments whatsoever.

Forward-looking Statements

This communication contains statements that constitute "forward-looking
statements" within the meaning of, and subject to the protections of, Section
27A of the Securities Act, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, and the safe harbor provisions of the U.S.
Private Securities Litigation Reform Act of 1995. Forward-looking statements
can be identified by words such as "achieve," "anticipate," "assume,"
"believe," "could," "deliver," "drive," "enhance," "estimate," "expect,"
"focus," "future," "goal," "grow," "guidance," "intend," "may," "might,"
"plan," "position," "potential," "predict," "project," "opportunity,"
"outlook," "should," "strategy," "target," "trajectory," "trend," "will,"
"would," and other similar words and expressions or the negative of such terms
or other comparable terminology. Forward-looking statements include, but are
not limited to, statements about business strategy, goals and objectives,
projected financial and operating results, including outlook for future
growth, and future share dividends, share repurchases and other uses of
capital. These statements are not historical facts, but instead represent our
beliefs regarding future events, many of which, by their nature, are
inherently uncertain and outside of our control. As forward-looking statements
involve significant risks and uncertainties, readers are cautioned not to
place undue reliance on such statements.

 

Webster Financial Corporation's ("Webster") and Banco Santander S.A.'s ("Banco
Santander") actual results, financial condition and achievements may differ
materially from those indicated in these forward-looking statements. Important
factors that could cause Webster's and Banco Santander's actual results,
financial condition and achievements to differ materially from those indicated
in such forward-looking statements include, in addition to those set forth in
Webster's and Banco Santander's filings with the U.S. Securities and Exchange
Commission (the "SEC"): (1) the risk that the cost savings, synergies and
other benefits from the acquisition of Webster by Banco Santander (the
"Transaction") may not be fully realized or may take longer than anticipated
to be realized, including as a result of changes in, or problems arising from,
general economic and market conditions, interest and exchange rates, monetary
policy, laws and regulations and their enforcement, and the degree of
competition in the geographic and business areas in which Webster and Banco
Santander operate; (2) the failure of the closing conditions in the
Transaction agreement by and among Webster, Banco Santander and a wholly owned
subsidiary of Webster providing for the Transaction to be satisfied, or any
unexpected delay in closing the Transaction or the occurrence of any event,
change or other circumstances that could delay the Transaction or could give
rise to the termination of the Transaction agreement; (3) the outcome of any
legal or regulatory proceedings or governmental inquiries or investigations
that may be currently pending or later instituted against Webster, Banco
Santander or the combined company; (4) the possibility that the Transaction
does not close when expected or at all because required regulatory,
stockholder or other approvals and other conditions to closing are not
received or satisfied on a timely basis or at all (and the risk that such
approvals may result in the imposition of conditions that could adversely
affect the combined company or the expected benefits of the proposed
Transaction); (5) disruption to the parties' businesses as a result of the
announcement and pendency of the Transaction; (6) the costs associated with
the anticipated length of time of the pendency of the Transaction, including
the restrictions contained in the definitive Transaction agreement on the
ability of Webster to operate its business outside the ordinary course during
the pendency of the Transaction; (7) risks related to management and oversight
of the expanded business and operations of the combined company following the
closing of the proposed Transaction; (8) the risk that the integration of
Webster's operations with Banco Santander's will be materially delayed or will
be more costly or difficult than expected or that the parties are otherwise
unable to successfully integrate each party's businesses into the other's
businesses; (9) the possibility that the Transaction may be more expensive to
complete than anticipated, including as a result of unexpected factors or
events; (10) reputational risk and potential adverse reactions of Webster's or
Banco Santander's customers, employees, vendors, contractors or other business
partners, including those resulting from the announcement or completion of the
Transaction; (11) the dilution caused by Banco Santander's issuance of
additional ordinary shares and corresponding American depositary shares, each
representing the right to receive one of its ordinary shares ("ADSs"), in
connection with the Transaction; (12) the possibility that any announcements
relating to the Transaction could have adverse effects on the market price of
Webster's common stock and Banco Santander's ordinary shares and ADSs; (13) a
material adverse change in the condition of Webster or Banco Santander; (14)
the extent to which Webster's or Santander's businesses perform consistent
with management's expectations; (15) Webster's and Banco Santander's ability
to take advantage of growth opportunities and implement targeted initiatives
in the timeframe and on the terms currently expected; (16) the inability to
sustain revenue and earnings growth; (17) the execution and efficacy of recent
strategic investments; (18) the impact of macroeconomic factors, such as
changes in general economic conditions and monetary and fiscal policy,
particularly on interest rates; (19) changes in customer behavior; (20)
unfavorable developments concerning credit quality; (21) declines in the
businesses or industries of Webster's or Banco Santander's customers; (22) the
possibility that the combined company is subject to additional regulatory
requirements as a result of the proposed Transaction or expansion of the
combined company's business operations following the proposed Transaction;
(23) general competitive, political and market conditions and other factors
that may affect future returns of Webster and Banco Santander, including
changes in asset quality and credit risk; (24) security risks, including
cybersecurity and data privacy risks, and capital markets; (25) inflation;
(26) the impact, extent and timing of technological changes; (27) capital
management activities; (28) competitive product and pricing pressures; (29)
the outcomes of legal and regulatory proceedings and related financial
services industry matters; and (30) compliance with regulatory requirements.
Any forward-looking statement made in this communication is based solely on
information currently available to us and speaks only as of the date on which
it is made.

 

Webster and Banco Santander undertake no obligation to publicly update any
forward-looking statement, whether written or oral, that may be made from time
to time, whether as a result of new information, future developments or
otherwise, except to the extent required by law.  These and other important
factors, including those discussed under "Risk Factors" in Webster's Annual
Report on Form 10-K for the year ended December 31, 2024 (available at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000801337/000080133725000004/wbs-20241231.htm),
and Banco Santander's Annual Report on Form 20-F for the year ended December
31, 2024 (available at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000891478/000089147825000054/san-20241231.htm),
as well as Webster's and Banco Santander's subsequent filings with the SEC,
may cause actual results, performance or achievements to differ materially
from those expressed or implied by these forward-looking statements. The
forward-looking statements herein are made only as of the date they were first
issued, and unless otherwise required by applicable securities laws, Webster
and Banco Santander disclaim any intention or obligation to update or revise
any forward-looking statements, whether as a result of new information, future
events, or otherwise.

 

ADDITIONAL INFORMATION ABOUT THE TRANSACTION AND WHERE TO FIND IT

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON
FORM F-4 AND THE PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION
STATEMENT ON FORM F-4 WHEN THEY BECOME AVAILABLE, AS WELL AS ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR
INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT ON FORM F-4 AND THE
PROXY STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
REGARDING WEBSTER, BANCO SANTANDER, THE TRANSACTION AND RELATED MATTERS.

Investors and security holders may obtain free copies of these documents and
other documents filed with the SEC by Webster or Banco Santander through the
website maintained by the SEC at http://www.sec.gov or by contacting the
investor relations department of Webster and Banco Santander at:

 

 Webster Financial Corporation     Banco Santander, S.A
 200 Elm Street                    Ciudad Grupo Santander
 Stamford, Connecticut 06902       28660 Boadilla del Monte Spain

Attention: Investor Relations
 Attention:  Investor Relations

                                 investor@gruposantander.com
 eharmon@websterbank.com
 (212) 309-7646                    +34 912899239

 

PARTICIPANTS IN THE SOLICITATION

Webster, Banco Santander and certain of their respective directors and
executive officers may be deemed to be participants in the solicitation of
proxies from the stockholders of Webster in connection with the Transaction
under the rules of the SEC. Information regarding the directors and executive
officers of Webster and Banco Santander is set forth in (i) Webster's
definitive proxy statement for its 2025 Annual Meeting of Stockholders,
including under the headings entitled "Director Nominees", "Director
Independence", "Non-Employee Director Compensation and Stock Ownership
Guidelines", "Compensation and Human Resources Committee Interlocks and
Insider Participation", "Executive Compensation", "2024 Pay Versus
Performance" and "Security Ownership of Certain Beneficial Owners and
Management", which was filed with the SEC on April 11, 2025 and is available
at
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000801337/000080133725000015/wbs-20250411.htm,
and (ii) Banco Santander's Annual Report on Form 20-F for the year ending
December 31, 2024, including under the headings entitled "Directors and Senior
Management", "Compensation", "Share Ownership" and "Majority Shareholders and
Related Party Transactions", which was filed with the SEC on February 28, 2025
and is available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000891478/000089147825000054/san-20241231.htm.
To the extent holdings of each of Webster's or Banco Santander's securities by
its directors or executive officers have changed since the amounts set forth
in Webster's definitive proxy statement for its 2025 Annual Meeting of
Stockholders and in Banco Santander's Annual Report on Form 20-F for the year
ending December 31, 2024, such changes have been or will be reflected on
Webster's Statements of Change of Ownership on Form 4 filed with the SEC and
on Banco Santander's Annual Report on Form 20-F for the year ending December
31, 2025. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the definitive proxy
statement/prospectus of Webster and Banco Santander and other relevant
materials to be filed with the SEC when they become available. You may obtain
free copies of these documents through the website maintained by the SEC at
https://www.sec.gov.

 

 

 

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