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RNS Number : 9072A Banco Santander S.A. 27 September 2022
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. 40% of the Group's
underlying profit, split approximately in equal parts in cash dividend
payments and share buybacks, the board of directors today approved the payment
of an interim cash dividend against 2022 results of 5.83 euro cents per share,
equivalent to c. 20 % of the Group's underlying profit in the first half of
2022.
§ The interim dividend will be paid from 2 November 2022; and
§ The last day to trade shares with a right to receive the interim dividend
will be 28 October 2022, the ex-dividend date will be 31 October 2022 and the
record date will be 1 November, 2022.
In addition, also in application of such policy, the board has agreed to
implement a share repurchase programme for an amount equivalent to c. 20% of
the Group's underlying profit in the first half of 2022 (i.e. a programme of
approximately 979 million euros), which is expected to start once the
applicable regulatory approval has been obtained. A further announcement
setting out additional information on the terms of the share repurchase
programme will be made before it commences.
The implementation of the remainder of the shareholder remuneration policy for
2022 is subject to the appropriate corporate and regulatory approvals.
Boadilla del Monte (Madrid), 27 September 2022
IMPORTANT INFORMATION
Non-IFRS and alternative performance measures
This document contains, in addition to the financial information prepared in
accordance with International Financial Reporting Standards ("IFRS") and
derived from our financial statements, 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 (ESMA/2015/1415en) and other non-IFRS measures ("Non-IFRS Measures").
These financial measures that qualify as APMs and non-IFRS measures have been
calculated with information from Santander Group; however those financial
measures are not defined or detailed in the applicable financial reporting
framework nor have been audited or reviewed by our auditors. We use these APMs
and non-IFRS measures when planning, monitoring and evaluating our
performance. We consider these APMs and non-IFRS measures to be useful metrics
for our management and investors to compare operating performance between
accounting periods, as these measures exclude items outside the ordinary
course performance of our business, which are grouped in the "management
adjustment" line and are further detailed in Section 3.2. of the Economic and
Financial Review in our Directors' Report included in our Annual Report on
Form 20-F for the year ended 31 December 2021. Nonetheless, these APMs and
non-IFRS measures should be considered supplemental information to, and are
not meant 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 2021
Annual Report on Form 20-F filed with the U.S. Securities and Exchange
Commission (SEC) on 1 March 2022, updated by Form 6-K filed with the SEC on 8
April 2022 to incorporate the new organizational and management structure, as
well as the section "Alternative performance measures" of the annex to the
Banco Santander Q2 2022 Financial Report, published as Inside Information on
28 July 2022. 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
included businesses 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
Banco Santander advises that this document contains "forward-looking
statements" as per the meaning of the U.S. Private Securities Litigation
Reform Act of 1995. These statements may be identified by words like "expect",
"project", "anticipate", "should", "intend", "probability", "risk", "VaR",
"RoRAC", "RoRWA", "TNAV", "target", "goal", "objective", "estimate", "future"
and similar expressions. Found throughout this document, they include (but are
not limited to) statements on our future business development, economic
performance and shareholder remuneration policy. However, a number of risks,
uncertainties and other important factors may cause actual developments and
results to differ materially from our expectations. The following important
factors, among others, could affect our future results and could cause
materially different outcomes from those anticipated in forward-looking
statements: (1) general economic or industry conditions of areas where we have
significant operations or investments (such as a worse economic environment;
higher volatility in the capital markets; inflation or deflation; changes in
demographics, consumer spending, investment or saving habits; and the effects
of the COVID-19 pandemic in the global economy); (2) exposure to various
market risks (particularly interest rate risk, foreign exchange rate risk,
equity price risk and risks associated with the replacement of benchmark
indices); (3) potential losses from early repayments on our loan and
investment portfolio, declines in value of collateral securing our loan
portfolio, and counterparty risk; (4) political stability in Spain, the United
Kingdom, other European countries, Latin America and the US; (5) changes in
legislation, regulations or taxes, including regulatory capital and liquidity
requirements, especially in view of the UK exit from the European Union and
increased regulation in response to financial crisis; (6) our ability to
integrate successfully our acquisitions and related challenges that result
from the inherent diversion of management's focus and resources from other
strategic opportunities and operational matters; and (7) changes in our access
to liquidity and funding on acceptable terms, in particular if resulting from
credit spreads shifts or downgrade in credit ratings for the entire group or
significant subsidiaries.
Numerous factors could affect our future results and could cause those results
deviating from those anticipated in the forward-looking statements. Other
unknown or unpredictable factors could cause actual results to differ
materially from those in the forward-looking statements.
Forward-looking statements speak only as of the date of this document and are
informed by the knowledge, information and views available on such date.
Santander is not required to update or revise any forward-looking statements,
regardless of new information, future events or otherwise.
No offer
The information contained in this document is subject to, and must be read in
conjunction with, all other publicly available information, including, where
relevant any fuller disclosure document published by Santander. Any person at
any time acquiring securities must do so only on the basis of such person's
own judgment as to the merits or the suitability of the securities for its
purpose and only on such information as is contained in such public
information having taken all such professional or other advice as it considers
necessary or appropriate in the circumstances and not in reliance on the
information contained in this document. No investment activity should be
undertaken on the basis of the information contained in this document. In
making this document available Santander gives no advice and makes no
recommendation to buy, sell or otherwise deal in shares in Santander or in any
other securities or investments whatsoever.
Neither this document nor any of the information contained therein constitutes
an offer to sell or the solicitation of an offer to buy any securities. No
offering of securities shall be made in the United States except pursuant to
registration under the U.S. Securities Act of 1933, as amended, or an
exemption therefrom. Nothing contained in this document is intended to
constitute an invitation or inducement to engage in investment activity for
the purposes of the prohibition on financial promotion in the U.K. Financial
Services and Markets Act 2000.
Historical performance is not indicative of future results
Statements about historical performance or accretion must not be construed to
indicate that future performance, share price or future earnings (including
earnings per share) in any future period will necessarily match or exceed
those of any prior period. Nothing in this document should be taken as a
profit forecast.
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