REG - Banco Santander S.A. - Dividend approval & buyback program implementation

Banco Santander SAAnnouncement

19/02/2024 07:45

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RNS Number : 5884D  Banco Santander S.A.  19 February 2024

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

INSIDE INFORMATION

 Execution of the 2023 shareholder remuneration policy
 In line with the 2023 shareholder remuneration policy, the board of directors
 has resolved to:

 § submit to the 2024 Annual Shareholders' Meeting, whose call is being
 published today, the approval of a final gross cash dividend of €9.50 cents
 per share entitled to receive dividends. Subject to the approval of the 2024
 Annual Shareholders' Meeting, the dividend would be payable from 2 May 2024.
 Thus, the last day to trade shares with a right to receive the dividend would
 be 26 April, the ex-dividend date would be 29 April and the record date would
 be 30 April; and

 § implement a new share buy-back programme, to which the Bank will allocate
 an amount of 1,459 million euros (the "Buy-Back Programme" or the
 "Programme"). The appropriate regulatory authorization for the new programme
 has already been obtained and its execution will therefore commence from
 tomorrow as detailed below.

 Once the abovementioned actions are completed, the Bank's shareholder
 remuneration for the 2023 results will total 5,538 million euros (c. 50% of
 the Group reported profit in 2023) split in approximately equal parts in cash
 dividends (2,769 million euros) and share buybacks (2,769 million euros) 1 .
 Second Buy-Back Programme for 2023 results
 The Buy-Back Programme will be executed pursuant to the resolutions adopted by
 the 2023 Annual Shareholders' Meeting held on 31 March 2023, as well as in
 accordance with the provisions of Article 5 of Regulation (EU) No. 596/2014 of
 the European Parliament and of the Council of 16 April 2014 on market abuse
 (the "Market Abuse Regulation") and in Commission Delegated Regulation (EU)
 2016/1052 (the "Delegated Regulation"), and will have the following
 characteristics:
 § Purpose of the Buy-Back Programme: to reduce the Bank's share capital
 through the redemption of the shares acquired under the Programme in the share
 capital reduction which will be submitted for approval by the 2024 Annual
 Shareholders' Meeting under item 5ºB of the agenda.
 § Maximum investment: the Buy-Back Programme will have a maximum monetary
 amount of 1,459 million euros.

 § Maximum price: Banco Santander intends to implement the Buy-Back Programme
 in a way that causes the average purchase price of shares not to exceed 4.76
 euro, corresponding to the tangible book value per share at 31 December 2023.
 § 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 1,566,857,857 shares. Assuming that the average
 purchase price at which shares are acquired pursuant to the Programme were
 3.95 euros, the maximum number of shares that would be acquired would be
 369,367,088 (2.33% of the Bank's share capital as of today).
 § Other conditions: shares will be purchased at market price, subject to the
 following restrictions:
 -  Maximum price per share may not exceed the higher, increased by 3%, of the
 price of the last independent purchase or the highest independent offer at
 that time at the trading venue where the purchase is made.
 -  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. For the purposes of the above computation, 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 Buy-Back Programme: from 20 February 2024 to 21
 June 2024. However, the Bank reserves the right to terminate the Buy-Back
 Programme if, prior to its expiry date, the maximum monetary amount is reached
 or if any other circumstances so advise.

 § Execution of the Buy-Back 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
 Buy-Back 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 Buy-Back Programme will
 be duly communicated to the Spanish National Securities Market Commission
 (Comisión Nacional del Mercado de Valores). Transactions under the Buy-Back
 Programme will be publicly disclosed within 7 daily market sessions following
 the date of their execution.

 Boadilla del Monte (Madrid), 19 February 2024

 

 

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. APMs using ESG labels have not been
calculated in accordance with the Taxonomy Regulation or with the indicators
for principal adverse impact in SFDR. 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
(https://www.santander.com/content/dam/santander-com/en/documentos/informacion-sobre-resultados-semestrales-y-anuales-suministrada-a-la-sec/2023/sec-2022-annual-20-f-2022-en.pdf
(https://www.santander.com/content/dam/santander-com/en/documentos/informacion-sobre-resultados-semestrales-y-anuales-suministrada-a-la-sec/2023/sec-2022-annual-20-f-2022-en.pdf)
), as well as the section "Alternative performance measures" of Banco
Santander, S.A. (Santander) Q4 2023 Financial Report, published on 31 January
2024
(https://www.santander.com/en/shareholders-and-investors/financial-and-economic-information#quarterly-results
(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 contains "forward-looking
statements" as per the meaning of the U.S. 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", "commitment", "commit", "focus", "pledge"
and similar expressions. They include (but are not limited to) statements on
future business development, shareholder remuneration policy and NFI.

While these forward-looking statements represent our judgement and future
expectations concerning our business developments and results may differ
materially from those anticipated, expected, projected or assumed in
forward-looking statements.

In particular, 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 and may
change, including, but not limited to (a) 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' (including governments and other public actors) energy and
climate strategies, and the underlying assumptions and estimated impacts on
Santander's and third-parties' businesses related thereto; (b) Santander's and
third-parties' approach, plans and expectations in relation to carbon use and
targeted reductions of emissions, which may be affected by conflicting
interests such as energy security; (c) changes in operations or investments
under existing or future environmental laws and regulations; (d) changes in
rules and regulations, regulatory requirements and internal policies,
including those related to climate-related initiatives; (e) our own decisions
and actions including those affecting or changing our practices, operations,
priorities, strategies, policies or procedures; and (f) the uncertainty over
the scope of actions that may be required by us, governments and others to
achieve goals relating to climate, environmental and social matters, as well
as the evolving nature of underlying science and industry and governmental
standards and regulations.

In addition, the important factors described in this document and other risk
factors, uncertainties or contingencies detailed in our most recent Form 20-F
and subsequent 6-Ks filed with, or furnished to, the SEC, 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.

Forward-looking statements are therefore aspirational, should be regarded as
indicative, preliminary and for illustrative purposes only, speak only as of
the date of this document, are informed by the knowledge, information and
views available on such date and are subject to change without notice.
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. Santander does not accept any liability in connection with
forward-looking statements except where such liability cannot be limited under
overriding provisions of 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  The Bank's shareholder remuneration policy is approximately 50% payout of
the group net attributable profit (excluding non-cash, non- capital ratios
impacts items). The above-mentioned amounts have been estimated assuming that,
with the partial execution of the share buy-back programme described above,
the number of outstanding shares entitled to receive the final dividend will
be 15,483,617,874. Therefore, the total dividend will be higher if fewer
shares than planned are acquired in the buy-back programme and will be lower
in the opposite scenario.

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