REG - Banco Santander S.A. - Execution of 2022 shareholder remuneration policy

Banco Santander SAAnnouncement

28/02/2023 07:01

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RNS Number : 3063R  Banco Santander S.A.  28 February 2023

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 2022 shareholder remuneration policy

 In line with the 2022 shareholder remuneration policy, the board of directors
 has resolved to:

 -     submit to the ordinary general shareholders' meeting, whose call is
 being published today, the approval of a final gross cash dividend of €5.95
 cents per share entitled to receive dividends. Subject to the approval of the
 ordinary general shareholders meeting, the dividend would be payable from 2
 May 2023. Thus, the last day to trade shares with a right to receive the
 dividend would be 26 April, the ex-dividend date would be 27 April and the
 record date would be 28 April; and

 -     implement a new share buy-back programme, to which the Bank will
 allocate an amount of 921 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 above-mentioned actions are completed, the Bank's shareholder
 remuneration for the 2022 results will total 3,842 million euros (c. 40% of
 the underlying profit in 2022) split in approximately equal parts in cash
 dividends (1,942 million euros) and share buybacks (1,900 million euros) 1 
 (#_ftn1) .

 Second Buy-Back Programme for 2022 results

 The Buy-Back Programme will be executed pursuant to the resolutions adopted by
 the general shareholders' meeting held on 3 April 2020 and, if applicable, the
 authorization for the acquisition of own shares which is submitted for
 approval by the 2023 Annual Shareholders' Meeting under item 5º C of the
 agenda, 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 submitted for approval by the 2023 Annual
 Shareholders' Meeting under item 5ºA of the agenda.

 -     Maximum investment: the Buy-Back Programme will have a maximum
 monetary amount of 921 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 4.26 euro, corresponding to the tangible book value per share at 31
 December 2022.

 -     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 1,514,451,957 shares. Assuming that the
 average purchase price at which shares are acquired pursuant to the Programme
 were 3.50 euros, the maximum number of shares that would be acquired would be
 263,142,857 (1.57% 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. In no event will the price be higher than a 3% excess of the last
 listing price for trading operations in which the Bank does not act for its
 own account on the Spain's Automated Quotation System (Mercado Continuo).

 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. 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 1 March 2023 to
 12 May 2023. 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), 28 February 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 2021 Annual Report on Form 20-F filed with the U.S.
 Securities and Exchange Commission (the SEC) on 1 March 2022, as updated by
 the Form 6-K filed with the SEC on 8 April 2022 in order to reflect our new
 organizational and reporting structure, 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.

 

(#_ftnref1) ( )

  1 These amounts have been estimated assuming that, after the execution of the   ( )
 share buy-back programme described above, the number of outstanding shares
 entitled to receive the final dividend will be 16,190,866,119. 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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