Banco Santander S.A. Resolutions of the Board of Directors: Dividends (6590I)
03 April 2020 - 5:00PM
UK Regulatory
TIDMBNC
RNS Number : 6590I
Banco Santander S.A.
02 April 2020
Banco Santander, S.A. (the "Bank" or "Santander") , in
accordance with the provisions of the Spanish capital markets
regulations, announces the following:
INSIDE INFORMATION
On 23 March the Bank communicated its decision to cancel the
interim dividend for fiscal year 2020 and to postpone any decision
on the 2020 dividends until there is more visibility on the full
impact of this crisis.
This decision was taken to ensure the Bank has as much
flexibility as possible to allow it to maximize lending and support
businesses and individuals affected by the coronavirus ( COVID-19)
pandemic, despite the fact that the Bank meets the capital
requirements to maintain its current dividend policy (i.e. a 40-50%
payout ratio) and is comfortable with its capital buffers over
regulatory requirements.
Last Friday, 27 March 2020, the European Central Bank (ECB)
requested through a recommendation issued to all European banks
under its supervision to preserve capital by cancelling the payment
of dividends against 2019 and 2020 results with precisely the same
objectives the Bank outlined with its aforementioned actions.
This recommendation explicitly said that those entities that had
already called their general shareholders meeting, as was the case
for the Bank, should change their dividend proposal to comply with
the recommendation. In addition, on 31 March a Royal Decree-Law
11/2020 was approved in Spain expressly providing for and enabling
the withdrawal of the proposed application of 2019 earnings from
general shareholders meetings which have already been convened.
This new rule thus explicitly allows the Bank to follow the ECB
recommendation.
Today, taking into consideration the ECB recommendation and in
line with the Bank's mission to help people and businesses prosper,
the board of the Bank has decided to cancel the payment of the
final dividend against 2019 results and the dividend policy for
2020 approving for that purpose the following resolutions:
1. To revise its dividend policy, including for the application
of the 2020 results, in the sense that the board's intention is now
not to propose any dividend distribution to shareholders until
there is more visibility of the effects of the COVID-19 crisis and
the 2020 results are known;
2. To withdraw from the agenda of the ordinary general
shareholders meeting of the Bank that will be held tomorrow 3 April
2020 on second call the proposals under points Two (Application of
2019 results) and Seven A (Capital increase against reserves to
implement the scrip dividend that was contemplated in connection
with the above mentioned application of results). This withdrawal
does not affect the Bank's annual accounts (nor, therefore,
requires them to be restated) nor the approval of the points under
point One (Annual accounts and corporate management) nor under any
other points of the agenda, as provided for by Royal Decree-Law
11/2020 and the joint communication issued by the Spanish National
Securities Commission and the Spanish Registrars Society on 26
March 2020;
3. To withdraw the resolutions of the board passed on 28 January
and 27 February through which the above mentioned proposed
application of 2019 results was put forward for approval by the
ordinary general shareholders meeting; and
4. To expressly establish that the board's intention is that the
new proposed application of 2019 results, which will be submitted
for approval by a new general shareholders meeting to be held
within the legal term prescribed for holding the ordinary general
shareholders meeting (and which is expected to take place in
October 2020), will be to apply the 2019 results in full (excluding
the amount of the interim dividend paid in November 2019 which
totalled 1,661,811,458.20 euros) to voluntary reserves, without
prejudice to the possibility of it being then resolved to propose
to such general shareholders meeting a distribution following a
reassessment of the situation once the uncertainties caused by the
COVID-19 crisis disappear.
Boadilla del Monte (Madrid), 2 April 2020
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END
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