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Banco Santander, S.A. ("Banco Santander" or
the "Bank"), in compliance
with the Securities Market legislation, hereby communicates the
following:
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inside information
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In application of the Bank's current
shareholder remuneration policy, consisting of a total shareholder
remuneration target of c. 50% of the Group's underlying profit,
split approximately in equal parts in cash dividend payments and
share buybacks, the board of directors approved to implement a share repurchase programme for an amount
equivalent to c. 25% of the Group's underlying profit in the second
half of 2024 (i.e. a programme of approximately 1,587 million
euros). The appropriate regulatory authorization for the new
programme has already been obtained and its execution will
therefore commence from tomorrow as detailed below.
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Second Buy-Back Programme for
2024 results
The Buy-Back Programme will be
executed pursuant to the resolutions adopted by the general
shareholders' meeting held on 31 March 2023 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
approved by the 2024 Annual Shareholders' Meeting under item 5ºC of
the agenda and/or, where applicable, the capital reduction that
will be submitted to the approval of the 2025 Ordinary General
Meeting of Shareholders.
- Maximum investment: the Buy-Back
Programme will have a maximum monetary amount of 1,587 million
euros.
- 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 1,413,743,296
shares. Assuming that the
average purchase price at which shares are acquired pursuant to the
Programme were 5.00 euros, the maximum number of shares that would
be acquired would be 317,400,000
(c. 2.10% 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.
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. 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 6 February 2025 to 27
June 2025. 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.
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The decision on the payment of the
final gross cash dividend against the 2024 results that will be
submitted to the annual general shareholders' meeting is expected
to be approved by the Board on February 25th. The
implementation of the remainder of the shareholder remuneration
policy for 2024 is subject to the appropriate corporate and
regulatory approvals.
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Boadilla
del Monte (Madrid), 5 February 2025
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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 2023 Annual Report on Form 20-F filed with the
U.S. Securities and Exchange Commission (the SEC) on 21 February
2024
(https://www.santander.com/content/dam/santander-com/en/documentos/informacion-sobre-resultados-semestrales-y-anuales-suministrada-a-la-sec/2024/sec-2023-annual-20-f-2023-en.pdf),
as well as the section "Alternative performance measures" of this
Banco Santander, S.A. (Santander) Q4 2024 Financial Report,
published on 5 February 2025
(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; (f) events that lead to damage to our reputation and
brand; (g) exposure to operational losses, including as a result of
cyberattacks, data breaches or other security incidents; and (h)
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.
