GENERAL TEXT
AMENDMENT
The following amendment has been
made to the 'Dividend approval & buyback program
implementation' announcement released on 19/02/2024 at
07:43 under RNS No 5884D.
The sentence “, increased by
3%,” has been deleted from the section “Other
conditions” in its entirety.
All other details remain
unchanged.
The full amended text is shown
below.
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 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),
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).
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.