BNC Banco Santander S.a.

TIDMBNC

RNS Number : 1000H

Banco Santander S.A.

21 November 2022

 
 Banco Santander, S.A. ("Banco Santander" or the "Bank"), in 
  compliance with the Securities Market legislation, hereby communicates 
  the following: 
                              INSIDE INFORMATION 
 Further to the inside information communicated on 27 September 
  2022 (registration number 1590), and having obtained the appropriate 
  regulatory authorization, Banco Santander hereby gives notice 
  of the commencement of a new program to repurchase own shares 
  (the "Buy-Back Programme" or the "Programme") for a maximum 
  amount equivalent to 20% of the Group's underlying profit in 
  the first half of 2022 ( EUR 979 MM euros). The Buy-Back Programme 
  will be executed pursuant to the resolutions adopted by the 
  general shareholders' meeting held on 3 April 2020 and 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 approved by the 2022 Annual 
        Shareholders' Meeting under item 7 D of the agenda, 
        or any subsequent one that could be passed to this 
        end, subject to regulatory approval. 
 
   *    Maximum investment : the Buy-Back Programme will have 
        a maximum monetary amount of EUR 978,864,820 . 
 
   *    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 4.31 
        euro, corresponding to the tangible book value per 
        share at 30 September 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 1,530,040,081 shares . 
        Assuming that the average purchase price at which 
        shares are acquired pursuant to the Programme were 
        2.606 euros (corresponding to the closing price of 
        the Bank's share in the Spanish Stock Exchanges of 18 
        November 2022), the maximum number of shares that 
        would be acquired would be 375,619,654 (2.24% of the 
        Bank's share capital). 
 
   *    Other conditions : shares will be purchased at market 
        price, subject to the following restrictions: 
 
             *    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). 
 
             *    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 
        22 November 2022 to 31 January 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 managed by Goldman Sachs International, who 
        will independently make trading decisions concerning 
        timing. 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 o r 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), 21 November 2022 
 
 
                          IMPORTANT INFORMATION 
 Non-IFRS and alternative performance measures 
 This document contains, in addition to the financial information 
  prepared in accordance with International Financial Reporting 
  Standards ("IFRS") and derived from our financial statements, 
  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 (ESMA/2015/1415en) and other non-IFRS measures ("Non-IFRS 
  Measures"). These financial measures that qualify as APMs and 
  non-IFRS measures have been calculated with information from 
  Santander Group; however those financial measures are not defined 
  or detailed in the applicable financial reporting framework 
  nor have been audited or reviewed by our auditors. We use these 
  APMs and non-IFRS measures when planning, monitoring and evaluating 
  our performance. We consider these APMs and non-IFRS measures 
  to be useful metrics for our management and investors to compare 
  operating performance between accounting periods, as these measures 
  exclude items outside the ordinary course performance of our 
  business, which are grouped in the "management adjustment" line 
  and are further detailed in Section 3.2. of the Economic and 
  Financial Review in our Directors' Report included in our Annual 
  Report on Form 20-F for the year ended 31 December 2021. Nonetheless, 
  these APMs and non-IFRS measures should be considered supplemental 
  information to, and are not meant 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 
  on 1 March 2022, updated by Form 6-K filed with the SEC on 8 
  April 2022 to incorporate the new organizational and management 
  structure, as well as the section "Alternative performance measures" 
  of the annex to the Banco Santander Q3 2022 Financial Report, 
  published as Inside Information on 26 October 2022. These documents 
  are available on Santander's website (www.santander.com). Ordinary 
  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 included businesses 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 
 Banco Santander advises that this document contains "forward-looking 
  statements" as per the meaning of the U.S. Private Securities 
  Litigation Reform Act of 1995. These statements may be identified 
  by words like "expect", "project", "anticipate", "should", "intend", 
  "probability", "risk", "VaR", "RoRAC", "RoRWA", "TNAV", "target", 
  "goal", "objective", "estimate", "future" and similar expressions. 
  Found throughout this document, they include (but are not limited 
  to) statements on our future business development, economic 
  performance and shareholder remuneration policy. However, a 
  number of risks, uncertainties and other important factors may 
  cause actual developments and results to differ materially from 
  our expectations. The following important factors, among others, 
  could affect our future results and could cause materially different 
  outcomes from those anticipated in forward-looking statements: 
  (1) general economic or industry conditions of areas where we 
  have significant operations or investments (such as a worse 
  economic environment; higher volatility in the capital markets; 
  inflation or deflation; changes in demographics, consumer spending, 
  investment or saving habits; and the effects of the COVID-19 
  pandemic in the global economy); (2) exposure to various market 
  risks (particularly interest rate risk, foreign exchange rate 
  risk, equity price risk and risks associated with the replacement 
  of benchmark indices); (3) potential losses from early repayments 
  on our loan and investment portfolio, declines in value of collateral 
  securing our loan portfolio, and counterparty risk; (4) political 
  stability in Spain, the United Kingdom, other European countries, 
  Latin America and the US; (5) changes in legislation, regulations 
  or taxes, including regulatory capital and liquidity requirements, 
  especially in view of the UK exit from the European Union and 

  increased regulation in response to financial crises; (6) our 
  ability to integrate successfully our acquisitions and related 
  challenges that result from the inherent diversion of management's 
  focus and resources from other strategic opportunities and operational 
  matters; and (7) changes in our access to liquidity and funding 
  on acceptable terms, in particular if resulting from credit 
  spreads shifts or downgrade in credit ratings for the entire 
  Group or significant subsidiaries. 
  Numerous factors could affect our future results and could cause 
  those results deviating from those anticipated in the forward-looking 
  statements. Other unknown or unpredictable factors could cause 
  actual results to differ materially from those in the forward-looking 
  statements. 
  Forward-looking statements speak only as of the date of this 
  document and are informed by the knowledge, information and 
  views available on such date. Santander is not required to update 
  or revise any forward-looking statements, regardless of new 
  information, future events or otherwise. 
 No offer 
 The information contained in this document is subject to, and 
  must be read in conjunction with, all other publicly available 
  information, including, where relevant any fuller disclosure 
  document published by Santander. Any person at any time acquiring 
  securities must do so only on the basis of such person's own 
  judgment as to the merits or the suitability of the securities 
  for its purpose and only on such information as is contained 
  in such public information having taken all such professional 
  or other advice as it considers necessary or appropriate in 
  the circumstances and not in reliance on the information contained 
  in this document. No investment activity should be undertaken 
  on the basis of the information contained in this document. 
  In making this document available Santander gives no advice 
  and makes no recommendation to buy, sell or otherwise deal in 
  shares in Santander or in any other securities or investments 
  whatsoever. 
  Neither this document nor any of the information contained therein 
  constitutes an offer to sell or the solicitation of an offer 
  to buy any securities. No offering of securities shall be made 
  in the United States except pursuant to registration under the 
  U.S. Securities Act of 1933, as amended, or an exemption therefrom. 
  Nothing contained in this document is intended to constitute 
  an invitation or inducement to engage in investment activity 
  for the purposes of the prohibition on financial promotion in 
  the U.K. Financial Services and Markets Act 2000. 
 Historical performance is not indicative of future results 
 Statements about historical performance or accretion must not 
  be construed to indicate that future performance, share price 
  or future results (including earnings per share) in any future 
  period will necessarily match or exceed those of any prior period. 
  Nothing in this document should be taken as a profit forecast. 
 

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