RNS Number : 2331T

Banco Santander S.A.

16 March 2023

Banco Santander, S.A. (the "Bank" or "Banco Santander" ) , in compliance with the Securities Market legislation, hereby communicates the following:


                 Banco Santander reduces its share capital by 2.03% to cancel 
                the shares acquired in the share buy-back programme carried out 
                 between November 2022 and January 2023 in the context of the 
                shareholder remuneration applicable to the results of financial 
                                          year 2022. 
                 On 1 February 2023, the board of directors of Banco Santander 
               resolved to implement the Bank's share capital reduction through 
                 a cancellation of own shares approved at the Bank's ordinary 
                 general shareholders' meeting held on 1 April 2022 on second 
                 call under item 7 D of the agenda (the "Capital Reduction"), 
                  subject to obtaining the relevant regulatory authorization. 
             On 15 March 2023, the European Central Bank granted the authorisation 
                required to implement the Capital Reduction in accordance with 
                                    applicable regulations. 
                Consequently, Banco Santander's share capital has been reduced 
                by EUR 170,203,286 through the cancellation of 340,406,572 own 
               shares, each with a nominal value of EUR 0.50. The share capital 
                 resulting from the Capital Reduction implementation has been 
                set at EUR 8,226,997,506, represented by 16,453,995,012 shares 
                with a nominal value of EUR 0.50 each, all of them of the same 
                                       class and series. 
                The purpose of the Capital Reduction is the cancellation of the 
               Bank's own shares, contributing to the remuneration of the Bank's 
                shareholders by increasing the profit per share, a consequence 
                which is inherent to the decrease in the number of shares. The 
                Capital Reduction does not involve the return of contributions, 
             since the Bank is the owner of the cancelled shares, having acquired 
                them within the framework of the share buy-back programme, the 
             beginning and termination of which Banco Santander properly notified 
               to the market through the notice of inside information published 
               on 21 November 2022 with registration number 1669 and the notice 
                of other relevant information published on 1 February 2023 with 
                           registration number 20244, respectively. 
                 A reserve for amortised capital has been funded with a charge 
                to the share premium reserve for an amount equal to the nominal 
                value of the cancelled shares (i.e. EUR 170,203,286), which may 
                 only be used under the same conditions as those required for 
                the reduction of the share capital, in accordance with article 
               335 c) of the Spanish Companies Law. Consequently, in accordance 
                 with article 335 c) of the Spanish Companies Law, the Bank's 
                creditors are not afforded the right of opposition referred to 
                         in article 334 of the Spanish Companies Law. 
                 For purposes of the provisions of Section 411 of the Spanish 
                 Companies Law and in accordance with Additional Provision One 
                of Law 10/2014 of 26 June on the organisation, supervision and 
                 solvency of credit institutions, it is hereby stated for the 
                record that, as the Bank is a credit institution and the other 
               requirements set forth in the aforementioned Additional Provision 
             are met, the consent of the bondholder syndicates for the outstanding 
               debenture and bond issues is not required for the implementation 
                                       of the reduction. 
                 The announcements of the Capital Reduction will be published 
                in the Official Gazette of the Spanish Commercial Registry and 
                 on the Bank's corporate website ( www.santander.com ) in the 
                                         coming days. 
                Thereafter, the public deed regarding the corporate resolutions 
                 on the Capital Reduction and amendment of the Bank's By-laws 
                will be granted and subsequently registered with the Commercial 
             Registry of Santander. In addition, the delisting of the 340,406,572 
                 cancelled shares from the Spanish and foreign stock exchanges 
                or stock markets on which the Bank's shares are listed, and the 
                cancellation of the book-entry records of the cancelled shares 
                      before the competent bodies will both be requested. 
                          Boadilla del Monte (Madrid), 16 March 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 2022 
                 Annual Report on Form 20-F filed with the U.S. Securities and 
                 Exchange Commission (the SEC) on 1 March 2023, 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 
                                    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 
                      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. 

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(END) Dow Jones Newswires

March 16, 2023 07:18 ET (11:18 GMT)

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