Shareholder remuneration

Access to the press release

In application of the shareholder remuneration policy for 2023, on 19 February 2024 the board approved the implementation of a second share buyback programme for a maximum amount of EUR 1,459 million, having already been authorized by regulators. The programme commenced on 20 February 2024 and is currently underway.

On 22 March 2024 , the annual general meeting approved the payment of a final cash dividend against 2023 results of EUR 9.50 cents gross per share entitled to receive the dividend, payable from 2 May 2024.

After completing both actions, total shareholder remuneration against 2023 results is expected to total EUR 5,538 million (approximately 50% of the Group's 2023 reported profit excluding non-cash, non-capital ratios impact items) distributed approximately as 50% in cash dividend and 50% in share buybacks.

For 2024 results, the board of directors plans to continue with the same remuneration policy, which is a payout of approximately 50% of the Group's reported profit (excluding non-cash, noncapital

ratios impact items), distributed approximately equally between cash dividend and buyback programmes. The execution of the shareholder remuneration policy is subject to future corporate and regulatory approvals.

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 has been approved 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.

_{1 The bank’s shareholder remuneration policy is approximately 50% payout of the group net attributable profit (excluding the impacts that do not affect cash or capital ratios directly), split in approximately equal parts in cash dividends and share buybacks. Implementation of this policy is subject to future corporate and regulatory decisions and approvals.}

Further information on shareholder remuneration can be found in the following sections of this website:

• Dividends
• Share buybacks and why they’re important to shareholders
• Prices of latest reinvestments (PDF 171 Kb) (Only available in Spanish)
• The most recent and historical dividend payments are shown in the table below.