Shareholder remuneration

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 has approved to implement a share repurchase programme for an amount equivalent to c. 25% of the Group’s underlying profit in the first half of 2024 (i.e. a programme of approximately 1,525 million euros). The appropriate regulatory authorization for the new programme has already been obtained and its execution commenced last August 27 as detailed below.

First 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.

Maximum investment: the Buy-Back Programme will have a maximum monetary amount of 1,525 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 the tangible book value per share at the end of the last published quarter at any time. As of 30 June 2024, the tangible book value per share was 4.94 euro.

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 1,481,224,550 shares. Assuming that the average purchase price at which shares are acquired pursuant to the Programme were 4.60 euros, the maximum number of shares that would be acquired would be 331,521,739 (c. 2.14% 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 2 current independent purchase bid on the trading venue where the purchase is carried out.
• 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 27 August to 3 January 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.

The decision on the payment of the interim dividend in cash against the 2024 results will be submitted to the approval of the Board on 24 September. The implementation of the remainder of the shareholder remuneration policy for 2024 is subject to the appropriate corporate and regulatory 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 138 Kb) (Only available in Spanish)
• The most recent and historical dividend payments are shown in the table below.