Shareholder remuneration

Interim cash dividend against 2024 results

In application of the shareholder remuneration policy for 2024¹, the board approved a share buyback programme against 2024 results of up to EUR 1,525 million, which commenced on 27 August, once the applicable regulatory approval was obtained.

Likewise, the board of directors approved an interim cash dividend of EUR 10.00 cents per share charged against 2024 results paid from 1 November 2024. This represents a 23% increase compared to the equivalent cash dividend payment in 2023.

As a result, the total remuneration of this interim distribution charged against 2024 results will be approximately of EUR 3,050 million (+17% compared to its equivalent of 2023) and represents approximately 50% of the H1 2024 attributable profit (25% through dividend payments and 25% through share buybacks).

_{¹  Target payout is c.50% of Group reported profit (excluding non-cash, non-capital ratios impact items), distributed approximately 50% in cash dividends and 50% in share buybacks. Execution of the shareholder remuneration policy is subject to future corporate and regulatory decisions and approvals.}

First Buy-Back Programme for 2024 results

The board of directors 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 was obtained and its execution commenced last August 27 as detailed below

Banco Santander share capital reduces by 2.21% following completion of buy-back programme

The maximum investment provided for in the Buyback Programme (i.e. EUR 1,525 million) has been reached, having acquired a total of 341,781,250 own shares, representing approximately 2.21% of the Bank’s share capital. The acquisition of shares under the Buy-back Programme has been communicated on a regular basis, pursuant to the provisions of Articles 2.2 and 2.3 of the Commission Delegated Regulation (EU) No. 2016/1052. As a consequence of the above, the Buy-back Programme has been terminated in accordance with the terms set out when it was announced.

As disclosed in the Buy-back Commencement Communication, the purpose of the Programme was to reduce the Bank’s share capital by redeeming the shares acquired thereunder, which was authorised by the European Central Bank on 22 August 2024 (the “Capital Reduction”). The implementation of the Capital Reduction, which was approved at the Bank’s ordinary general shareholders’ meeting held on 22 March 2024 on second call under item 5 C of the agenda, is expected to take place at the meeting of the board of directors of the Bank to be held on 17 December 2024. As a result of the Capital Reduction, Banco Santander’s share capital will be reduced by EUR 170,890,625 through the cancellation of the aforementioned 341,781,250 own shares, each with a nominal value of EUR 0.50. Consequently, the Bank’s share capital will be set at EUR 7,576,246,161, represented by 15,152,492,322 shares, all of them of the same class and series.

The purpose of the Capital Reduction is the cancellation of the own shares acquired under the Buy-back Programme, contributing to the remuneration of the Bank’s shareholders by increasing the profit per share, which is inherent to the decrease in the number of shares. The Capital Reduction will not entail the return of contributions to shareholders since the Bank is the owner of all the shares to be cancelled.

It is expected that a reserve for amortised capital be created with a charge to the share premium reserve for an amount equal to the nominal value of the cancelled shares (i.e. EUR 170,890,625), which may only be used under the same conditions as those required for the reduction of the share capital, pursuant to the provisions of Article 335 c) of the Spanish Companies Law. Consequently, in accordance with the provisions of such Article, the Bank’s creditors will not be afforded the right of objection referred to in Article 334 of the same Law.

For purposes of the provisions of Article 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 341,781,250 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.

Accumulated share capital reduction resulting from the buyback programmes

After the completion of the Buy-back Programme, which will entail a share capital reduction of the Bank’s share capital by approximately 2.21%, once the seven buyback programmes carried out against the 2021, 2022, 2023 and the first semester of 2024 results have been completed, the accumulated share capital reduction amounts to EUR 1,094,074,490, with the Bank having repurchased 2,188,148,980 shares since November 2021, approximately 12.62% of its outstanding shares as of that date.

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 169 Kb) (Only available in Spanish)
• The most recent and historical dividend payments are shown in the table below.