Link Securities | The entity’s Board of Directors approved the implementation of a share buyback programme worth approximately €5.03 billion, for which it has already obtained the relevant regulatory authorisation and which will begin today as indicated below. In accordance with the current shareholder remuneration policy, €1.83 billion corresponds to an amount equivalent to approximately 25% of the Group’s ordinary profit in H2 2025. The remainder of the programme corresponds to an extraordinary repurchase of €3.2 billion, equivalent to approximately 50% of the CET1 capital generated once the sale of 49% of Santander Bank Polska to Erste Group has been completed. The Buyback Programme will be carried out under the agreements adopted by the General Shareholders’ Meeting on 31 March 2023 and will have the following characteristics:
- Purpose of the Buyback Programme: to reduce Santander’s share capital by redeeming the shares acquired under the Programme, in execution of the capital reduction approved by the Ordinary General Shareholders’ Meeting of 2025 and/or, where applicable, the capital reduction to be submitted for approval by the Ordinary General Shareholders’ Meeting of 2026.
- Maximum investment: the Buyback Programme will have a maximum monetary amount of €5.03 billion.
- Maximum number of shares: the maximum number of shares to be acquired in execution of the Programme will depend on the average price at which the purchases take place, but will not exceed 1,326,455,826 shares. Assuming that the average purchase price of shares under the programme is €10.60, the maximum number of shares that would be acquired would be approximately 470 million shares (around 3.20% of the bank’s share capital).
- Other conditions: the shares will be purchased at market price, subject to the following restrictions: 1) Santander may not purchase shares at a price higher than the higher of the following: (a) the price of the last independent trade, or (b) the highest independent bid at that time on the trading venue where the purchase is made. 2) Santander may not purchase on any trading day more than 25% of the average daily volume of the Bank’s shares on the trading venue where the purchase is made. The average daily volume will be based on the average daily volume traded in the twenty (20) business days prior to the date of each purchase.
- Indicative duration of the Buyback Programme: from 4 February 2026 to 21 July 2026, inclusive. However, Santander reserves the right to terminate or suspend the Buyback Programme if, prior to its expiry date, it reaches the maximum monetary amount or if any other circumstance arises that would warrant doing so.
