FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of September, 2023
Commission File Number: 001-12518
Banco Santander, S.A.
(Exact name of registrant as specified in its
charter)
Ciudad Grupo
Santander
28660 Boadilla
del Monte (Madrid) Spain
(Address of principal
executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F:
Banco Santander,
S.A.
TABLE OF CONTENTS
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1 |
Report of Inside Information dated September 26, 2023 |
Item
1
Banco Santander, S.A. (“Banco Santander” or the “Bank”), in compliance with the Securities Market legislation, hereby communicates the following: |
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inside information
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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
today approved the payment of an interim cash dividend against 2023 results of 8.10 euro cents per share, equivalent to c. 25 % of
the Group’s underlying profit in the first half of 2023.
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The interim dividend will be paid from 2 November 2023;
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The last day to trade shares with a right to receive
the interim dividend will be 30 October 2023, the ex-dividend date will be 31 October 2023 and the record date will be 1 November
2023. |
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In addition,
also in application of such policy, the board has agreed to implement a share repurchase programme for an amount equivalent to c.
25% of the Group’s underlying profit in the first half of 2023 (i.e. a programme of approximately 1,310 million euros), which
is expected to start once the applicable regulatory approval has been obtained. A further announcement setting out additional information
on the terms of the share repurchase programme will be made before it commences. |
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The implementation
of the remainder of the shareholder remuneration policy for 2023 is subject to the appropriate corporate and regulatory approvals.
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Boadilla del Monte
(Madrid), 26 September 2023
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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 (https://www.santander.com/content/dam/santander-com/en/documentos/informacion-sobre-resultados-semestrales-y-anuales-suministrada-a-la-sec/2023/sec-2022-annual-20-f-2022-en.pdf),
as well as the section “Alternative performance measures” of this Banco Santander, S.A. (Santander) Q2 2023 Financial Report,
published on 26 July 2023 (https://www.santander.com/en/shareholders-and-investors/financial-and-economic-information#quarterly-results).
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 subsidiaries.
Forward-looking
statements
Santander hereby
warns that this document contains “forward-looking statements” as per the meaning of the U.S. Private Securities Litigation
Reform Act of 1995. Such statements can be understood through words and expressions like “expect”, “project”,
“anticipate”, “should”, “intend”, “probability”, “risk”, “VaR”,
“RoRAC”, “RoRWA”, “TNAV”, “target”, “goal”, “objective”, “estimate”,
“future”, “commitment”, “commit”, “focus”, “pledge” and similar expressions.
They include (but are not limited to) statements on future business development, shareholder remuneration policy and NFI. However, risks,
uncertainties and other important factors may lead to developments and results to differ materially from those anticipated, expected,
projected or assumed in forward-looking statements. The following important factors (and others described elsewhere in this document
and other risk factors, uncertainties or contingencies detailed in our most recent Form 20-F and subsequent 6-Ks filed with, or furnished
to, the SEC), as well as other unknown or unpredictable factors, could affect our future development and results and could lead to outcomes
materially different from what our forward-looking statements anticipate, expect, project or assume: (1) general economic or industry
conditions (e.g., an economic downturn; higher volatility in the capital markets; inflation; deflation; changes in demographics, consumer
spending, investment or saving habits; and the effects of the war in Ukraine or the COVID-19 pandemic in the global economy) in areas
where we have significant operations or investments; (2) climate-related conditions, regulations, policies, targets and weather events;
(3) exposure to various market risks (e.g., risks from interest rates, foreign exchange
rates, equity prices and new benchmark indices);
(4) potential losses from early loan repayment, collateral depreciation or counterparty risk; (5) political instability in Spain, the
UK, other European countries, Latin America and the US; (6) legislative, regulatory or tax changes (including regulatory capital and
liquidity requirements), especially in view of the UK´s exit from the European Union and increased regulation prompted by financial
crises; (7) acquisition integration challenges arising from deviating management’s resources and attention from other strategic
opportunities and operational matters; (8) our own decisions and actions including those affecting or changing our practices, operations,
priorities, strategies, policies or procedures; (9) uncertainty over the scope of actions that may be required by us, governments and
others to achieve goals relating to climate, environmental and social matters, as well as the evolving nature of underlying science and
industry and governmental standards and regulations; and (10) changes affecting our access to liquidity and funding on acceptable terms,
especially due to credit spread shifts or credit rating downgrades for the entire group or core subsidiaries.
Forward looking
statements are based on current expectations and future estimates about Santander’s and third-parties’ operations and businesses
and address matters that are uncertain to varying degrees, including, but not limited to developing standards that may change in the
future; plans, projections, expectations, targets, objectives, strategies and goals relating to environmental, social, safety and governance
performance, including expectations regarding future execution of Santander’s and third-parties’ energy and climate strategies,
and the underlying assumptions and estimated impacts on Santander’s and third-parties’ businesses related thereto; Santander’s
and third-parties’ approach, plans and expectations in relation to carbon use and targeted reductions of emissions; changes in
operations or investments under existing or future environmental laws and regulations; and changes in government regulations, regulatory
requirements and internal policies, including those related to climate-related initiatives.
Forward-looking
statements are aspirational, should be regarded as indicative, preliminary and for illustrative purposes only, speak only as of the date
of this document, are informed by the knowledge, information and views available on such date and are subject to change without notice.
Santander is not required to update or revise any forward-looking statements, regardless of new information, future events or otherwise,
except as required by applicable law.
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 securities.
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.
SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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Banco Santander, S.A. |
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Date: |
September 26, 2023 |
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By: |
/s/ Pedro de Mingo Kaminouchi |
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Name: |
Pedro de Mingo Kaminouchi |
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Title: |
Head of Regulatory Compliance |
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