Banco Santander, S.A. ("Banco Santander" or
the "Bank"), in compliance with the Securities Market legislation, hereby
communicates the following:
INSIDE
INFORMATION
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The board of directors of Banco
Santander, S.A. has resolved to submit to the 2025 Annual
Shareholders' Meeting, in application of the Bank's current
shareholder remuneration policy, the approval of the payment
against 2024 results of a final
gross cash dividend of €11 cents per share entitled to
receive dividends. Subject to the approval of the 2025 Annual
Shareholders' Meeting, the dividend would be payable from 2 May
2025. Thus, the last day to trade shares with a right to receive
the dividend would be 28 April, the ex-dividend date would be 29
April and the record date would be 30 April.
The 2025 Annual Shareholders'
Meeting will be called in the coming days to be held on 3 April
2025, on first call, or on 4 April 2025, on second call, with the
agenda below. The meeting is expected to be held on second
call.
Agenda for the 2025
AGM
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1
Annual accounts and corporate management.
1 A Annual
accounts and directors' reports of Banco Santander, S.A. and of its
consolidated group for 2024.
1
B Consolidated statement of
non-financial information for 2024, which is part of the
consolidated directors' report.
1
C Corporate management for
2024.
2
Application of results obtained during 2024.
3
Board of Directors: appointment and re-election of
directors.
3 A
Setting of the number of directors.
3
B Re-election of Mr Luis Isasi
Fernández de Bobadilla.
3
C Re-election of Mr Héctor Blas
Grisi Checa.
3 D
Re-election of Mr Glenn Hogan Hutchins.
3
E Re-election of Mrs Pamela Ann
Walkden.
3
F Re-election of Ms Ana
Botín-Sanz de Sautuola y O'Shea.
4
Re-election of the external auditor for financial year
2025.
5
Appointment of the verifier of sustainability information for
financial year 2025.
6
Share capital.
6 A
Reduction in share capital in the maximum amount of EUR
706,871,648, through the cancellation of a maximum of 1,413,743,296
own shares. Delegation of powers.
6
B Reduction in share capital in
the maximum amount of EUR 757,624,616, through the cancellation of
a maximum of 1,515,249,232 own shares. Delegation of
powers.
7
Remuneration.
7 A
Directors' remuneration policy.
7
B Setting of the maximum amount
of annual remuneration to be paid to all the directors in their
capacity as such.
7
C Approval of maximum ratio
between fixed and variable components of total remuneration of
executive directors and other employees belonging to categories
with professional activities that have a material impact on the
risk profile.
7 D
Deferred Multiyear Objectives Variable Remuneration
Plan.
7
E Application of the Group's
buyout regulations.
7
F Annual directors'
remuneration report (consultative vote).
8
Authorisation to the board and grant of powers for conversion into
public instrument.
Boadilla
del Monte (Madrid), 25 February 2025
IMPORTANT
INFORMATION
Does Not Constitute an Offer of Securities
Neither this document nor the
information contained herein constitutes an offer to sell or a
solicitation of an offer to purchase securities.
Past Performance Is Not Indicative of Future
Results
Statements regarding historical
performance or growth rates are not intended to imply that future
performance, stock price, or future results (including earnings per
share) for a given period will necessarily match or exceed those of
a previous period. Nothing in this document should be construed as
a profit forecast.
