Banco Santander, S.A. (SAN) Earnings Call Transcript & Summary
April 4, 2025
Earnings Call Speaker Segments
Ana Botín-Sanz De Sautuola y O'Shea
executiveGood morning, ladies and gentlemen, shareholders, the Ordinary General Shareholders' Meeting of Banco Santander call pursuant to law and the bylaws is going to begin. The official announcement of the call to meeting was published on February 28 in the official gazette of the commercial registry in the newspapers Alerta and El Diario Monta on the website of the National Securities Market Commission and on the bank's corporate website santander.com where it has been published until today. In addition, you all have accessed the announcement of the call to meeting when registering as attendees at this meeting through the General Shareholders' Meeting platform to which you are connected. As you are all aware, the meeting is being held exclusively by remote means. And therefore, without the physical presence of shareholders or their proxy representatives or guests, pursuant to the provisions of law and regardless of the location of the presiding committee of the meeting, it is deemed to be held at the registered office. The meeting can be held in this format, thanks to the ability under the law and the amendment of the bylaws approved in 2021 with majority support from the bank's shareholders. It also guarantees the effective participation of our shareholders whose rights can be fully exercised with full and equal treatment. This way, shareholders located outside our borders or residing in places other than where the meeting is held, do not have to bear the burden of having to travel to attend and participate at the meeting as would do so who can easily attend in person. The virtual meeting is also consistent with Grupo Santander's digital transformation. It is aligned with the practice of other large international companies, and it reduces both the cost and the environmental impact of this corporate event. The general shareholders meeting platform through which you have connected to this meeting, developed over the last 2 decades has sufficient guarantees, is technologically proven and safeguards the exercise of the shareholders' right at the same level as at an in-person or hybrid meeting. In any case, if any of you require assistance during the course of the meeting, you may write to the e-mail address or call the shareholder help line included in the announcement of the call to the meeting. Furthermore, I want to inform you that a system has been made available so that those shareholders or their proxy representatives who, due to their personal circumstances, prefer to attend the general meeting from any of our branches and using a device provided by the bank are able to do so. Various attendees at this meeting are making use of this additional option from our regional branches in Spain. I also notify the ladies and gentlemen shareholders that the minutes of this meeting will be notarially prepared. To that end, the notary, [ Mr. Rafael Agile Losada ], who I have the pleasure of presenting to you is present by means of a connection to the shareholders meeting platform to perform his work. The notary, who you can see on the screen broadcasting the meeting has full access to such broadcast and to the General Shareholders' Meeting platform by means of which he will be aware of all the actions taken by the attendees, including in any presentations, proposal votes they may cast. The secretary has a floor to report the number of shareholders and attendance of the voting capital present and by proxy at these proceedings.
Jaime Renovales
executiveThe subscribed capital with voting rights is EUR 7,576,246,161 represented by 15,152,492,322 shares with a nominal value of EUR 0.50 each. The required quorum for the meeting to be declared validly in session on second call is 25% equal to subscribed capital with voting rights of EUR 1,894,61,540.50 represented by 3.788,123,081 shares. The quorum data is projected for you to see. The data shows the presence at the meeting of a total of 187,343 shareholders representing 68.507% out of which who have 9.7%. And 372,595 who represent 64.585% are represented shareholders deemed to be present who hold 0.91% of subscribed capital with voting rights are attending through general shareholders' meeting platform and a total of 187,764 shareholders who hold 3.23% of the subscribed capital with voting rights are shareholders who are deemed to be present having cast distance votes prior to the holding of the meeting. The full details of the quorum data I have just mentioned will be included within the notarial minutes.
Ana Botín-Sanz De Sautuola y O'Shea
executivePursuant to the information stated, a valid quorum is declared to exist for holding this general meeting on second call. As from this time, as stated in the announcement of the call to meeting and on the bank's website, the attendees may cast their vote whether in favor, against or blank or abstain regarding the proposed resolutions relating to items 1 through 8 on the agenda that the Board submits for approval at this general meeting, including the proposal that is put to a consultative vote under Item 7F on the agenda. Please remember that if the attendees do not take any action regarding the voting on the items on the agenda, it will be deemed that they vote in favor of the proposal on the agenda submitted to a vote in each case. The same rule will apply if they leave the meeting without expressly informing the notary. If proposals are made regarding matters not included on the agenda, the attendees may cast their votes from the time that the Secretary reads aloud said proposals. In any event, the period for voting by the attendees regarding all proposed resolutions, whether or not included on the agenda, shall come to an end when the secretary has finished reading the summaries of the proposed resolutions on the items on the agenda. The notary shall take note of the number and direction of the votes of the attendees and shall report it to the presiding committee to take into account in the proclamation of the voting results. As explained in the announcement of the call to the meeting, attendees have been able to send their presentations in audio or video format since 10 a.m. on April 2, and they will be able to continue to do so during the meeting. Attendees will also be able to submit presentations in writing. Presentations must comply with the law, the bylaws and the rules and regulations of the Board must be made through the presentation section on the General Shareholders meeting platform, where you are asked to indicate a summary or topic of your presentation and whether or not you are making a proposal that requires a vote at this meeting and may be submitted until following the reports from the Chair and the Chief Executive Officer, the presentation of reports by the chairs of several of the committees of the bank's Board has been completed, which will happen at approximately 1:50 p.m. I remind those attending the meeting that you can view or listen to all the audio or video presentations that have been and are being made as well as read those made in writing during the course of the meeting by accessing the presentation section on your screens. To facilitate access to these and to consult the ones that are being made in real time, you can see to the right of your screens on the shareholders meeting platform a list -- with a list of presentations that are being submitted organized according to the percentage shareholding of the participant. I will now give the floor to the notary for the appropriate legal purposes. Hereafter in order not to disturb the normal conduct of the meeting and without prejudice to the right to make presentations on the terms that I have explained and made the statements that they deem relevant, anyone who has reservations or objections with respect to the statements made regarding the number of shareholders and attendance or the capital present may communicate with the notary via the communications to the notary section of the General Shareholders Meeting platform. The notary will take note of their comments and put them in the minutes. I give the floor to the notary.
Unknown Attendee
attendeePursuant to Article 101 of the regulations of the commercial registry, as notary for the meeting, I hereby advise the shareholders at the meeting that if any shareholder wishes to express reservations or objections with respect to the statements made regarding the number of shareholders in attendance or the capital present, they may do so at this time by communicating with me via the communications to the notary channel of the General Shareholders' Meeting platform such that they can be collected in order to be recorded in the minutes. Thank you.
Ana Botín-Sanz De Sautuola y O'Shea
executiveThe Secretary now has the floor.
Jaime Renovales
executiveI remind you that the right to make presentations is limited to shareholders or proxy holders attending this meeting. Pursuant to the provisions of Article 17 of the rules and regulations for the General Shareholders' Meeting, each audio or video presentation must not exceed 5 minutes in length. If any of you wish your presentation to be recorded verbatim in the minutes of the meeting, you must expressly state so therein. In addition, in the case of an audio or video presentation, we kindly ask you to send it to us, if possible in writing so the notary can verify the presentation when listening to you. Following the completion of the presentations by the chairs of committees of the Board, receipt of all the presentations and therefore, the end of the period to make presentations, there will be a summary of the content of all the presentations made by attendees authorized to do so, although the presentations will remain available to the attendees on the General Shareholders Meeting platform at all times and until the end of the meeting. I state for the record that two requests to exercise the right to receive information have been received prior to the holding of the meeting. The request, together with the responses sent by the bank are available to you on the corporate website. I also state for the record that all of the attendees have had access to the following documents on the corporate website of the bank, which has been accessible for mobile devices and PCs at least since February 28, the date of publication of the call to this general meeting. One, the announcement of the call to the meeting, the text of the proposed resolutions to be submitted to the shareholders at the General Meeting, together with the director's reports and any other documents to be issued in accordance with the applicable regulations, the 2024 individual annual accounts and directors' report, including the nonfinancial information report and auditor's report. The 2024 annual report, which contains [ inter-alia ], the 2024 consolidated annual accounts and auditor's report; as well as the consolidated directors' report, which includes [ inter-alia ] the consolidated statement of nonfinancial information and other sustainability information together with the independent verification report and the annual report on corporate governance, which includes the reports of the Board committees, including the report on the director remuneration policy and the reports of the Audit Committee on related party transactions and on the independence of the auditor, the director remuneration policy and the annual director remuneration report. All of the aforementioned documents remain available on the bank's corporate website and have also been available to the shareholders at the registered office on the terms set forth in the announcement of the call to the meeting. Thank you very much.
Ana Botín-Sanz De Sautuola y O'Shea
executiveFurthermore, in relation to voting on the proposed resolutions, I remind you that pursuant to the provisions of Section 5 to 6 of the Spanish Capital Corporations Law, directors that have made or are in a similar situation to a public solicitation for proxies that have a conflict of interest and that have not received precise voting instructions shall not cast their vote corresponding to the shares represented thereby in relation when applicable to the proposals made by the Board of Directors under item 1C, 3B through to 3F, 7A through 7D and 7F. And that as stated in the proxy cards received, the General Secretary of the company shall cast the vote corresponding to such shares in his capacity as designated proxy representative for cases of conflict of interest in relation to those items in which a conflict exists. Unless he himself is in a situation of potential conflict of interest, which will be the case in items 7C and 7D and has now received precise voting instructions to that effect, in which case he shall abstain. Likewise, it is hereby declared that when voting on the proposal of the Board of Directors under Item 7C of the agenda, and in accordance with the provisions of law 10/2014, the voting rights of those shares whose direct or indirect holders benefit from this proposal may not be exercised in any case. Finally, as regards to proposals relating to items on the agenda, pursuant to the provisions of the rules and regulations for the General Shareholders' Meeting and given that the text of the proposals have been provided to the shareholders via the corporate website and is available on the General Shareholders' Meeting platform, there is no need for a prior complete reading of each of the proposals submitted to a vote. However, it is planned for the secretary to later provide a brief summary of the proposals that are submitted to the shareholders at this general meeting in relation to the items on the agenda. We will now present reports that I am sure will be of interest to you. Good morning once again, ladies and gentlemen, and welcome to the 2025 Banco Santander Annual General Meeting. And thank you all for joining us today. This year, we're holding a fully virtual AGM, broadcast live from our headquarters in Boadilla del Monte. Many large listed companies in Europe and the Americas already host meetings in this format. And we believe it is the most suitable way for a bank like Santander with millions of shareholders all over the world, to ensure all shareholders have the same opportunities to participate and exercise their rights wherever they are. We last hosted the AGM virtually during the pandemic. And today, thanks to the necessary legislation and technology, we are able to do so again with an even better platform, allowing all shareholders to see, hear or read each other's interventions with all the necessary governance and participation guarantees and with the support of the vast majority of our shareholders. Santander is a retail and consumer bank with a presence in 10 core markets in Europe and the Americas. We aim to be the best open financial services platform. We meet our customers' financial needs, whether borrowing, making payments, managing savings or insuring a home from start to finish through our global platforms and extensive branch network. And in the era of artificial intelligence, we are transforming these businesses to offer better user-friendly products and services that are competitively priced by harnessing our technology and scale with over 170 million customers worldwide. We're simplifying processes, automating operations, investing in our people and leveraging our global network to grow faster, boost efficiency and create more value for our teams, customers and for you, our shareholders. Furthermore, Santander's robust and transparent corporate governance follows the highest international standards. In 2024, we completed the transition of our Lead Independent Director, Glenn Hutchins. In his first year, Glenn has done an excellent job in engaging with other nonexecutive directors, key investors and proxy advisers to align the bank's strategy with the interests of our shareholders and other stakeholders. 2024 was a historic year for Santander in terms of our results, capital and the total remuneration we paid out to you, our shareholders. Once again, we achieved a record profit, earning EUR 12.6 billion, and we exceeded all our financial targets as well as making significant strides with our three strategic pillars: think value, think customer and think global. With the first strategic pillar, think value, how we create value for our shareholders? We meet -- we have met our objective to maintain double-digit average annual growth through the cycle in tangible net asset value plus dividend per share. In the past 2 years, we've achieved average annual growth of 15%, which is higher than the average of our competitors. We were able to create this value, thanks to meeting our 2024 objectives in line with the commitments we made at the 2023 Investor Day. Our disciplined capital allocation enabled us to achieve a CET1 fully loaded ratio of 12.8%, while increasing profitability to 16.3% RoTE. We also maintained our shareholder remuneration policy paying out around 50% of profit. With these results, total shareholder remuneration reached an all-time high for Santander to -- of course, to EUR 6.3 billion, 6x more than in 2014. We paid out almost half of that in a cash dividend. That was a charge against our 2024 earnings, which was up 19% year-on-year per share and the other half in share buybacks. From 2021 to the second 2024 buyback program, Santander has repurchased approximately 15% of its shares and returned almost EUR 6.5 billion to shareholders. In addition, shareholders have received EUR 9.6 billion in cash dividends, including the final cash dividend of EUR 0.11 per share that you will vote on today. In total, we have rewarded our shareholders with nearly EUR 32 billion from 2015 to 2024, both years included. Regarding our second strategic pillar, Think Customer. How Santander puts the customer at the heart of everything we do? In 2024, we continue to build a digital bank with branches and made inroads to become the most profitable bank in our core markets. Through our One Transformation plan, we're combining technology and the talent of our teams to offer high-quality, fully digital products while ensuring that our branches provide the support and advice that our customers need, automating and digitalizing operational tasks to minimize the time we spend on them. We're also rolling out a new branch model across our footprint. The group now has 220 Work Cafe's, which offer a better and more personalized service to our customers and noncustomers. By combining innovation and a personal touch, we are squaring the circle. We make sure our customers have a unique experience with competitive prices, and we do so in a way that is profitable for our shareholders. A great example in 2024 was the launch of Zinia, which offers advanced digital consumer financing solutions which we call checkout lending in Germany through our partnerships with Amazon and Apple. Against this backdrop, in 2024, we increased our customer base by 8 million to 173 million and grew active customers by 4%. Last, but not least, is our third strategic pillar, Think Global. How we're leveraging our diversification and global scale? One Transformation is our plan to harness the full potential of our global scale by combining our local leadership with the platforms we are deploying across the group. The goal is to roll out a common operating and business model with local flavor to serve our 173 million customers. The idea behind this plan is to foster collaboration between our five global businesses, what we call network collaboration as well as to offer the best solutions and scale them in all our markets through our global technology platform. This way, we enhance customer experience while reducing the cost to serve, growing faster and continuing to increase profitability. In 2024, network collaboration synergies between our 5 global businesses led to EUR 20 billion in revenue, which accounts for 32% of the group total. Allow me to briefly go over our performance and strategy in the five global businesses. 2024 was a pivotal year for Santander and our Retail and Consumer businesses in every market where we operate. In Retail, we're making headway to become our customers' bank of choice. Our 147 retail customers are increasingly signing up to our products and services through digital channels with digital sales growing double digits. Our teams are focused on delivering value-added services, and we reduced our full-time noncommercial employees, FTEs, by 13% in 2024. In 2024, Santander was among the top 3 banks in terms of average customer satisfaction based on the Net Promoter Score in 8 of our 10 core markets. We increased our RoTE in retail from 15.1% to 18.9%, raised the number of active customers by 4 million up to 79 million, grew revenue per active customer by 5% and reduced the cost per customer by 3%. Our consumer business saw some notable achievements in 2024, including for example, drive a fully digital vehicle purchasing platform in the U.S. where users can finance or purchase a car from start to finish online and the expansion of our leasing in Europe. The launch of Openbank in the U.S. and Mexico. Openbank in the U.S. has exceeded our expectations in the first few months and will allow us to keep growing profitably. With over -- and I'm referring to states now, with over 90,000 customers brought on board and more than $3.5 billion in deposits in just 5 months, we're already optimizing our financing base in that market in the U.S. In addition, a few weeks ago, we announced our partnership with Verizon, the leading telecom company in the U.S. with 100 million customers, which will boost Openbank's growth in the country. In Mexico, the comprehensive suite of everyday banking products that includes interest-bearing accounts, debit and credit cards and cash withdrawals at 10,000 Santander ATMs. In CIB, we have an originate-to-distribute model through which we rotate our assets to increase profitability. CIB leverages our local strength in countries such as Spain, Brazil and Mexico, the relationships with large companies and fundamentally transactional business supported by specialized teams and financial advisory and capital markets in London and New York. Our wealth business with double-digit revenue growth, generates 1/3 of the group's total fees, including insurance and asset management. Assets under management climbed 13% to almost EUR 500 billion in 2024 with over EUR 100 billion in Spain and record net sales. In 2024, Euromoney Magazine named us the Best International Private Bank in Latin America. Last, we have payments, which consolidates the group's payment factories including cards through innovative and efficient solutions. Our global account-to-account payment solution, payments hub uses a single API to offer instant payments to our customers in the Eurozone, the U.K. and Mexico. We're rolling it out fully in Brazil and the U.S. in 2025 and will enable real-time connectivity between our banks and customers in the U.S. and Mexico before the year is out, something that will be differential. We have also already started offering this service to third-party banks. In PagoNxt, our leading merchant acquiring platform, Getnet offers clients new global solutions, including, for example, a regional e-commerce API to offer payment acquiring and processing services to merchants in Brazil, Mexico, Argentina and Chile. In 2024, Getnet processed 9.8 billion transactions globally. In Cards, our global platform, Plard, manages over 15 million debit cards in Brazil. In the coming years, we will roll out Plard in all the group's markets. With regards to sustainability, Santander has a clear purpose to help people and businesses prosper. And I will share some data of what that means. In 2024 only, we helped finance the purchase of 3.7 million homes with total lending amounting to EUR 350 billion. We allocated EUR 214 billion to help clients purchase other goods. We provided EUR 330 billion to help set up or grow companies, including over 530,000 SMEs and sole traders. We financed the purchase of 4 million new cars in 2024 only. And we have contributed close to EUR 11 billion in taxes in the markets in which we operate. In 2024, we achieved the target we set in 2019 to allocate over EUR 120 billion to green finance projects, and we did it 18 months early. We mobilized almost EUR 140 billion since 2019 and continue to work on reaching our new target of EUR 220 billion by 2030. We retained our position as global leader in renewable energy by growing our green mortgage and sustainable vehicle portfolio by 20%. We also made considerable inroads with our target to financially include 5 million people between 2025 and [ 2025 ], reaching 4.3 million people between 2025 and 2024. In 2024, we helped 1.3 million micro businesses in Latin America that previously did not have access to financial services through micro loans to help build their operations. Finally, last year, 2.2 million people and businesses benefited from our investment of over EUR 100 million in higher education, entrepreneurship and employability. And we allocated almost EUR 63 million to social initiatives that drive financial education, culture and support during humanitarian crisis, such as the floods in Spain and Brazil and the hurricane in Mexico or the fires in Chile and Portugal. In the specific case of the flash floods in Valencia, we work with over 60 organizations on the ground to help rebuild homes and schools, restart businesses and provide grants for the most affected students to resume their courses. During the first months of 2025, we have seen increased geopolitical uncertainty and high volatility in the markets across the world. The current 5-year growth forecast for the global economy stands at 3.1%, which is the lowest for 16 years. The recent announcements in the U.S. regarding tariffs reflect an escalation in trade tensions. As a bank, our focus is on helping clients navigate the volatility and we are committed to doing that. We are, as I say, committed to that. Our markets, however, remain resilient. The employment data, which is the cornerstone of asset quality is very good. Unemployment is either at an all-time low or very close to it in 2/3 of our core markets, and we expect strong performance in 2025 as well. Here, Spain is expected to grow 2.5% in 2025 above the European average, reaching record employment levels with nearly 22 million people registered in the social security system. In Europe, we have a great challenge and also a great opportunity to play a very significant role at a global level. It's been a long time since institutional investors have shown so much enthusiasm for investing in Europe. The decision of Germany, which represents 1/3 of the European economy to relax its debt break and its plans to invest more combined with a European decision to prioritize competitiveness mark a turning point for Europe's outlook. It is time to take action and make the changes that lead to stronger and better growth, which will enable the European social model to be sustainable. To achieve that, Europe must increase investment and promote innovation in a way that feeds into the real economy. We are taking steps in the right direction, but we must do more. Most countries have limited fiscal space and therefore limited capacity to cut taxes or increase spending. However, the European banking industry is strong and has the appropriate levels of capital to support Europe's huge funding needs and allocate capital efficiently to productive sectors. This does not require new legislation, only to simplify with the objective of striking the right balance between building capital and supporting growth, especially for SMEs. Looking ahead, we also need structural reform, balancing public finances, fostering a better environment for private investment, attracting talent, and institutional context that allows our companies to grow, make them more competitive and resilient and ensure that businesses born in Europe stay in Europe. Artificial intelligence and other emerging technologies will play a key role in making the leap in productivity that we need. At Santander, we're investing in this technology to become more agile and efficient and enhance the customer experience and grow faster. Our AI initiatives focus on capturing customers, reducing risks and automating processes. We have over 6,000 developers using AI tools with a 20% to 30% increase in productivity. We are using AI to strengthen cybersecurity and have automated complex workflows such as the drafting of powers of attorney. In Retail, with just 6 AI use cases, we made approximately EUR 200 million in savings in operational efficiencies in 2024. Staying with Retail, we can further personalize our product and service proposition for each customer, which should lead to 20% growth in digital sales. We know it has a huge potential of generating significant increases in wealth, amongst other things. And it's -- we have a clear commitment of using AI in an ethical, safe and transparent manner with a sound governance framework. We recently created the role of Group Chief Data and Artificial Intelligence Officer who will be responsible for implementing our new operating model. Looking forward, we expect to continue increasing profitability in 2025. While we are monitoring the implications of recent tariff announcements in the U.S., it is in challenging times when the value of our diversification is most apparent. As such, we maintain all our targets for the year, including achieving around EUR 62 billion in revenues, falling cost year-on-year in absolute terms, a stable cost of risk with better performing markets offsetting others and reaching an RoTE above 16.5% post AT1 and a CET1 of 13%. In the first quarter of 2025, we maintained the positive trends seen in previous years by growing our customer number with revenues expected to remain flattish, and cost to decrease in current euros compared to the same period last year. Both cost and revenues are in line with our guidance for 2025, and as a result, efficiency improved about 50 basis points. Credit quality remains stable with the cost of credit within the expected range. And as a result, in the first quarter, we expect to increase profitability relative to full year 2024, achieving an RoTE of about 15.7% post AT1 on a path to reach our full year target of 16.5%. Grow tangible net asset value plus cash dividend per share by over 14%, while maintaining solid capital generation with a CET1 ratio of 12.9%, up 10 basis points against the end of 2024. We remain committed to creating value for shareholders, and the shareholder remuneration target announced for the next 2 years is the highest ever. As we said in February, our aim is to pay out up to EUR 10 billion to our shareholders through share buybacks, which would mean distributing under our current policy approximately 50% of our attributable net profit, split almost evenly between a cash dividend and a share buyback. Distributing excess capital in the second cycle after our annual results subject to regulatory approval and business performance. Last year, we said Santander was a unique investment opportunity. Given our strong performance recently, we continue to believe that we're exactly that, a perfect combination of profitable and sustainable growth, solvency and a low-risk profile as well as shareholder remuneration and value creation. At Santander, we're building the bank of the future, while consistently growing shareholder remuneration. We're investing in talent and technology and developing the necessary tools to meet the needs that our customers expect today. We're transforming how we serve our customers by putting them at the heart of everything we do and creating simpler and more tailor-made experiences at competitive prices anywhere, anyhow. We will continue to lead with purpose and responsibility. We'll continue to drive sustainable and inclusion by empowering our communities, financing their transition to a greener economy, while promoting a culture of responsibility and ensuring that our impact stretches beyond our own profit. Innovating on solid foundations has been Santander's bedrock since it was created. In the past 168 years, Santander has withstood wars, pandemics and sweeping changes to the economy. We have not just survived, we've emerged stronger. The current volatility is not new for us. Our diversification acts as a stabilizer in an uncertain global environment. We're facing up to what will be the third global revolution in human history after the agricultural and industrial revolutions, the AI revolution. And as we did in the past, we will embrace this change by leveraging the extensive knowledge that we have gained through generations and making the right decisions today. Our willingness to anticipate, lead and shape change rather than simply react to it is what has driven us forward. I want to take this moment to thank the Board and all the Santander team for their commitment and dedication to the bank. We have the best talent to realize our aim of becoming the best open financial services platform and to do it in the right way. Thank you, our shareholders, for your trust and support to our vision and strategy over the past decade. We've only scratched the surface of our potential as a group. The best is yet to come. Everyone at Santander is committed to following the pathway of success, achieving sustainable growth, creating value and helping people and businesses prosper. Thank you. The CEO has the floor.
Hector Blas Grisi Checa
executiveGood morning, shareholders, and thank you very much for attending this Annual General Meeting. Today, I would like to focus on the following three main points. First, I will review the group's main management priorities that enabled us to achieve our excellent results in 2024. Then I will spend a few minutes explaining our global businesses financial performances in the year. And finally, I will give more details on the 2025 priorities and that we have set for them. Before delving into the numbers, results and profits, I would like to remind you that what gives meaning to what we do are all the people who are part of Santander. Therefore, I would like to start by thanking all of you. Thanks to our customers and to you, our shareholders, for the trust that you have in us and particularly in the group's value creation strategy. I would also like to thank the more than 200,000 employees who work at Santander. They are 200,000 stories of dedication, effort, commitment and collaboration; 200,000 people who care not only about achieving and exceeding the goals we set in a way that is simple, personal and fair. With that, I would like now like to take you through the management actions carried out in 2024 that enabled us to achieve excellent results. Our main goal in 2024 was to extract the maximum value from Santander's business model, a model that very few competitors can replicate and which represents a significant competitive advantage, and it's based on three fundamental pillars, a solid customer base. In fact, one of the largest in the world with 173 million customers. Geographical and business diversification and global scale and local leadership with deep knowledge of the markets in which we operate. We aim to realize as much potential from this advantage as possible. And to do so, we focused on collaboration, materializing existing synergies at a global level and capturing the benefits from these initiatives in the form of operational leverage in 2024. We made progress in our goal of offering the best customer experience. We increasingly became our customers' primary bank, and we increased customer transactionality, which in turn, boosted deposits and net fee income, and we drove profitable business growth. As a result, profit reached an all-time high of EUR 12.574 billion as we made excellent progress towards a simpler and more integrated model. This supported efficiency and profitability gains. We continue to prove our ability to generate capital organically which enabled us to report the highest capital ratio in our history, distribute more dividends and achieve double-digit growth in value creation. This positioned us at the end of the year as the bank with the highest capital generation in 2024 of the main banks, both in the Eurozone and globally. Thanks to greater results, making us the second largest bank in terms of profit among global players, mainly due to the better relative performance of net interest income, good management of costs and provisions, and a strong improvement in profitability, driven by our transformation plan and disciplined capital allocation. This excellent performance enabled us to exceed all the financial targets we set for 2024. Revenue rose 10% in constant euros. We ended the year with an efficiency ratio of 41.8%. Cost of risk was 1.15% below our 1.20% objective. As the Chair already mentioned, we increased the fully loaded CET1 ratio by 50 basis points up to 12.8%, and we improved profitability with RoTE reaching 16.3%. As a result, the tangible net value per share plus cash dividend per share grew double digits year-on-year. To achieve this record result, we focused on the following five management levers. Firstly, transformation. Our strategy One Transformation aims to simplify our product offering and automate processes. This way, we can provide better customer experience, facilitate their interactions with the bank and progress towards the group's goal of becoming our customers' primary bank and increasing transactionality. It also promotes network effects through collaboration, which structurally improves operational leverage, achieving higher revenue and lower costs at the same time. Secondly, the implementation of common platforms. Our global scale enables us to identify what we do best in each unit and export it to the rest of the group. In terms of technology, this translates into developing the most innovative common platforms at the group level, which allows us to deploy the best technology and operate it centrally. In 2024, we focused on continuing to develop, implement and migrate activity and customers to our new common platforms. This enables us to drive digitalization to enhance service and better meet our customers' needs while also reducing operating costs. This generates efficiencies enabling us to compete on equal terms with other market players who have simpler and leaner structures and to continue building our aim of becoming a digital bank with branches. Thirdly, actively manage risk and balance sheet sensitivity. Active risk management, together with the good labor markets across our footprint, enabled us to maintain our solid credit quality with cost of risk at controlled levels and improving compared to 2023. After having focused on maximizing net interest income in an environment of higher interest rates in recent years, asset and liability management in 2024, focused on positioning our balance sheet for the new interest rate cycles, significantly reducing their sensitivity to rates and thus, mitigating future impacts. So we activated one of the main mechanisms available to banks to manage our balance sheet, which are investments in our ALCO portfolio, comprising mainly government bonds. At the same time, we maintained a solid liquidity position throughout the year with strong and diversified access to wholesale funding markets and a stable customer deposit base. Additionally, we continue to hedge a large portion of our expected results in the most volatile currencies that have a high depreciation risk. All these measures are not only reflected in 2024 results but also position us well for the year ahead. Fourthly, strong balance sheet and disciplined capital allocation. In a group such as Santander, which is one of the largest in the world in terms of assets, it is essential to centrally manage our asset portfolio we originate at local level. In the past year, we expanded our risk transfer and asset mobilization capabilities through the creation of a fully dedicated global team, the global asset desk, which has already become a benchmark in the market. Thanks to this team, we managed to free up capital equivalent to more than EUR 60 billion in risk-weighted assets in 2024 at a cost of capital that is half of the return on the new origination. We also conducted a granular analysis of all portfolios and businesses to ensure an optimal allocation of the group's capital to opportunities that generate the most value for our shareholders. As a result, our front book RoTE was 23% in 2024, well above our portfolio's average return. This new business profitability enables us to reinvest the 1/3 of our balance sheet that matures each year at much higher RoTEs, This along with the allocation of free capital to the most profitable opportunities substantially improved Santander's profitability and capital generation. As a result of all of the above, we increased value creation for our shareholders. Total remuneration paid to our shareholders in 2024 through cash dividends and share buybacks was 34% higher than that paid in 2023. As a result of everything I've just mentioned, we achieved double-digit growth in value creation for the second consecutive year, something we expect will continue in the coming years. Moreover, we still believe that share buybacks are one of the best ways to invest capital and create value for shareholders. Therefore, as the Chair said earlier, the Board intends to allocate up to EUR 10 billion through share buybacks corresponding to 2025 and 2026, stemming from the implementation of our shareholder remuneration policy and additional buybacks to distribute excess capital. Let me now take a look at the financial performance of our global businesses in 2024. Retail achieved a profit of EUR 7.3 billion in the year, up 29% year-on-year in constant euros due to the positive dynamics in the main P&L lines. Of note were the excellent margin management, higher fees driven by larger commercial activity and a higher customer base, significantly lower cost in real terms, reflecting progress in our transformation, which resulted in a strong operational leverage improvement and lower provisions, especially in Europe. In Consumer, we made progress in our strategy to optimize the funding structure by capturing deposits to improve margins and revenue stability. We launched initiatives to capture deposits digitally in the Netherlands and continued working on expanding Openbanks to other markets. Consumer had an exceptional operational performance with double-digit growth in net operating income. Of note were the strong fee growth, good net interest income performance and lower costs supported by our transformation efforts even as we invest to grow. As a result, profit was EUR 1.7 billion, remaining high despite the impact of the expected normalization and a nonrecurring provision in the U.K. CIB had a record profit of EUR 2.74 billion, up 16% year-on-year in constant euros. Net interest income, net fee income and total income reached all-time highs, supported by solid activity levels. The cost performance reflected investments to improve the franchise which are already driving results in the form of fee growth, which significantly outpaced rises in costs. We expect this fee growth to accelerate even more as we continue to execute our strategy. In Wealth, we continue to deepen client relationships in private banking, asset management and insurance. This enabled us to accelerate growth while maintaining a high level of profitability. Profit increased 14% to EUR 1.65 billion, supported by strong activity with double-digit fee growth. This, along with costs, they grew well below the total income enabled us to improve efficiency by more than 200 basis points, even with the investments we are making. An important growth driver in the CIB and Wealth businesses is collaboration, which leverages the benefits of connectivity between businesses as well as across the group's countries. Finally, in Payments, we achieved a profit of EUR 413 million with excellent revenue trends in both businesses, PagoNxt and Cards, with higher activity and solid credit quality in Cards. This boosted profit 18% if we exclude the impact from discontinuing some platforms in line with our strategy to promote the use of common platforms in the group. After an excellent 2024, 2025 is now well underway. The good starting point, thanks to the strong end of 2024 for the global economy, allows us to address the potential instability of certain geopolitical risks this year. It is precisely in times of uncertainty that diversification becomes more important, acting as a stabilizing element. In Santander's case, since the publication of our fourth quarter, the market is clearly recognizing both the 2024 results and the value of our business model. In fact, in the first quarter of 2025, Santander's market capitalization increased around 40%, the best performance among their peers. The value of the group's business model is something that we have been proving for years and enabled us to achieve record profits for three consecutive years, and we are confident that we will exceed it yet again in 2025, improving profitability through our global businesses. We expect to achieve year-on-year profitability growth in Consumer, CIB and Payments while maintaining high levels in Wealth. In Retail, we also expect to maintain solid profitability despite the rate environment, supported by the initiatives to reduce balance sheet sensitivity and our efforts to become the primary bank for our customers, driving good fee performance with controlled costs and provisions. We will continue to foster efficient capital allocation with all businesses working closely with the capital management team to support value creation for you, our shareholders. To achieve this, we have set the following management priorities. In Retail, continue working towards our vision of becoming a digital bank with branches underpinned by a common operating model and advantages from a global tech platform. Improved digital capabilities on the new branch model will enable us to provide better advice and personalized service. We will continue with the transformation of our business model based on strong customer relationships and the advantage of the network effect provided by the global structure. All of these will result in better structural efficiency and support value creation. In Consumer, continue to consolidate our leadership position in auto, strengthening existing partnerships and incorporating new ones, deploying the operational leasing platform in Europe and operating with lower cost to serve. We will expand our offering through Zinia and transform the checkout lending business in the consumer lending business. Lastly, in Openbank, we continue to execute our expansion plans in the U.S. and Mexico, expanding our value proposition and driving deposit gathering initiatives in Europe. Our CIB business will continue to deepen our client relationships with a particular focus in the U.S. through the growth plan for the franchise and the country. At the same time, we will consolidate our global centers of expertise and continue growing our global markets franchise on the back of investments already made and the collaboration opportunities with other businesses. In Wealth, we will also continue to improve our customer experience by providing personalized service. We will increase our penetration in our current footprint and foster expansion to new markets such as the Middle East. We will continue developing products with significant growth potential, such as alternative investments, health and cyber insurance. We will boost operational leverage by globalizing our service and product factories. And finally, we will continue to develop global platforms to transform our operations and distribution model. Lastly, in Payments, PagoNxt will focus on strategically managing Getnet's market share, our acquiring business prioritizing profitable growth. In Ebury, we will continue to expand geographically and incorporate tailored products to capture new verticals such as mass payments. In PagoNxt payments, we will migrate the group A2A payments to our platform, reducing the cost per transaction, offering adjacent services and developing instant cross-border payment solutions. Cards, which manages more than 100 million cards, will focus on building and implementing the global cards platform. In 2025, we expect to authorize 3 billion transactions in 6 countries and issue debit cards in 4 of them. We will continue to drive profitable growth through credit cards and exploiting the commercial cards business with a complete payments management offering and developing new business opportunities between Cards and Getnet. Dear shareholders, as I come to the end of my speech, I would like to conclude by reiterating my thanks to all of you. As Thomas Alva Edison once said, vision without execution is hallucination. That is why we, at Santander, are not satisfied with planning and designing the bank we want to be in the future, but rather, we are concerned with executing our strategy day by day, step by step, in the present, dedicated to the transformation process. Our focus on execution enables us to look to the future with optimism and enthusiasm and in this way to demonstrate through results our commitments to you, our shareholders and to ensure value creation year after year. Thank you for being part of Grupo Santander, I hope to continue to count on all of you next year.
Ana Botín-Sanz De Sautuola y O'Shea
executiveThe chairs of the Audit Responsible Banking, Sustainability and Culture, Remuneration and Nomination committees will now make the presentations they have prepared to briefly report on the activities of the committees they chair and the proposed resolutions relating to the areas of their respective powers. In the case of the presentation made in English, attendees following the meeting in Spanish will listen to a translation of the presentation. I remind you that when all these presentations from the Chairs of the committees have been completed, the period for attendees to submit their presentations will end. The Chair of the Audit Committee now has the floor.
Germán de la Fuente
executiveLadies and gentlemen, good morning or good afternoon, depending on where you are. I am addressing you for the first time at this general meeting as Chair of the Board Audit Committee, a position I have had the honor and privilege of holding since March 2024 when I succeeded Pamela Walkden. I would like to express my sincere gratitude to Pamela for her excellent service during the years she chaired the committee of which she remains a member, offering her valuable experience. Today, I'm going to report on a few of the key activities that we carried out during this year and which are found under the committee's report in the corporate governance chapter of the annual report. In particular, I'm going to highlight how we contributed to ensuring the integrity of financial and nonfinancial information in the 2024 financial year and on the findings of the year's audits. The Board Audit Committee reviewed the banks and the group's financial information with special focus on the financial statements and directors' reports for 2024. These documents were verified in an unqualified audit by our external auditor, PricewaterhouseCoopers, and are submitted today for your approval under Item 1A of the agenda. The committee oversaw the preparation of those documents and reviewed the effectiveness of internal controls, which the auditor also verified. We kept in regular interaction with our external auditor to remain up to date with their work and with regulatory developments. He was invited to all committee meetings and in sessions without the presence of executives, we discussed any concerns that might affect their work. the lead audit partner, told us that none had arisen. The committee has given a positive assessment of our external auditor's performance and verified its independence according to regulation and internal policy. Therefore, the committee put forward a proposal to the Board to reelect PricewaterhouseCoopers for 2025, which is today submitted for your approval under the agenda Item 4. The 2025 financial year will mark the 10th year of its mandate and in compliance with applicable regulation over the past year, the committee has overseen a competitive and transparent process for the selection of our external auditor for -- from 2026 onwards. This process in which the 4 leading global audit firms competed has culminated in the selection of PricewaterhouseCoopers for its appointment at the 2026 Annual General Meeting. Nonfinancial information with particular focus on the processes and controls required to comply with the demanding regulatory framework in force and the expectations of our stakeholders remained high on our agenda in close coordination with the Board Responsible Banking, Sustainability and Culture Committee. The consolidated nonfinancial information statement for 2024 and the sustainability information submitted for approval under Item 1B of the agenda are now presented in accordance with the reporting standards of the Corporate Sustainability Reporting Directive, CSRD, which has yet to be transposed into Spanish law. This reporting helps us compare the information with that of other European companies. Furthermore, under Item 5 of the agenda, we propose the appointment of PricewaterhouseCoopers as a verifier of sustainability information for the same period as its proposed reelection as external auditor, subject to all of this being required under the Spanish law transposing the CSRD. The committee monitored the independence and effectiveness of the internal audit function, ensuring that it has the necessary resources to fulfill its responsibilities, including the development of new skills and expertise in the teams. We also oversaw the execution of the 2024 internal audit plan with special focus on emerging risks like cybersecurity and those relating to new technology, supplier management and financial crime prevention as well as the sustainability of the internal controls we need to manage them. In coordination with the Board Nomination Committee, the committee oversaw the selection process for the group Chief Audit Executive, which culminated in the appointment of Julia Bayón to replace Juan Guitard, whom I sincerely thank for his excellent performance over almost a decade and his constant support to the committee. We received detailed information on the group's entities in noncooperative jurisdictions and the oversight on such entities. We maintain a policy of limiting this presence to the extent possible in line with international best practice and applicable regulations. The committee was also informed of the group's implementation of tax policies and the annual tax transparency report submitted to the tax authorities. We also continue to review related party transactions in terms of fairness and transparency, as mentioned in the corresponding section of the annual report. Finally, I would like to highlight our coordination work with the subsidiary audit committees, which enabled us to share topics of common interest, harness their vast collective expertise and adopted a common approach, a key aspect to carrying out the committee's functions with a global joint-up vision. For all these reasons, I wish to express my satisfaction and the Board Audit Committee's positive opinion in relation to the above-mentioned resolutions submitted for your approval today. Thank you.
Ana Botín-Sanz De Sautuola y O'Shea
executiveThe Chair of the Responsible Banking, Sustainability and Culture Committee now has the floor.
Sol Daurella
executiveLadies and gentlemen, good morning. I stand before you as Chair of the Responsible Banking, Sustainability and Culture Committee to inform you about some of the activities performed by the committee in 2024 and other matters within its remit. In 2024, the committee continued to support the Board in defining and overseeing the group's sustainability strategy. I would like to highlight the following information. Regarding environmental matters, the committee acknowledged the development of our green finance proposition and the support given to our customers in their transition to a sustainable economy. In 2024, the group reached 18 months early its target of raising and facilitating EUR 120 billion in green finance. We are now progressing towards the next milestone, EUR 220 billion by 2030. The committee also reviewed progress made in embedding ESG factors in risk management, especially in the most material sectors as well as progress made in our aim to reduce the impact of our own activities in line with the regulatory context and the market practice in the different jurisdictions where the group operates. With respect to our employees, during the year, we continue to foster an inclusive and meritocratic culture in conjunction with the Nomination Committee and the Remuneration Committee. During the year, the group continued to help people and businesses prosper, devoting more than EUR 350 million to help 3.7 million families to access housing and EUR 330 million to help set up or grow companies. including more than 530 SMEs and self-employed individuals. Financial health and inclusion and community support also remained high on the committee's agenda in 2024. Our projects reached 2.6 million new people, getting closer to our target of 5 million people financially included between 2023 and 2025. And we invested EUR 166 million in the communities where we operate, out of which EUR 104 million were devoted to promoting education, employability and entrepreneurship through Santander Universities. As for socially responsible investment, in 2024, we reached EUR 89 billion of assets under management. Finally, as informed by the Chair of the Audit Committee, I would like to highlight our oversight in coordination with the Audit Committee of the adaptation to the new Corporate Sustainability Reporting Directive, or CSRD of the sustainability statement, which is submitted to your approval as Item 1b of this meeting agenda, which therefore complies with the requirements under both CSRD and the Spanish law still enforce. In 2025, we will continue to manage sustainable risks and opportunities, while we continue to analyze the increasing divergence of public policies in the countries where we operate and its potential impact on the sustainability strategy of a global bank like us. Thank you very much.
Ana Botín-Sanz De Sautuola y O'Shea
executiveThe Chair of the Remuneration Committee now has the floor.
Glenn Hutchins
executiveHello everyone. I'm speaking to you as the Lead Independent Director and Chair of the Remuneration Committee. The Corporate Governance section of the annual report, which has been available since the AGM notice was published includes my Lead Independent Director report and the Remuneration Committee activities report for the year. In 2024, the Board remained committed to increasing shareholder value by delivering strong, sustainable results with prudence and careful risk management. We believe the Board oversight is critical in aligning the interest of our shareholders and other stakeholders with the strategies of our enterprise and driving success. Overall, our goal is to increase shareholder value by executing on a strategy to be a technology-first company that consistently increases profitability and return on capital in line with goals, which we outlined to our shareholders at the beginning of every year. Notably, we have made important progress over the year in our technology transformation agenda and in our shift to 5 global businesses, enabling us to serve our customers better, gain operating efficiencies and clarify external reporting. We also removed the regional layer of management, facilitating fast decision-making, clear accountability and enhanced agility. We further held several meetings and sessions with our Executive Chair and with our CEO in order to assist in their work and evaluate their progress. With respect to compensation, it is essential that we attract and retain top talent who can implement our strategy. In order to accomplish this in a manner understood and supported by our shareholders. I personally met with 16 of our largest investors, representing about 24% of our share capital as well as major proxy advisers to understand their views better. While our discussions focused on compensation, we also covered other key topics such as our focus on shareholder value, corporate strategy, Board oversight, sustainability and the virtual AGM. Overall, the feedback was positive, and there were very good suggestions for stronger alignment between executive pay and long-term performance. The Remuneration Committee carefully considered this input and made several adjustments. These include increasing the portion paid in shares from 50% to 60%, raising the weight of long-term performance metrics from 36% to 40%, increasing the emphasis on relative total shareholder return in the long-term metrics from 40% to 50% and raising the minimum vesting threshold for total shareholder return from the 40th to the 50th percentile. Today, we are seeking approval for this remuneration policy for the next 3 years. We're also asking for approval on several other remuneration-related items, all consistent with last year's AGM approval. First, the maximum ratio between fixed and variable pay for key corporate identified staff, the deferred multiyear objectives variable remuneration plan for executive directors and the group's buyout policy. In this year's report, we have improved disclosure by including more details on how we determine executive pay, how compensation is linked to performance and the criteria used to select peers for benchmarking. We're also asking for approval of the maximum annual remuneration for all Board directors, which remains unchanged from last year, though the Board has the flexibility to set annual compensation below this limit. This adjustment reflects the greater time commitment required to Board of Directors compared to similar banks and aligns with the average salary increase for our employees in Spain. We're also presenting last year's annual directors' remuneration report for a consultative vote. This report provides a full breakdown of 2024 compensation for executive and nonexecutive directors, in line with the policy approved at last year's AGM. Looking forward to 2025, we believe that our governance processes and remuneration policies are best designed to continue to serve your interest as shareholders. Thank you for your continued support.
Ana Botín-Sanz De Sautuola y O'Shea
executiveThe Chair of the Nomination Committee now has the floor.
Belén Romana
executiveThe Chair of the Nomination Committee now has the floor. Ladies and gentlemen, shareholders, good morning. This year, I'm speaking to you as Chair of the Board Nomination Committee, a role that I took on a year ago to highlight some of the activities conducted by the committee in 2024. You may also see our activities report in the corporate governance chapter of the 2024 annual report published at the time we called this general meeting. I would like to first highlight the review of the Board and Board Committee's composition, which we conduct continuously to ensure that the combination of skills and experience remains optimal to contribute to the group's success. In 2024, we also proposed a number of committee changes and chairs rotation movements that show the strength of our corporate governance. For 2025, the committee drew up its proposal to reelect Luis Isasi, Hector Grisi, Glenn Hutchins, Pamela Walkden and Ana Botin, which is submitted to shareholder approval as Item 3 in this meeting agenda. We issued this proposal after assessing directors' performance and dedication, their contribution to the Board efficiency and effectiveness and the extent to which their reelection contributes to the Board's collective suitability legally required. The annual Board effectiveness review is also key to our continuous governance improvement. In 2024, we monitored the implementation of the action plan resulting from the 2023 Board review conducted with the assistance of an external expert. In 2024, the review was completed internally. We are satisfied with the results, which evidenced the effectiveness of the Board and its committees and our corporate governance system and the benefits of the Executive Chair model, which includes adequate checks and balances and a clear division of responsibilities with CEO. During the year, the committee also devoted time to assessing the group's senior executive succession and suitability. We are aware of the depth of talent within the group and remain committed to their development. At the same time, at the Nomination Committee, we also understand that we need to attract external talent to ensure that we have the best people to achieve our strategic goals. Finally, as informed by the Executive Chair at the beginning of this meeting, I would like to share with you the reasons why the Nomination Committee recommended to the Board to hold an entirely virtual AGM. During the year, the committee analyzed the evolution and market trends on shareholder meetings format, the practice that has become a general trend in important jurisdictions and the opinion on this topic expressed by our shareholders and main proxy advisers. Considering the foregoing, we check that the AGM platform developed by Banco Santander fully preserves shareholders' rights and grants all of them the same mechanisms to participate at the meeting regardless of their location and without the need to travel. This is why we recommended this meeting format in line with our ambition to be a technology-first company while it improves our cost efficiency and environmental impact. The committee will monitor your experience at this meeting to identify any improvement that might be adequate to implement going forward. Looking ahead, we will continue to work closely with the remaining Board committees to have the best team and sound governance across the group, key factors to business success. Thank you very much.
Ana Botín-Sanz De Sautuola y O'Shea
executiveAs a presentation of the Chairs of the committees have now been completed, I remind you that no further presentations may now be submitted. The Secretary now has the floor.
Jaime Renovales
executiveI inform you in relation to the share capital reduction approved under Item 5c of the Ordinary General Shareholders Meeting held on March 22, 2024, on December 17, 2024, and within the framework of the shareholder remuneration policy, the Board of Directors approved the implementation of the aforementioned capital reduction in the amount of 170,890,625 by means of the cancellation of the 341,781,50 owned shares acquired within the framework of the buyback program implemented between August 27, 2024 and December 3, 2024. This share capital reduction was authorized by the European Central Bank on August 22, 2024. Finally, I wish to inform you that under the current authorization granted by the shareholders at the Ordinary General Meeting held on March 31, 2023, under Item 5D, the following issues of contingently convertible preferred securities have been approved. Following the approval of the corresponding issue resolution by the Executive Committee of the bank on May 6, 2024, contingently convertible preferred securities in the amount of USD 1.5 billion were subscribed and paid up on May 20, 2024. Furthermore, following the approval of the corresponding issue resolution by the Executive Committee of the bank on July 15, 2024, contingently convertible preferred securities in the amount of USD 1.5 billion were subscribed and paid up on August 1, 2024. As discussed for this type of instrument, both issues exclude preemptive rights. The respective reports issued by the Executive Committee of the bank upon these issues were published on the corporate website May 7, 2024, and on July 29, 2024. And they have also been made available together with the other documentation regarding this general meeting on the aforementioned website since at least February 28, 2025.
Ana Botín-Sanz De Sautuola y O'Shea
executiveNow we will show some videos with the aim of giving those attending additional time to continue viewing, listening to or reading the presentations that have been made as well as so that I can properly prepare the summary of all of them and any required comments regarding the issues raised by the shareholders. I remind you that you have a list of the presentation submitted on the right on the screen organized according to the percentage shareholding of the participant. You can consult the details of each of them in the presentation sections of the General Shareholders' Meeting platform, which you can access by using the drop-down menu to the left of your screen. The videos that we are going to screen show real stories about how, thanks to our unique business model, which combines scale and diversification, our transformation plan and network effects. We are helping our customers to prosper. There are just a few examples, but they demonstrate the potential of our model. And I'm sure they will be of our interest that to you. [Presentation]
Jaime Renovales
executiveIt is hereby said that for the record total of 37 presentations have been received from attendees pursuant to the Section 182 of the Spanish Capital Corporation form 34 basis of the bylaws. If any of the request for information or clarification made by attendees could not be answered here, it will be answered in writing within 7 days by e-mail sent to the address indicated by the remote attendee in the registration process, unless any of the circumstances for denial set forth in the law, the bylaws or the rules and regulations for general shareholders' meeting is present. The aforementioned written responses will also be posted on the corporate website.
Ana Botín-Sanz De Sautuola y O'Shea
executiveI will now summarize and respond to the presentation submitted by the shareholders through the general shareholders' meeting platform. Firstly, I will answer questions on the share price posed by [indiscernible]. In terms of the expectations on the performance of the share, first of all, let me refer to the factors that have an impact on the share price and how we see it in the future. One of the most important factors in terms of the performance of the share in the past few months -- in the past few days, obviously, is -- it's quite different in the past few days. But basically, it's the fact that the market is starting to acknowledge the value of the franchise, the value of our earnings and how we are implementing our strategy. until 2 days ago, until March 31, we had a very good start of the year with a reappreciation of 20%. But more important, all this started 2 years ago with strength at the 2023 Investors Day. Since then, the share end the data are up till March 31 had gone up 90%. Total return for the shareholders since December 2023, and this also has an impact on the share price has been 71%. That is 5 percentage points better than the index for European banks and more than 34% better than the IBEX. Nevertheless, as I said in my speech, the best is yet to come. Our expectations for the future regarding the upside, implementing the strategy as we are doing so is very significant. And it is based as the CEO and myself explained what we call one transformation, which is a change in our operational business our operating model using different platforms where we've made lots of progress. And these expectations are not only ours. 90% of analysts recommend to buy or keep our shares. Therefore, we have to -- we want to do it better than the market. We should. In this case, we should be driven by the very good implementation of our strategy. The numbers speak for themselves, which is creating more value than our peers and with very good discipline in capital allocation, and the business will continue to grow. We added 8 million customers last year. We're growing customers again this quarter. Also our commitment with the sustainable development and well and value for our shareholders and the value of our diversification, especially at this time. The next subject, and there have been several interventions on this is in remuneration to shareholders. [indiscernible] amongst others. And the question is on our remuneration policy, and I will be referring to each one of these. In terms of remuneration to shareholders, and before I start, once again, I would like to thank all our shareholders. Most of them have congratulated us for the very good results. I would like to thank them on behalf of the whole Santander team. I'd like to thank our teams all over the world that work very hard every day. And I'd also like to thank the shareholders for trusting the bank. We will continue to drive the business forward in creating value every day. Therefore, remuneration to shareholders in 2024 has been a record one, taking into share buyback. And the cash dividend is EUR 0.10 per share and a buyback of EUR 5.2 billion and a complementary dividend that we're going to submit to your approval today of EUR 0.11 per share that will be paid out as of May 2025. And on February 6, we rolled out the second buyback for EUR 1.5 billion, which we think or estimate to complete before June of this year. On the 2025 remuneration policy and for the future dividends, dividend payouts, buyback programs, all these questions, have been asked, and we have still a long way to go. We are implementing our strategy. And we've already said that this year, we will continue to improve our profitability. And therefore, we expect to be able to increase remuneration to shareholders in the way I just described. In the past 4 years and taking into account that we will reach 15% of the total capital. And within this policy, this year, we announced a buyback of up to EUR 10 billion. This is more than -- we expect that to be that 50% of profit, and it will be charged to the 2025 and 2026 profits, paying out this excess capital beyond the 50% payout policy, subject, of course, to approvals from regulators. And with regards to buybacks because there was a question on this, we no longer establish a maximum price for buybacks. And this is because of several reasons. First of all, it is a proof of trust of the Board and what we're going to do. We will continue to increase profitability. We're still getting returns that are much higher than the cost of capital. And as we increase the return, we can buy at higher levels and still make it profitable. And in this section, I also responded to Mr. Gil's question. Sorry, I did not mention your name, sir. The third point on the payout of excess capital, [indiscernible] has asked this question. I think I already answered that. The following question is on the forecast for the global economy, what the prospects [indiscernible] asked about this subject. First of all, regarding the prospect of the world economy, undoubtedly, and this is something we're witnessing in the past few days, the geopolitical environment, which affects the economy and the situation of our clients is very volatile and very difficult to predict. Clearly, we need to manage more uncertainty. In this case, and I think this is very important, diversification, not only in terms of markets, but in types of business at Santander is a huge strength of the bank. It is a stabilizer in uncertain times. And this is not recent. If we go back to decades ago, it has been proving during the financial crisis, during COVID and during many other periods of uncertainty. So it's extremely important. It gives us the confidence that we will continue to do what we are promising to deliver. It is true that what is happening, it will affect the economy, will affect inflation and also our clients, individuals as well as companies. Today, we feel that the forecast that we gave will be fulfilled an increase in profitability in the first quarter has already been achieved, growing the number of customers. And we want to reach 13% capital this year. And there is something that also protects us right now, which is related to diversification. And that is that we have the ability without buying or selling anything to allocate capital where we see the expectations are better. This is something we've repeated often, and this is a huge strength we have. If we see that a country is going to grow less or its prospects are not very good, we can invest in other countries. And the same thing goes for the types of businesses. And this is unique to Santander and very interesting. Thirdly, and going back to specific markets, and there have been questions on the impact in Mexico and the impact of tariffs. In terms of markets, I said this a few days ago in Brussels. What is happening is going to affect the U.S. more than Europe in the short term. Growth in Europe will be less -- it was always expected to be less than growth in the U.S., but the impact is going to be greater there than here. The U.S. is a great market, although it slows down now, their expectations for the future are still very good. And Germany represents 1/3 of the European economy, and it has decided that it's going to spend more. It's going to invest more and they can afford it. And European banks, we find ourselves in a unique situation to face this challenge from the private sector and channel the deposits of our customers, the savings of our customers that we have to productive investments. This is a unique combination and the European Union, the Commission, the Parliament, the European Council have decided to use this capability that banks have. And finally, Latin America Mexico is one of the least effective countries. In fact, nothing has changed. It was just the way it was with the last treaty that was signed, the North American treaty. Brazil is also less affected than other countries by this. And therefore, relative to others, we are better positioned. And finally, of course, what we've been able to do in the past few years and for many years proves that we can continue to do it increasingly better in an environment which is certainly complex. The next question is the impact on the new interest rate environment from [indiscernible] Investment and the impact of the new interest rate environment from [indiscernible]. Once again, our growth and increases in profitability not only depend on interest rates. To a large extent, they depend on ourselves are under our control because the idea is to implement one transformation that we already mentioned, the CEO and myself. This is a project that will allow us to grow the number of customers without growing our cost. In fact, this year, we hope to lower cost in euros. And therefore, this is a very important part of the improvements that we can make in the future. In terms of interest rates, obviously, they do affect us, but our diversification in geographies and businesses means that in an environment where interest rates fall less, we have businesses that do better than expected. For example, retail business, if interest rates fall more, the consumer lending business will be -- will profit. But as a policy, we have reduced our exposure to interest rate risk in Europe as well as in Brazil, which are the countries where we have a greater exposure to interest rate movements. The following question is from [indiscernible] and it refers to the group's strategy to the diversification of the global businesses and the group's strategy to meet our targets. Once again, these questions are related to our strategy. The group's strategy is based, as we mentioned earlier, on being an open financial services platform. That for us means being a digital bank with branches. In other words, investing a lot on digital tools that our customers are asking for, but to continue to pay personalized attention to our customers with our managers in our branches. This is key to our strategy. We will continue to develop this strategy, leveraging on our strengths, which is a global scale combined with a local scale, diversification and focusing on the customer. We always say that Santander is a global bank 130 million customers, most of them fall into these divisions, local and global. And we think we have a long way to go to continue to improve with this strategy. And the next question is on M&A from [indiscernible] Investment, who asked about M&A. I think he asked about U.K. more specifically. Once again, we can still grow a great deal organically without having to buy anything. And we've said this already. Our business in the U.K. is not on sale. Having said that, Obviously, and this is something we've always done. We will be assessing inorganic opportunities if certain conditions are met. But at this time, we are focused on organic growth. And in any case, Santander U.K., as I said, is not on sale. And by the way, it does contribute a great deal to the group's diversification that I just referred to. It's a low-risk business with mortgages where we have years of experience managing and it's very valuable in the current environment. And increasingly more our business in the U.K. is performing better. great improvements have been made. And we believe that we can continue to improve our business in the U.K. but organically. The following question is also related to the U.K. from [indiscernible] Investment and A, increase in provisions. The car financing sector in the U.K. has been resued. The regulator, in fact, yesterday made a statement, a very positive statement, in my opinion, for the industry. In any case, it was the appeal court of the U.K. that determined in October 2024 on a case that Santander is not part of that the car dealers, some of them received fees from a finance company. And if this happens, the customer must give his consent. This was a decision that not only surprised the market, but also the regulators and the FCA, the U.K. regulator said that this case that it is not an example of the behavior of the industry. we made a provision of GBP 295 million in the audited results of '24. That includes legal and operational expenses in different scenarios, including the result of the appeal. We have no reason for the time being to change that amount, but it is a pending matter and the amount might change. In terms of the following question, which is on the strategy in the U.S. from Andrea from UK Investment. Our strategy in the U.S. is giving us very good results. It is a strategic market for us with huge potential for growth. It is the largest and most important market in the world. The risk return in the financial business is very attractive. And our strategy is focused on the businesses where we have added value, either because we have a global scale or because we can leverage our U.S. teams on our markets outside of the U.S. More specifically, the biggest market is the auto loan business. We are the #5 car lending company in the U.S. The financing part of this business, we do through our network of branches. And now through open bank, this will lower the cost of financing and will allow us to grow more. And therefore, we have given very clear indications to the market that this year -- and even with what is happening, we are going to significantly increase our earnings in '25 compared to '24. Moreover, there is another very important business, which is the corporate banking business. There, we have specialized teams who are adding a great deal of value and increasing fees, the growth of fees year-on-year '24 compared to '25 was 83% in the CIB business in the U.S. But more important, they're adding value to the teams we have in Brazil, in Mexico, in Spain and in Europe. Open Bank, I already gave you the data. It's doing much better than we expected. We have more than almost 100,000 clients in 3 months and with $500 million. in deposits. Once again, it is very profitable, profitable from day 1. The next question is on the bank levy. On the bank levy, we've already mentioned this or answered this question many times. We don't think it's a fair tax. If taxes have to be raised there should be for everyone, not only for banks. It is discriminatory because we are the pipeline of the economy, and it has an impact beyond the impact it has on banks. It has an impact on consumers, on companies. This is a mathematical formula that tells us this. And we pay lots of taxes not only in Spain, everywhere, but particularly in Spain, 30% corporate tax, which compares to 25% for the industry. And in the sector where we are -- where we need to grow more, not only in Spain, but in Europe as a whole. This is something that affects growth in a disproportionate manner, as I said, because banks are the ones that are financing the economy. And the Central Bank, the ECB as well as the monetary fund and other experts have coincided in the discriminatory nature of this bank living. We are not the only ones, therefore, who have this opinion. And the best way to collect more taxes is to drive forward growth and let more companies exist companies that pay taxes. And finally, and I always say this in my social media, profit before taxes of the Santander Group at a global level, 1/3 is to pay taxes, 1/3 is for shareholders and 1/3 is for growth and to finance the economy. I was also asked about changes in our headquarters. I'm very pleased to have our headquarters in Cantabria. Cantabria is where the bank was born. We are investing in the new headquarters, a new headquarter on our new institutional headquarters. It's going to be called Faro Santander. It will be opened next year, and it will help putting Santander in the map of the world. And there is no plan to change our headquarters, its location. The following questions are thank you for collaborations for [indiscernible] the Federation of Catholic Schools of the Valencian community, [indiscernible] who is [indiscernible] mother. And those of you who have intervened, thank you so much for your gratitude. We always try to support the communities where we operate. As we always like to say, when we are doing well, we need to share that with the community. That's good for the community, for the shareholders and for the business, too. doing things in a responsible way has always been our way of operating and will continue to be so. Although our focus is on higher education, entrepreneurship and employability, as I said in my remarks, we always try to be close to people, companies with which we operate. And therefore, we already mentioned what we did this year in Valencia. Of course, we focused our efforts there this year because of the terrible disaster, disaster for people and companies. We are still collaborating with them. And one of the things we did for Valencia is this effort we made with helping to rebuild a few schools. [indiscernible] is a girl from Santander. I don't know how we learned about her, I think, in the -- from our team or social media. This is a collaboration with [indiscernible] Santander. [indiscernible] is the daughter of the lady who sent me her remarks. She says your work inspires all of us, and thank you so much. The next question refers to commercial management, [indiscernible] Impairment of the conditions, lack of personnel -- on the commercial pressure -- well, let me thank the whole team, our commercial team and the whole team of Santander really for their excellent work every day and what you do for our customers. This is key for our results, the collective effort of many people, not only in the ability, and this is something that the team wants today. They want to know what is happening so that we can develop action plans to improve even further. We're always going to prioritize a respectful working environment following our values. And we also have the open channel and other channels through people and culture, human resources to communicate conducts that are not aligned with our values. Now there's a question on lack of personnel in some of our branches. We are working on that. The size depends on the volume of work they have, but also on the preferences of customers because many of them prefer to deal with us over digital channels, but we always try to offer the best service when and wherever they -- our customers need it. With regards to the turnover of our staff, it was 1.6% in 2024 -- sorry, 1.06%, practically the same as in 2023, 1.03%. Now if we focus on the employees of the bank after 2 years of being employed, it was 72%, that's 0.33%. So it's very low. churn. And we are always making sure that we strike a balance between the bank -- the bank has to organize the work because we work for our customers and having a team that can fulfill their personal needs when needed. That is something that we continue to do work family balance. And we have invested in that and also in having a healthy environment to work in, we are implementing measures continuously of processes that can improve this. In Spain, there is a program that is called Santander Contigo, Santander with you. And finally, we've implemented the guidelines that have been approved on digital rights where all employees are informed of their rights for rest and digital disconnection outside of the working hours. As I said recently, after 7:00 in the afternoon, I prefer not to respond to any e-mail. Sometimes it's very difficult because there are always emergencies. And I need to respond, but I try to lead with example. And the next subject of the questions is sustainability. And Mr. [indiscernible] asked questions on this subject and also Okay. This is very long. Let me try to summarize it. They asked, first of all, about our sustainability strategy. As I said, the best sustainability strategy is to do our job properly every day, help more people and businesses prosper. And as the shareholders will have seen, last year, we increased the number of customers by 8 million. And we -- this is based on doing things for all our stakeholders in a simple, personal and fair manner. Beyond that, our sustainability strategy is based on 5 pillars. First of all, the development of our professionals, our team with an inclusive culture, acquired skills and fair working conditions. Number two, to turn into the partner of trust of our shareholders and employees offering products and services adapted to their needs. Thirdly, to act in a responsible manner. And this has to do with culture, but also with governance and processes and conduct. Number four, to support our customers to fulfill their goals in terms of progress and do it also in their goals to transition to a low-carbon society. At the same time that we manage the risk that stem from this society. And we focus especially on education, employability and entrepreneurship. It is a strategy that has a tangible impact on people and on the economy. I'm not going to repeat the figures that I gave earlier, EUR 350 million to help 3.7 million people to buy a home, et cetera. It's more important than ever, and we think this is part of our responsibility to try to grow with the economy to support the growth of the economy and very important also, and I also mentioned it, we contribute with social services, which we appreciate very much in Europe with taxes, almost EUR 11 billion, EUR 10.9 billion to be exact in taxes in the markets where we operate. Progress in fulfilling sustainability goals. We are supporting the transition to a green economy. We already gave some data. You can find them on my speech, EUR 139 million in green financing since 2019, reaching the target 8 months earlier than expected. We managed EUR 8 billion in socially responsible investments, and we are well ahead even also in financial inclusion where we increased our target EUR 10 billion a few years ago, and we set ourselves another target to help 5 million worth 4.5 million already people that we have helped education, employability. And there is a question on the financing of the defense industry, the defense sector. In terms of defense, we are in a completely different situation than we were a few years ago. Our situation as a bank and as Europeans is to ensure that contribute to Europe being able to defend itself. And we will be supporting the EU. We have reviewed the policies. We will review them again to defend freedom and values in which we believe. And we are ready to play this role. We have a defense policy that is being adapted in a dynamic way. We, of course, comply with nonproliferation agreements with international agreements and our own policy. In terms of clients, some of you have asked for a specific client. We've said often in the past that for confidentiality reasons, we cannot mention any specific client. But we can say that we have no defense operations with Israel. In terms of hunting, we were asked about the synergetic business. And so these are very residual. And I wanted to repeat that, as I said, we have had a commitment for many years with the environment and nature, including fauna and flora. The following question is supporting the transition to a green economy. Andreas Thomae, Mr. Beltran Juan Prieto for -- from Corporate Proxy Advisors have asked about this. The bank's initiative to support green transition and questions related to the same subject on -- I think, we already answered this question. I answered this in my speech. Just to say that we continue to work toward zero-net emissions for 2050, the Paris Accord. But to say it very clearly, these target depend on our millions of clients in countries like Brazil and Mexico can go through this transition as well. And the question we are asking is who pays for that transition, who's going to finance that because this is something that does not only depend on banks. It depends on governments and the ability of our customers to have a green home when in countries such as Mexico, Brazil, but also in Spain, access to housing is not easy. And we are supporting our clients in their transition. We are issuing or granting green mortgages. We're growing in this type of product, and we'll continue to do so. In terms of change in our sustainability strategy in the U.S., I repeat that we will work towards the zero emissions goal, but it is also important to mention that we need to adapt, and we will adapt to local demands and requirements and, of course, those of our clients. And to repeat what I just said, a bank cannot be the climate police, as we have said often, we need to work together with governments, and we are doing so and together with our clients, too. The next question is on the financing of companies from the oil and gas sector, financing of the bank to the oil and gas sector companies. I think this -- I already mentioned, first of all, transition must be fair, must be safe. We must be able to defend ourselves in the situation we're in that defense requires energy. Energy has the sources it has today, and therefore, we need to make sure that we are compliant with all these objectives. And we wanted to be a fair transition in all the environments for all sectors to decarbonize. And we're working to achieve that, not only in Europe but in all the countries where we operate. For the oil and gas sector, we set an alignment target and we are fulfilling that target. These policies are dynamic, so they will be reviewed and adapted as conditions change. We're always guided by this policy. There is an environmental, social and climate change risk policy. And the important thing is not to exclude clients for the industry they belong to. We need to look at their transition plans first. And therefore, once again, we're very proud to be one of the main financiers of the world in clean energies. The next question, remuneration to the Board and top management from Juan Prieto. On remuneration to executive shareholders, to directors -- executive directors, it is in line with market practices. We need to retain the talent we need. We do an annual comparison with our peers. Our remuneration policy is subject to demanding and robust governance. We already heard from the Chair of the -- Remuneration Committee Chair. But apart from getting 50% of their variable remuneration in shares, this variable remuneration in the case of executive directors will go from 50% to 60% this year. And it's subject to long-term metrics, including the TSR, RT and sustainability. In terms of the fees of the directors, these are per diem to attend the Board meetings, EUR 4.5 million, 11% less than the top EUR 6 million agreed to, also in line with comparable banks. And in terms of remuneration for top management, it continues to fall. It fell 39%, 39% the cost of the top management since 2014. Whereas the profits are multiplied by 6, and remuneration to shareholders grows, too. I think that speaks for itself. The following question was our remuneration on deposits and financial products from ICAI. This remuneration is in line with market practice and with the policy of the ECB. On financial products, the bank has always respected and fulfilled the banking transparency rules. The rulings of the court on revolving does not concern this case. The floor clauses only affected Santander since our acquisition of Popular, and we have a mechanism to resolve these issues. In any case, we think that these clauses are legal and they were solved with transparency. The bank got ahead of things and took on the costs. And the next question is on cybersecurity strategy of the group from Andreas Thomae from Deka Investments. Digital secure, which includes technology, data information and behavior is a great global challenge. It is a priority for Santander. Every year, we invest about EUR 330 million and improving our systems. And we also dedicate resources to improve processes and help clients to prevent fraud. And we are using new tools to continue to improve. We have also preventive education initiatives, and we carry out many awareness campaigns in digital channels globally that help our clients and society to keep safe online. By the way, we insist that any suspicion that our clients might have of any call or communication. If it is suspicious to you, please report it to the bank immediately and follow the security recommendations, especially nonphysical interactions by paying attention to signals that might seem suspicious or strange. Don't give your codes to third parties. And above all, we are at the service of all our clients to help to clarify facts when a fraud case takes place. It is very important for our clients to update their data with their e-mail address and telephone number and go regularly to the bank's web to minimize the risk of fraud. There's a question on succession planning from Andreas Thomae in Deka. Succession plans, we have sound succession plans. This is something that we do every year, review these plans. We have policies that comply with all regulations and aligned with best practices in the sector. And I think that's the answer to that question. And then Juan Carlos Gonzalez and Andrea Thomae from Deka Investment on artificial intelligence, the use of the bank of AI impact on the bank's activity, future plans, strategy in terms of AI? Well, I think I mentioned this in detail in my speech. But we do believe in AI. We're investing in it. It is a key pillar to be more effective and to add more value for the customer but also to be more efficient and productive, and it is transforming the way the bank operates. We just hired someone who will be responsible for data and AI very recently. And these capabilities we're using in our businesses with a global framework of action to guarantee that we will do this properly, as I mentioned in my speech. It's focused on making the business grow, lowering risks and automating processes. And it is allowing us to be much more efficient. I've already given a few examples. We have more than 6,000 AI developers, and this is helping to improve our productivity. The following question refers to the Popular Bank, Margarita Cobo Fernandez. Once again, I'm very sorry for the losses of the bondholders of the Popular Bank. But let me remind you of three things. First of all, that Santander has no responsibility in this matter. The decision of amortizing the shares and debt was taken by European authorities. The European Resolution Board was the one who decided on this when Popular Bank had decided that the institution was unviable. Santander made an offer and it was granted the bank. As I just said, it was Popular's Board of Directors that decided that the bank was not viable any longer and could not face their commitments, and they reported that to the European Central Bank. We injected EUR 13 billion on the following day, the same day of the acquisition. And then we did a capital increase of EUR 7.72 billion to restructure the bank and guarantee that the bank could continue to be operational. These arguments have been taken on by the European authorities that have decided that the former shareholders cannot sue Santander for their losses. And this decision and this deal was good for the clients and employees of Popular. It was good for financial stability and had no cost to the taxpayer. The bank issued a bond issuance to help Popular customers. And after 7 years, it has amortized the bond and clients have recovered 100% of their original investment. Angel Arias Hernandez who is the dean of the Carlos III University asks about attracting technological talent. Well, this is a priority for all of us at this time. We've been working years on this. But the way to do this is, as always, make it an attractive project. And we have a great project in our industry, very unique. Number two, having a state-of-the-art technological environment. This does attract young talent and combining both things. In other words, being in a modern environment where you can develop as a professional but have a customer base of 173 million. That's also very attractive for tech talent. And number three, culture, a culture that allows people to innovate, to get it wrong once in a while, that's very important. Otherwise, these young people won't want to join us. And, of course, competitive conditions and flexibility. And this is how we attract the best talent. And finally, when I say young people, not so young, too, because it's very important to have managerial talent that is senior, and we have hired senior talent. I just referred to the data person but also the new leader for consumer lending. So we want also to attract young people, but in all the markets where we operate, but also senior people if it is what we need. And then another question on entrepreneurs and start-ups. On entrepreneurs and strategy, I'd like to thank you for your intervention. It is clear to us that we need to continue to support not only large companies but also small and medium-sized companies. The economy is changing in a disruptive manner, and we must understand the new economy, new projects to be there and support our clients. And that is something that we're more and more focused on. We just launched -- or we're working on the SME and entrepreneur part. We have a new global person responsible for that. We have the Work Cafe format, and that will help us to bring together the digital and the physical sides. And I encourage those of you who are listening to us to visit our Work Cafes. It is a center for entrepreneurs. It goes beyond a traditional branch. And we have funds dedicated for that, the Smart and the Tresmares Fund. We've supported hundreds of companies literally with billions, EUR 1 billion and EUR 1.4 billion, respectively, in these funds. But we are committed. We will continue to invest in this to understand entrepreneurs better. And thank you for your kind words that I will convey to the team. I give the floor to the secretary.
Jaime Renovales
executiveI will now respond to some questions that other shareholders asks. There were questions related to the virtual meetings and the voting. When it comes to the virtual meeting, this is something that the law envisions as well as the bank's bylaws. And it was backed by all of our shareholders, and it is aligned with the digitalization of Banco Santander. And it ensures that our shareholders are treated the same way without making distinctions between them doing it physically or digitally as they are done in a hybrid meeting and it is being done through a platform that's been used for the last 2 decades. And this has been very effective. And actually, the quorum has -- for this meeting has been one of the highest in our history. This platform has been technologically proven, and all processes and the Board are subject to an external audit to ensure that everything responds to rules, where the security and the integrity are certified of everything that is added for their participation in this meeting. Beyond this, the virtual meeting is aligned to our current paradigm, and it's more sustainable and it's an international trend that's already become a reasonable fact of life in other countries, such as the U.S. and Canada. It minimizes our environmental impact, and it takes advantage of the bank's resources as best as possible. Beyond this, all attendees have been able to see the presentations that have been uploaded by all people who wanted to participate. And we've given additional time throughout which we've projected videos so that other shareholders could vision -- see what other attendees have sent. As for delegate -- as for proxy voting, both proxy participation, response to legal provisions and are aligned with listed companies' provisions as the labor law and the Audiencia Provincial de Madrid have determined. And since this is a closing rule, what we have without the Chairperson asking for any proxy or obligations, this is a system that is mostly implemented by companies and is aligned with the guidelines. Another closing rule, which is the indication of who will be seen in the case that they're not added. This is part of our capital company laws. In any case, the proxy has to respond to what the shareholder has stated. And it comes to the material means of the bank for the shareholders' meeting. This is what adds -- this is what enables the proper enactment of this meeting and allows people to play a role. And all shareholders can ask for proxy. These are questions that Mr. [indiscernible] and Mr. [indiscernible] and Mr. Duarte have asked for. They mentioned other matters specifically related to Banco Popular, which has been completely answered by the Chairwoman, when she was referring to Ms. Cobo and also asked a question about our share value and the market actually acknowledges the bank's value. And when we discuss this, this will show the bank's value. And I will now answer other questions asked by Mr. Martin Duarte. First, I would like to say that as we've seen in other point, there are unfounded matters. What Mr. Martin Duarte has mentioned have been disregarded by Audiencia Provincial de Madrid. So all this information are being -- are baseless and are not related to reality. And when it comes to regular bank accounts, these are matters that are not related to reality and which are not germane to the matters being tackled, and the bank responds to anti-money laundering matters. And he mentioned different matters to director that are not related to what he said. When it comes to the Chairwoman's and the President's qualifications, her CV and her training is direct when it comes to the Board remuneration, as we mentioned, are below other -- our other American peers and in line with global international peers, so they're properly managed. And this is reflected in what we have been doing with the bank's results. These are situations that are better for our shareholders and is related to the remuneration policies that are being presented to this meeting for their approval. And Mr. Duarte, I would like to remind you that it is the courts themselves before which you've made these allegations for the criminal proceedings regarding the alleged commission of an ongoing criminal offense of libel, slander, and defamation. And having closed the interventions, we received a message for the notary, a mentioned from Saturnino Marcos related to our current shareholder remuneration, which we believe that Chairwoman has already replied to. And Mr. Martin Duarte and Ms. [indiscernible] have addressed the notary after the appropriate time, but they will be responding to.
Ana Botín-Sanz De Sautuola y O'Shea
executiveAnd now we are going to hear the Secretary and see what the proposals are that we submit to your vote. Regarding the items not included in the agenda that have presented by the attendees, the Secretary will read them so that pursuant to rules established in the announcement of the call to meeting, the attendees can cast their vote on several proposals beginning at the time of said reading and until Secretary has finished reading and summarizes the proposed resolutions on the items on the agenda. I give the floor to the Secretary.
Jaime Renovales
executiveIn relation to proposed resolutions and items not including the agenda that have been made by the attendees, Mr. Martin Duarte, for commencement of the revenues, liability action against the entire Board, the removal of each and every one of the current directors. Included items on the agenda is the proposal for commencement of derivative liability against all current directors. Under items 10 through 24 of the agenda are the proposals for the removal of each and every one of the current directors, Specifically, the proposals for removal refer to the following directors. Number 10, Ms. Ana de Sautuola y O'Shea; 11, Mr. Hector Grisi Checa; 12, Mr. Glenn Hogan Hutchins; 13, Mr. Jose Antonio Alvarez; 14, Ms. Homaira Akbari; 15, Mr. Carlos Barrabes Consul; 16, Mr. Javier Botín-Sanz de Sautuola O'Shea; 17, Ms. Sol Daurella Comadrán; 18, Mr. Henrique de Castro; and 19, Mr. German de la Fuente Escamilla; 20, Ms. Gina Diez Barroso; 21, Mr. Luis Isasi Fernández de Bobadilla; 22 Ms. Belén Romana García; 23, Ms. Pamela Ann Walkden; and 24, Mr. Antonio Francesco Weiss. The shareholder has also submitted proposal for the -- if this will be voted when related to points 10 to 24, which I have just referred to. In relation to proposal side of the agenda, I remind the attendees that they can vote through the General Shareholders' Meeting platform in favor, against and blank or abstain. And if they do not take any action, it shall be deemed that they vote against the proposal submitted to a vote on each case. Furthermore, shares with respect to which no voting rights can be exercised due to conflict of interest by application of provision Section 5.26 of Spanish Capital Corporation Law, shall not be deemed shares represented for purposes of voting on these proposals. This is expressly stated for the record that said circumstance will not occur in those instances in which the proxy holder has precise instructions pursuant to the proxy card received or in the absence thereof, the general secretary of the company is to cast the vote corresponding to said shares in his capacity as designated proxy representative for cases of conflict of interest in the absence of precise instructions in this case said shares shall be including the calculation. The share corresponding to those shareholders who participate in this meeting due to having cast a prior distance, vote shall not be considered present in person or represented by proxy for purposes of voting on these proposals as they could not exercise their voting rights in relation to items not on the agenda like those now before us. In relation to the proposals and items of the agenda, I inform the attendees that the full text of resolutions proposed by the Board of Directors is in possession of the notary and has been made available to the shareholders via the bank's corporate website as from the date of the call to this general meeting. So I will summarize the proposal formulated by the Board of Directors in relation to items 1 through 8 on the agenda for the General Meeting. I also remind the attendees that the process for casting votes will be close when I have finished reading the summaries of the proposed resolutions on the items of the agenda that I will now begin. Items 1, A, B and C, the annual accounts and the directors' reports of the bank and its group for financial year 2024 are submitted for approval under Item 1A. The consolidated nonfinancial information statement for the financial year 2024 is submitted to a vote under Item 1B. Corporate management during financial year 2024 is submitted to a vote under Item 1C. Item 2, the following proposed applications of results obtained by the company in the financial year 2024 is submitted to the shareholders under Item 2. EUR 3,180,964,605.45 to dividends in the following way: EUR 1,532,187,357.20 to the payment of dividend already paid prior to the date of this meeting, and EUR 1,648,777,248.25 to the payment in cash for a fixed final dividend of EUR 0.11 gross per eligible share to be paid in cash as from May 2, 2025. The total amount has been estimated assuming that, as a result of the partial implementation of the buyback program announced on February 5, 2025, EUR 14,988,884,075 of the bank's outstanding shares will be entitled to receive the dividend. The remainder of the result, i.e., EUR 6,920,425,150.41 shall be used to increase the voluntary reserve. This amount being automatically increased or decreased by the same amount by which the final dividend just mentioned is lower or higher than the amount mentioned before. Item 3, submitted to shareholders under Item 3. Under Item 3A, to set the number of directors at 15, with the maximum and minimum provided for in the bylaws. And under Item 3B, the reelection of Mr. Luis Isasi, with the classification of external director. Under Item 3C, the reelection of Mr. Hector Grisi, with the classification of executive director. Under Item 3D, the reelection Mr. Glenn Hutchins, with the classification of an independent director. Under Item 3E, the reelection of Ms. Pamela Walkden, with the classification of independent director. Under Item 3F, the reelection of Ms. Ana Botín, with the classification of executive director. Item 4, it is proposed to reelect PricewaterhouseCoopers Auditores, S.L., as external statutory auditor for financial year 2025. Item 5, it is proposed to appoint PricewaterhouseCoopers Auditores, S.L., as a sustainability reporting assurance provider for financial year 2025. And this appointment is subject to its being necessary or possible in accordance with the Spanish law transposing Directive (EU) 2022/2464 of December 14, 2022, into the Spanish legal system. Item 6. Under Item 6A and 6B, within the framework of the shareholder remuneration policy, it is proposed to reduce the share capital in the maximum amount of EUR 706,871,648, by canceling the maximum of 1,413,743,296 own shares acquired through the buyback program approved by the Board of Directors at its meeting of February 4, 2024 -- February 4, 2025, to reduce share capital in the maximum of EUR 757,624,616 through the cancellation of 1,515,249,232 own shares of the company acquired through one or more buyback shares programs or by other means legally permitted where ordinary buybacks corresponding to the shareholder remuneration policy or additional buybacks such as those made to restrict capital surpluses CET1 pursuant to the announcement of -- on February 5, 2025, subject to corporate and regulatory approvals and delegating to the Board the power to prove the reduction and to set all other terms not specified in the resolution. Item 7, under Item 7A, it is proposed to approve the director remuneration policy for financial years 2025, 2026 and 2027. And under Item 7B, it is proposed to approve the maximum amount of the annual fixed remuneration to be paid to all the directors in their capacity as such at a maximum of EUR 6 million. Under Item 7C, in compliance with the requirement imposed by law 1024, the approval of shareholders and the General Meeting is requested for the percentage that the variable components of total remuneration of certain categories of employees represented of the fixed components to exceed 100% with a limit of 200%. The resolution affects the executive directors and those categories of employees whose professional activities significantly impact the risk profile of the entity or its group up to a maximum of 949 people with the breakdown appearing in the proposed resolution. Under Item 7D, it is proposed to approve the potential delivery of shares or rights thereto or remuneration linked to the price of the shares to the executive directors in application of the tenth cycle of the Deferred Multiyear Objectives Variable Remuneration Plan and implementation of the provisions of the remuneration policy. Under item 7E, it is proposed to authorize the potential delivery of shares or rights thereon or remuneration linked to the value of the share to potential new executive directors on the implementation of the group's buyout policy. Under Item 7F, the annual director of remuneration report approved by the Board of Directors following a proposal of the remuneration committee is submitted to a vote on a consultative basis. Item 8. Under Item 8, it is proposed to authorize the Board to interpret remedy, supplement, implement and develop the resolutions approved by the shareholders at the meeting and authorize certain person to convert the corporate resolutions into public instruments and to deposit the annual accounts and other recommendation with the commercial registry.
Ana Botín-Sanz De Sautuola y O'Shea
executiveThank you very much, Mr. Secretary, the reading of the summaries of proposed resolutions on items on the agenda having been finished. And pursuant to the rules of operation of the meeting, I declare completed the vote casting process for the remote attendees who have been able to cast their vote since the declaration of a valid quorum for the meeting. As to the votes cast under the items on the agenda, I hereby inform you that pursuant to the information received by the presiding committee, all proposals have been approved. As the minutes of the meeting have been prepared by a notary, the submission of the approval thereof to a vote of the shareholders is not required, the notary shall take the steps required by law in these cases. The agreements proposed by [ Mr. Duarte ], have been rejected because they have not reached the number of votes favorable. Since the minutes is notarial, we don't need to submit it to the approval of the shareholders. The notary shall take those steps required by law in these cases. Ladies and gentlemen, shareholders. This concludes the proceedings of this general meeting. Thank you once again for attending, and we say goodbye until the next occasion. Thank you.
This call discussed
For developers and AI pipelines
Programmatic access to Banco Santander, S.A. earnings transcripts and 32,000+ others is available through the
EarningsCalls.dev REST API. Plans from $24.99/month — full transcripts, speaker segments,
full-text search, and the recently-added /api/v1/transcripts/recent polling endpoint for ETL pipelines.