Current Report no. 5 (2023)
Detailed information on the buy-back of shares in 2023 in execution of Incentive Plan VII.
The Management Board of Santander Bank Polska S.A. (Bank) in execution of Incentive Plan VII, the rules for which were defined in Annual General Meeting's resolution no. 30 of 27 April 2022 with regard to Incentive Plan VII and conditions of its execution, and in Extraordinary General Meeting resolution no. 3 of 12 January 2023 re authorising the Management Board to purchase (buy-back) own shares in order to execute Incentive Plan VII and to create a capital reserve for that purpose as well as in relation to amended Annual General Meeting resolution no. 30 of 27 April 2022 with regard to Incentive Plan VII and conditions of its execution (Resolution no. 3) and Rules for Incentive Plan VII, on 23 February 2023 the Bank Management Board adopted resolution re commencement and definition of rules for buying back the Bank's shares as part of Incentive Plan VII in order to pay out awards for 2022 (Management Board resolution and Buy-back 2022).
The purchase of shares as part of Buy-back 2022 will be made on the terms and conditions laid down in Article 5 of Commission Delegated Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation) and Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 supplementing Market Abuse Regulation with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures (Standard).
The Plan aims at buying back the Bank's own shares in execution of commitments arising from allotting the Bank's shares to SBP Group employees who are participants in Incentive Plan VII, i.e. payment of awards for 2022 to these participants.
The maximum amount allocated to Buy-back 2022 is PLN 55,300,000.
As part of Buy-back 2022 the Bank can purchase not more than 207,000 of its shares which represent not more 0.2% of the Bank's share capital. The Bank received the KNF's approval for buy-back of 2,331,000 of Own Shares shares from 1 January 2023 until 31 December 2033 in order to execute Incentive Plan VII.
Buy-back 2022 will be carried out in the following periods:
- 24 February 2023 - 24 March 2023, and
- 25 April 2023 - 25 June 2023
with a proviso that the Management Board may withdraw from Buy-back 2022 and in the case of earlier purchase of the maximum number of shares or exhausting the maximum amount allocated for the Buy-back (i.e. PLN 55,300,000), Buy-back 2022 will be closed early.
As part of Buy-back 2022, the Bank's shares will be purchased on the regulated market of the Warsaw Stock Exchange via the agency of Santander Brokerage Poland.
The share price of Own Shares purchased as part of Buy-back 2022 cannot be lower than PLN 50 and higher than PLN 500, provided that the share price of the purchased Own Shares will be specified as per Article 5 of the MAR and the Standard.
The Bank may purchase not more than 25% of average daily share volume traded in the period of 20 session days preceding the purchase day.
The funds for purchasing shares will come from the capital reserve created pursuant to Resolution no. 3.
Incentive Plan VII assumes that each year it will be executed in tranches corresponding to the number of shares granted in a given period to employees of the Bank or SBP Group or members of the Bank's Management Board.
The Management Board of the Bank will publish information on share purchase transactions in line with the applicable law.
Legal basis:
Article 2 (1) of Commission Delegated Regulation (EU) 2016/1052 of 8 March 2a016 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures and in relation to Article 5 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.
15:40, 23 Feb 2023