DIVIDENDS

All the ordinary pay outs of dividends that may be offered will have to be previously approved by the General Meeting of Shareholders, following the proposal made by the Board of Directors, once the results for the corresponding year have been approved.

Dividend to be distributed approved by the Annual General Meeting of Shareholders 2023

For the year ended on 31 December 2022, the Annual General Meeting of Shareholders held on 30 March 2023 on first call, following the proposal made by the Board of Directors, approved the distribution of a dividend for a total amount of €128.6 million, which would be equivalent to €0.048 per ordinary share and would involve a pay-out ratio of 49.51% of the group’s net profit. Earnings per share would amount to €0.095^(*).

Previous years ^(**)

For the years ended on 31 December 2021, 2020, 2018, 2017, 2016, 2015 and 2014, dividends were paid for an amount of €67.3 million, €16.9 million, €61 million, €34.6 million, €17 million, €19 million and €25 million respectively, equivalent to €0.025, €0.011, €0.038, €0.021, €0.018, €0.022 and €0.028 per ordinary share respectively, and involving a pay-out ratio of 48.94% (***), 21.7%, 40%, 25.07%, 12.6%, 10.3% and 5.6% respectively. The earnings per share stood at €0.544, €0.045, €0.095, €0.113, €0.154, €0.202 and €0.532 for the years ended on 31 December 2021, 2020, 2018, 2017, 2016, 2015 and 2014 respectively.

Dividends paid out in previous years

Limits on dividends and other pay-outs

Although the Board of Directors has not set any internal restriction regarding the proposal of dividends, the Company’s capacity to distribute dividends is restricted by the national and international applicable regulations.

Our capacity to pay out dividends or to carry out share buy-backs shall depend on the availability of the distributable reserves, what depends in turn on our results and on other factors such as our profitability and the own funds that the Company may generate.

Additional information on dividends

Dividends shall be paid in euros. In accordance with the Law on Corporate Enterprises (Ley de Sociedades), dividends will be declared and paid out pro-rata according to the number of ordinary shares held by each shareholder of the Company. The declared dividends but not yet accrued shall not produce interest.

In accordance with the current tax regulations, paid dividends shall be subject to the tax withholding applicable in Spain.

(*) Earnings per share have been determined by dividing net profit for the year attributable to the Bank by the weighted average number of outstanding shares during the year, excluding the average number of treasury shares held during the year.
(**) For the year ended on 31 December 2019, it has to be noted that on 27 March 2020, the European Central Bank (ECB), in the context of the crisis caused by the COVID-19, issued a recommendation to all the supervised financial institutions on the restriction, at least until 1 October 2020, on the payment of dividends and share buy-backs, in order to reinforce the solvency of banks and to promote their role as key players in the recovery of the economy, facilitating lending, in coordination with the measures promoted by the governments. On 27 July 2020, the European Central Bank issued a new Recommendation where it considered it necessary to extend the recommendation not to pay dividends until 1 January 2021 and not to undertake irrevocable commitment to pay out dividends for the financial years 2019 and 2020. Following the said ECB Recommendations, the Company’s General Meeting of Shareholders held on 28 October 2020 resolved to allocate to voluntary reserves the amount of €77,525,284.50 which was initially to be allocated to dividends.
(***) For the sole purpose of comparison with previous years, the consolidated net income for 2021 has been calculated based on pro-forma data and excluding extraordinary adjustments for the impact of badwill due to the integration of Liberbank and labor and commercial network restructuring costs. Excluding these amounts, the pay-out ratio would amount to 6.05%.