TIDMBNC
RNS Number : 8700F
Banco Santander S.A.
25 February 2015
BANCO SANTANDER, S.A.
Ordinary general shareholders' meeting
The board of directors of this Bank has resolved to call the
shareholders to the ordinary general shareholders' meeting to be
held in Santander, at the Palacio de Exposiciones y Congresos
(Avenida del Racing, s/n), on 27 March 2015 at 9:30 a.m., on second
call, in the event that, due to failure to reach the required
quorum, such meeting cannot be held on first call, which is also
hereby convened to be held at the same place and time on 26 March
2015, in order for the shareholders to consider and resolve upon
items One through Fifteen, and also to provide a consultative vote
on item Sixteen of the following
AGENDA
One.- Annual accounts and corporate management.
One A. Examination and, if appropriate, approval of the annual
accounts (balance sheet, profit and loss statement, statement of
recognised income and expense, statement of changes in total
equity, cash flow statement and notes) of Banco Santander, S.A. and
its consolidated Group, all with respect to the Financial Year
ended 31 December 2014.
One B. Examination and, if appropriate, approval of the
corporate management for Financial Year 2014.
Two.- Application of results obtained during Financial Year 2014.
Three.- Board of directors: appointment, re-election or ratification of directors.
Three A. Ratification of appointment and re-election of Mr
Carlos Fernández González.
Three B. Ratification of appointment of Ms Sol Daurella Comadrán.
Three C. Ratification of appointment of Mr Bruce Carnegie-Brown.
Three D. Ratification of appointment of Mr José Antonio Álvarez Álvarez.
Three E. Re-election of Mr Juan Rodríguez Inciarte.
Three F. Re-election of Mr Matías Rodríguez Inciarte.
Three G. Re-election of Mr Juan Miguel Villar Mir.
Three H. Re-election of Mr Guillermo de la Dehesa Romero.
Four.- Re-election of the external auditor for Financial Year 2015.
Five.- Amendment of the following articles of the Bylaws:
Five A. Amendment of articles relating to the ordinary general
shareholders' meeting and its powers: article 20 (distribution of
powers), article 23 (power and duty to call a meeting), article 24
(call of a general shareholders' meeting), article 25
(establishment of the general shareholders' meeting), article 31
(right to receive information) and article 35 (approval of
resolutions).
Five B. Amendment of articles relating to the board of
directors, its committees and the status of the directors: article
42 (qualitative composition of the board), article 43 (chairman of
the board), article 44 (vice-chairman of the board), article 45
(secretary of the board), article 46 (meetings of the board of
directors), article 47 (conduct of the meetings), article 50
(committees of the board of directors), article 52 (executive risk
committee), article 53 (audit committee), article 54 (appointments
and remuneration committee), article 55 (term of office), article
56 (withdrawal of directors), article 57 (liability of directors),
article 58 (compensation of directors) and article 59 (transparency
of the director compensation system) which shall in turn be
renumbered as article 59 bis. Inclusion of a new article 54 bis,
relating to the remuneration committee, renumbering of the current
article 54 bis (risk supervision, regulation and compliance
committee) as new article 54 ter and inclusion of a new article 59
(approval of the director remuneration policy).
Five C. Amendment of articles relating to the information tools:
article 60 (annual corporate governance report) and article 61
(corporate website).
Five D. Amendment of articles relating to the annual accounts and distribution of results: article 62 (submission of the annual accounts), article 64 (dividends in kind) and article 65 (deposit of the annual accounts).
Six.- Amendment of the following articles of the Rules and
Regulations for the General Shareholders' Meeting:
Six A. Amendment of articles relating to powers, call and
preparation of general shareholders' meeting: article 2 (General
Shareholders' Meeting), article 4 (call to the General
Shareholders' Meeting), article 5 (announcement of the call to
meeting), article 6 (information available as of the date of the
call to meeting), article 7 (right to receive information prior to
the holding of the General Shareholders' Meeting) and article 8
(proxies).
Six B. Amendment of articles relating to the holding of the
general shareholders' meeting: article 18 (information), article 21
(voting on proposed resolutions), article 22 (fractional voting)
and article 23 (adoption of resolutions and announcement of voting
results).
Seven.- Delegation to the board of directors of the power to
carry out the resolution to be adopted by the shareholders at the
meeting to increase the share capital pursuant to the provisions of
section 297.1.a) of the Spanish Companies Act, depriving of effect
the authorisation conferred under resolution Eight adopted at the
ordinary general shareholders' meeting of 28 March 2014.
Eight.- Authorisation to the board of directors such that,
pursuant to the provisions of section 297.1.b) of the Spanish
Companies Act, it may increase the share capital on one or more
occasions and at any time, within a period of three years, by means
of cash contributions and by a maximum nominal amount of
3,515,146,471.50 euros, all upon such terms and conditions as it
deems appropriate, depriving of effect, to the extent of the unused
amount, the authorisation granted under resolution Nine II) adopted
at the ordinary general shareholders' meeting of 28 March 2014.
Delegation of the power to exclude pre-emptive rights, as provided
by section 506 of the Spanish Companies Act.
Nine.-
Nine A. Increase in share capital by such amount as may be
determined pursuant to the terms of the resolution, by means of the
issuance of new ordinary shares having a par value of one-half
(0.5) euro each, with no share premium, of the same class and
series as those that are currently outstanding, with a charge to
reserves. Offer to acquire free allotment rights (derechos de
asignación gratuita) at a guaranteed price and power to use
voluntary reserves from retained earnings for such purpose. Express
provision for the possibility of less than full allotment.
Delegation of powers to the board of directors, which may in turn
delegate such powers to the executive committee, to establish the
terms and conditions of the increase as to all matters not provided
for by the shareholders at this general shareholders' meeting, to
take such actions as may be required for implementation thereof, to
amend the text of sections 1 and 2 of article 5 of the Bylaws to
reflect the new amount of share capital, and to execute such public
and private documents as may be necessary to carry out the
increase. Application to the appropriate domestic and foreign
authorities for admission to trading of the new shares on the
Madrid, Barcelona, Bilbao and Valencia Stock Exchanges through
Spain's Automated Quotation System (Mercado Continuo) and on the
foreign Stock Exchanges on which the shares of Banco Santander are
listed (currently Lisbon, London, Milan, Warsaw, Buenos Aires,
Mexico, New York -through ADSs (American Depositary Shares)- and
São Paulo -through BDRs (Brazilian Depositary Receipts)-), in the
manner required by each of such Stock Exchanges.
Nine B. Increase in share capital by such amount as may be
determined pursuant to the terms of the resolution by means of the
issuance of new ordinary shares having a par value of one-half
(0.5) euro each, with no share premium, of the same class and
series as those that are currently outstanding, with a charge to
reserves. Offer to acquire free allotment rights at a guaranteed
price. Express provision for the possibility of less than full
allotment. Delegation of powers to the board of directors, which
may in turn delegate such powers to the executive committee, to
establish the terms and conditions of the increase as to all
matters not provided for by the shareholders at this general
shareholders' meeting, to take such actions as may be required for
implementation hereof, to amend the text of sections 1 and 2 of
article 5 of the Bylaws to reflect the new amount of share capital,
and to execute such public and private documents as may be
necessary to carry out the increase. Application to the appropriate
domestic and foreign authorities for admission to trading of the
new shares on the Madrid, Barcelona, Bilbao and Valencia Stock
Exchanges through Spain's Automated Quotation System (Mercado
Continuo) and on the foreign Stock Exchanges on which the shares of
Banco Santander are listed (currently Lisbon, London, Milan,
Warsaw, Buenos Aires, Mexico, New York -through ADSs (American
Depositary Shares)- and São Paulo -through BDRs (Brazilian
Depositary Receipts)-), in the manner required by each of such
Stock Exchanges.
Ten.-
Ten A. Delegation to the board of directors of the power to
issue fixed-income securities, preferred interests or debt
instruments of a similar nature (including warrants) that are
convertible into and/or exchangeable for shares of the Company.
Establishment of the standards for determining the basis and
methods for the conversion and/or exchange and grant to the board
of directors of the power to increase share capital by the required
amount, as well as to exclude the pre-emptive rights of
shareholders. To deprive of effect, to the extent not used, the
delegation of powers approved by resolution Eleven A II) of the
shareholders acting at the ordinary general shareholders' meeting
of 28 March 2014.
Ten B. Delegation to the board of directors of the power to
issue other fixed-income securities, preferred interests or debt
instruments of a similar nature (including certificates, promissory
notes and warrants).
Eleven.- Director remuneration policy.
Twelve.- Director remuneration system: setting of the maximum
amount of total annual remuneration of directors in their capacity
as directors.
Thirteen. Remuneration system: approval of maximum ratio between
fixed and variable components of total remuneration of executive
directors and other employees belonging to categories which
professional activities impact significantly on the risk
profile.
Fourteen.- Approval of the application of remuneration plans
which entail the delivery of shares or options on shares.
Fourteen A. Fifth cycle of the Deferred and Conditional Variable Remuneration Plan (Plan de Retribución Variable Diferida y Condicionada).
Fourteen B. Second cycle of the Performance Shares Plan.
Fourteen C. Plan for employees of Santander UK plc. and other
companies of the Group in the United Kingdom by means of options on
shares of the Bank linked to the contribution of periodic monetary
amounts and to certain continuity requirements.
Fifteen.- Authorisation to the board of directors to interpret,
remedy, supplement, carry out and further develop the resolutions
adopted by the shareholders at the meeting, as well as to delegate
the powers received from the shareholders at the meeting, and grant
of powers to convert such resolutions into notarial
instruments.
Sixteen.- Annual director remuneration report.
At the meeting, the board of directors will report on its use of
the delegated power to increase share capital provided under
resolution Nine II) at the ordinary general shareholders' meeting
held on 28 March 2014.
SUPPLEMENT TO THE CALL TO MEETING
Shareholders representing at least three per cent of the share
capital may request the publication of a supplement to this call,
including one or more items on the agenda. This right must be
exercised by means of certified notice that must be received at the
Company's registered office within five days of the publication of
this notice of the call to meeting, with a statement of the name of
the shareholders exercising such right and of the number of shares
held by them, as well as of the items to be included on the agenda,
attaching a rationale or substantiated proposals for resolutions
concerning such items and, if appropriate, any other relevant
documentation. The same shareholders holding at least three per
cent of the share capital may, by certified notice to be received
at the registered office of the Company within five days of the
publication of this notice of the call to meeting, submit duly
grounded proposed resolutions concerning matters that are already
included or must be included on the agenda, all as provided in
section 519.3 of the Spanish Companies Act. The foregoing is
without prejudice to the right of any shareholder, during the
course of the general shareholders' meeting, to make alternative
proposals or proposals concerning items that need not be included
on the agenda pursuant to the provisions of the Spanish Companies
Act.
PARTICIPATION OF A NOTARY AT THE MEETING
The board of directors has resolved to request the presence of a
Notary Public to record the minutes of the meeting pursuant to
section 203 of the Spanish Companies Act, read together with
article 101 of the Regulations of the Commercial Registry
(Reglamento del Registro Mercantil) and article 4.2 of the Rules
and Regulations for the General Shareholders' Meeting.
RIGHT TO ATTEND THE MEETING
Every holder of any number of the Bank's shares registered in
the shareholder's name five days prior to the date on which the
general shareholders' meeting is to be held and who meets the other
requirements established in the Bylaws has the right to attend this
meeting. Such right to attend may be delegated pursuant to the
provisions governing this matter under sections 184 and 522 et seq.
of the Spanish Companies Act, the Bylaws and the Rules and
Regulations for the General Shareholders' Meeting.
PROXY-GRANTING, DISTANCE VOTING AND REMOTE ATTENDANCE AT THE
MEETING
Shareholders having the right to attend may grant a proxy and
exercise their voting rights through remote means of communication
and prior to the holding of the meeting, pursuant to the provisions
of articles 27 and 34 of the Bylaws and articles 8 and 20 of the
Rules and Regulations for the General Shareholders' Meeting and on
the terms and conditions described in the "General shareholders'
meeting" section of the Bank's corporate website
(www.santander.com). The mechanisms for the exercise of voting
rights and proxy-granting prior to the meeting by electronic means
will cease operation on the Bank's corporate website
(www.santander.com), at the Bank's Internet address
www.juntasantander.com and on the "Santander Accionistas"
application for compatible mobile devices at 6:00 p.m. on 25 March
2015.
In addition, as permitted by the provisions of section 6 of
article 34 of the Bylaws and the Additional Provision of the Rules
and Regulations for the General Shareholders' Meeting, the board
has resolved that attendance at the meeting is also possible
through the use of data transmission means that allow for real-time
connection with the premises where the meeting is held ("remote
attendance"). The means to remotely attend the meeting will be
available on the Bank's corporate website (www.santander.com) at
8:00 a.m. on 26 March 2015 (first call) and, if applicable, at 8:00
a.m. on the following day, 27 March 2015 (second call);
shareholders (or their representatives) wishing to attend remotely,
whether on first or second call, must register no later than 9:00
a.m. on the relevant day. For those persons who attend the meeting
remotely, the mechanisms for remote attendance will cease operation
at the end of the general shareholders' meeting or, if applicable,
upon determination that the quorum required to hold the meeting is
not present.
In reliance on the aforementioned provisions, the board of
directors has developed the following rules applicable to
proxy-granting and distance voting prior to the meeting and to
remote attendance:
A) PROXY-GRANTING AND DISTANCE VOTING PRIOR TO THE MEETING
1. Proxy-granting by remote means of communication
Means whereby a proxy may be granted
The remote means of communication that are valid to grant such
proxy representation are the following:
(i) Electronic means:
In order to grant a proxy by means of electronic communication
with the Company, the shareholders of the Bank must do so through
the Bank's corporate website (www.santander.com) or through the
Bank's Internet address, www.juntasantander.com. Shareholders with
a mobile device compatible with Android or Apple iOS operating
systems may also use the "Santander Accionistas" application, which
they must have previously downloaded from Google Play or App Store,
respectively.
The mechanisms to grant a proxy by electronic means must be such
as properly guarantees the security and the identity of the person
granting the proxy. Therefore, shareholders wishing to use these
proxy-granting mechanisms must have previously signed one of the
following agreements with the Bank, giving them a set of passwords
to access the distance voting and proxy-granting software
applications and, by means thereof, an electronic signature:
(a) Multi-Channel Agreement: shareholders who are individuals
and who have already entered into a Multi-Channel Agreement with
the Bank may rely upon it and use, for purposes of electronic
proxy-granting, the passwords and electronic signature already
available to them under such agreement.
(b) Agreement for Access to Electronic Voting and Proxy-Granting
and Remote Attendance: shareholders who are individuals and have
not entered into a Multi-Channel Agreement and shareholders that
are legal entities (even if they have entered into a Multi-Channel
Agreement) must execute, for the sole purpose of using the
electronic voting and proxy-granting mechanisms, and without any
charge by the Bank, an Agreement for Access to Electronic Voting
and Proxy-Granting and Remote Access ("Agreement for access to and
use of the area for voting and proxy-granting by electronic means
and attendance at the meeting through remote means of
communication").
From the date of publication of the announcement of the call to
meeting, the information and requirements to sign either of such
agreements may be viewed on the Bank's corporate website
(www.santander.com). Once a shareholder has signed either of the
aforementioned agreements and the shareholder has the corresponding
set of passwords and electronic signature, such shareholder may,
through the "General shareholders' meeting" section of the Bank's
website (www.santander.com) or through the Bank's Internet address
www.juntasantander.com or through the "Santander Accionistas"
application (for mobile devices compatible with the Android or
Apple iOS operating systems), grant a proxy to another person to
represent the shareholder at the meeting; all on the terms and
conditions described in each case.
Shareholders who grant a proxy by electronic means undertake to
notify the appointed representative of the proxy granted. Where a
proxy is granted to a director and/or the general secretary of the
Bank or a remote attendee at the meeting, such notice shall be
deemed given upon receipt by the Bank of such electronic proxy.
Electronic proxies must be accepted by the proxy-holder, and may
not be used without such acceptance. For such purpose, all
electronic proxies granted to persons other than the directors
and/or the general secretary and/or a remote attendee at the
meeting must be printed, signed and produced, together with an
identifying document, by the appointed proxy-holder to the staff in
charge of the shareholders' register on the date and at the place
of the meeting, beginning one hour prior to the time established
for commencement of the meeting. In the case of electronic proxies
sent through the Bank and granted to persons attending the meeting
from a distance, the Bank's software application will show such
remote attendees the proxies received in order for them to accept
such proxies, if they are willing to do so. The person to whom
voting powers are delegated may only exercise such powers by
attending the meeting in person (physically or from a
distance).
(ii) Hand-delivery or postal correspondence
In order to grant a proxy by hand-delivery or postal
correspondence, shareholders must complete and sign the "Proxy"
section of the printed attendance, proxy and voting card issued by
the Bank. Such proxies must be accepted by the proxy-holder,
without which acceptance they may not be used. For such purpose,
the proxy-holder may sign in the appropriate space on the
attendance and proxy card itself. The person to whom voting powers
are delegated may only exercise such powers by attending the
meeting in person, for which purpose, if he/she physically attends
the meeting, he/she must produce an identifying document when
entering the premises where the meeting is held. In the case of
proxies granted by hand-delivery or postal correspondence to
persons who attend the meeting remotely, and provided that such
proxies have been sent through the Bank, the Bank's software
application will show such remote attendees the proxies received in
order for them to accept said proxies, if they are willing to do
so.
The duly completed and signed card must be delivered at any
Branch of the Bank or sent by postal correspondence to Registro de
Accionistas, Apartado número 683 F.D. 28080 Madrid.
In addition, as is customary and pursuant to the provisions of
the Rules and Regulations for the General Shareholders' Meeting,
the duly completed and signed proxy card may also be submitted,
together with an identifying document, by the appointed
proxy-holder who physically attends the meeting to the staff in
charge of the shareholders' register on the date and at the place
where the general shareholders' meeting is to be held, beginning
one hour prior to the time established for commencement
thereof.
2. Voting prior to the meeting by remote means of communication
Means for casting a vote from a distance
The remote means of communication which are valid for purposes
of casting a vote from a distance are the following:
(i) Electronic means:
In order to cast their vote from a distance by means of
electronic communication with the Company, the shareholders of the
Bank must do so through the Bank's corporate website
(www.santander.com) or through the Bank's Internet address
www.juntasantander.com. Shareholders with a mobile device
compatible with Android or Apple iOS operating systems may also use
the "Santander Accionistas" application, which they must have
previously downloaded from Google Play or App Store,
respectively.
The mechanisms to cast votes from a distance by electronic means
must be such as properly guarantees security and the identity of
the person casting the vote. To such end, shareholders who wish to
use these voting mechanisms must have previously signed one of the
agreements specified in section 1 (i) above.
Once a shareholder has signed either of the aforementioned
agreements and the shareholder has the corresponding set of
passwords and electronic signature, such shareholder may cast
his/her vote from a distance in connection with the items on the
agenda for the general shareholders' meeting, either through the
"General Shareholders' Meeting" section of the Bank's website
(www.santander.com) or through the Bank's Internet address
www.juntasantander.com or through the "Santander Accionistas"
application (for mobile devices compatible with the Android or
Apple iOS operating systems), and all on the terms and conditions
described in each case.
(ii) Hand-delivery or postal correspondence:
In order to cast a vote from a distance by hand-delivery or
postal correspondence, shareholders must complete and sign the
"Distance Voting" section of the printed attendance, proxy and
voting card issued by the Bank. The duly completed and signed card
must be delivered to any Branch of the Bank or sent by postal
correspondence to Registro de Accionistas, Apartado número 683 F.D.
28080 Madrid.
3. Basic rules on voting and proxy-granting prior to the meeting
and attendance in person (physically or from a distance)
3.1 Deadline for receipt by the Company of proxies granted and
votes cast from a distance prior to the meeting
3.1.1 Proxies and distance votes sent by hand-delivery or postal
correspondence
In order to be valid, and pursuant to the provisions of the
Bylaws, both proxies granted from a distance and votes cast from a
distance sent by hand-delivery or postal correspondence must be
received by the Company before midnight of the third day prior to
the date on which the meeting is to be held on first call, i.e.,
prior to midnight on 23 March 2015.
As provided in the Rules and Regulations for the General
Shareholders' Meeting, after the expiration of the above-mentioned
deadline, there shall only be admitted such proxies as are granted
in writing and submitted by the proxy-holder who physically attends
the meeting to the staff in charge of the shareholders' register,
on the date and at the place where the meeting is to be held, and
beginning one hour prior to the time established for commencement
thereof.
3.1.2 Proxies and distance votes sent by electronic means
Pursuant to the provisions of the Bylaws and of the Rules and
Regulations for the General Shareholders' Meeting, on the occasion
of this general shareholders' meeting, the board of directors has
resolved to reduce the minimum advance period established to
receive proxies and votes from a distance sent by electronic means,
the deadline now being set at 6:00 p.m. on the day prior to the
date on which the meeting is to be held on first call. Therefore,
in order to be valid, both proxies granted from a distance and
votes cast from a distance through electronic means must be
received by the Company prior to 6:00 p.m. on the day prior to the
date on which the meeting is to be held on first call, i.e., prior
to 6:00 p.m. on 25 March 2015. The mechanisms for the exercise of
voting rights and proxy-granting prior to the meeting by electronic
means shall cease operation on the Bank's corporate website
(www.santander.com) and on the Bank's Internet address
www.juntasantander.com and on the "Santander Accionistas"
application (for compatible mobile devices) at 6:00 p.m. on 25
March 2015.
As provided in the Rules and Regulations for the General
Shareholders' Meeting, after the expiration of the above-mentioned
deadline, there shall only be admitted such proxies as have been
granted in writing and submitted by the appointed proxy-holder who
physically attends the meeting to the staff in charge of the
shareholders' register, on the date and at the place of the meeting
and beginning one hour prior to the time established for
commencement thereof.
3.2 Rules of priority among proxies, distance voting and
attendance in person (physically or from a distance)
3.2.1 Priorities among proxies, distance voting and attendance
in person
(i) Attendance at the meeting in person (whether physically or
from a distance) by a shareholder who has previously granted a
proxy or voted from a distance, irrespective of the means used to
cast such vote, shall render said proxy or vote ineffective.
Personal physical attendance will invalidate remote personal
attendance.
(ii) Likewise, the vote, irrespective of the means used to cast
it, shall render ineffective any electronic or written proxy,
whether granted previously, in which case it shall be deemed
revoked, or subsequently, in which case it shall be deemed not to
have been granted.
3.2.2 Priorities based upon the means used to grant the proxy or
cast the vote
(i) In the event that a shareholder validly grants a proxy,
electronically, on the one hand, and by means of a printed card, on
the other, the latter shall prevail over the former, regardless of
the respective dates thereof.
(ii) Likewise, a vote validly cast under a handwritten signature
on the printed card shall render void the vote cast electronically,
whether previously or subsequently.
3.3 Modification of the vote cast from a distance
Once cast, a distance vote may not be modified, except in the
event of attendance at the meeting in person (whether physically or
from a distance) by the shareholder who cast such vote or, in the
case of electronic voting, also by a subsequent vote cast within
the established deadline, by means of the attendance, proxy and
voting card (hand-delivery or postal correspondence).
3.4 Other matters
In the event that electronic means are used, only one electronic
session shall be allowed for each type of operation (advance
proxy-granting and voting, and remote attendance).
Both the proxy granted and the vote cast from a distance shall
be rendered ineffective by the disposition of shares of which the
Company is aware.
Either or any of the joint holders of deposited shares may vote,
grant a proxy or attend the meeting, and the rules of priority set
forth in sub-section 3.2 hereof shall apply. For purposes of the
provisions of section 126 of the Spanish Companies Act, it is
presumed that the joint holder who carries out an act
(proxy-granting, voting, or attending physically or from a
distance) at any time has been appointed by the other joint holders
to exercise the rights accruing to a shareholder.
Shareholders that are legal entities or do not reside in Spain
must call the Shareholders' Helpline in order to adapt, with proper
safeguards, the distance voting and proxy-granting mechanisms to
their particular situation.
Shareholders shall be solely responsible for safeguarding the
passwords for accessing and using the electronic proxy-granting and
voting service. If the shareholder is a legal entity, it shall give
notice of any modification or revocation of the powers vested in
its representative, and the Bank therefore disclaims any and all
liability until such notice is given.
4. Technical incidents
The Bank reserves the right to modify, suspend, cancel or
restrict the mechanisms for electronic voting and proxy-granting
prior to the general shareholders' meeting, when so required for
technical or security reasons.
The Bank shall not be liable for any damage that shareholders
may sustain as a result of failures, overloads, downtime, failed
connections or any other events of the same or a similar nature
that are beyond the Bank's control and prevent the use of the
mechanisms for electronic voting and proxy-granting prior to the
meeting.
B) REMOTE ATTENDANCE AT THE MEETING
In order to ensure the identity of the attendees, the proper
exercise of their rights, real-time interactivity and the proper
progress of the meeting, shareholders (or their representatives)
who wish to use the remote attendance mechanisms must have
previously entered into one of the following agreements with the
Bank, whereby they can obtain a set of passwords in order to access
the remote attendance software application and, by means thereof,
an electronic signature:
(a) Multi-Channel Agreement: individuals who have already
entered into a Multi- Channel Agreement with the Bank may rely on
it and use, for purposes of remote attendance, the passwords and
electronic signature already available to them under such
agreement.
(b) Agreement for Access to Electronic Voting and Proxy-Granting
and Remote Attendance at the meeting: individuals who have not
entered into a Multi-Channel Agreement and legal entities (even if
they have entered into a Multi-Channel Agreement) must execute, for
the sole purpose of remote attendance at the meeting and of casting
a vote thereat and without any charge by the Bank, an Agreement for
Access to Electronic Voting and Proxy-Granting and Remote
Attendance at the meeting ("Agreement for access to and use of the
area for voting and proxy-granting by electronic means and
attendance at the meeting through remote means of
communication").
From the date of publication of the announcement of the call to
meeting, the information and requirements to execute either of
these agreements may be viewed on the Bank's corporate website
(www.santander.com). Once a shareholder (or his/her representative)
has executed either of the aforementioned agreements and has
his/her corresponding set of passwords and electronic signature,
such shareholder may, through the "General shareholders' meeting"
section on the Bank's corporate website (www.santander.com), attend
and vote at the meeting by remote means of communication in real
time.
Remote attendance at the meeting shall be subject to the
following basic rules, and all matters not expressly contemplated
herein shall be governed by the provisions posted on the Bank's
website and by those set forth in the Law, the Bylaws and the Rules
and Regulations for the General Shareholders' Meeting:
(i) Logging-on, registration and attendance: Pursuant to the
provisions of the Rules and Regulations for the General
Shareholders' Meeting, and in order to permit the appropriate
management of remote attendance systems, shareholders (or their
representatives) who wish to attend the meeting and vote by remote
means of communication shall register by logging on between 8:00
a.m. and 9:00 a.m. on the date of the meeting. No attendee
registration shall be admitted outside of this time period.
In the event that the meeting is held on second call, attendees
who have registered for the meeting on first call will be required
to carry out the registration process again in order to be able to
attend.
If persons attending from a distance have been granted proxies,
and provided that such proxies have been received by the Company
within the deadlines for admission thereof, the software
application will show them such proxies so that they accept them,
if they are willing to do so.
Attendees who wish to state before the Notary that they
expressly leave the meeting must do so by using the form included
for such purpose in the remote attendance software application.
Once they have notified the Notary of their express intention of
leaving the meeting, all actions taken by such shareholders
thereafter shall be deemed not taken. In any event, by means of a
connection to the software application, the Notary will be aware of
the actions taken by the persons who attend the meeting from a
distance, including the votes that may be cast by them.
(ii) Participation: Shareholders (or their representatives) who,
in the exercise of their rights, intend to participate in the
meeting and, where applicable, request information or
clarifications in connection with the items on the agenda, request
clarifications regarding information accessible to the public that
has been provided by the Company to the National Securities Market
Commission (Comisión Nacional del Mercado de Valores) since the
holding of the last general shareholders' meeting or regarding the
auditor's report or make proposals shall express their intent to do
so at the time of registration. Following such expression of
intent, and exclusively by means of the participation form prepared
for such purpose, persons attending remotely may state in writing
and send the contents of their participation or their question or
proposal from the time the Chairwoman declares a valid quorum to
have been established for the meeting until the participation
period ends. Persons attending from a distance who wish their
participation to be recorded in the minutes of the meeting must
expressly state such desire in the text in which the contents of
their participation are set forth.
As the participation of each person attending from a distance is
received, such participation will be accessible to the attendees
who are physically present at the place of the meeting. In turn,
remote attendees shall be able to access each such participation by
logging onto the website indicated in the software application.
Requests for information or clarification made by remote
attendees will be answered in writing within seven days of the
meeting, pursuant to the provisions of the Spanish Companies
Act.
(iii) Voting: Votes on the proposals relating to the items on
the agenda may be cast as from the moment when the Chairwoman
declares the meeting to be validly convened and provided always
that the attendee has registered by following the procedure
described in sub-section (i) above; in the event of alternative
proposals, the provisions of the second paragraph of article 21.1
of the Rules and Regulations for the General Shareholders' Meeting
shall apply. As regards proposed resolutions on matters that, as
prescribed by law, need not be specified on the agenda, remote
attendees may cast their vote as from the moment when the secretary
for the general shareholders' meeting reads out such proposals for
a vote to be taken thereon. In all events, the remote voting
process with respect to all the proposals submitted to the
shareholders acting at the general shareholders' meeting will come
to an end when, following the reading of the summaries of the
proposed resolutions by the secretary for the meeting, the vote
commences on the proposed resolutions at the premises where the
meeting is held.
The vote on the proposed resolutions shall be governed by the
procedure contemplated in the Bylaws and in the Rules and
Regulations for the General Shareholders' Meeting.
(iv) Other matters: Legal entities and those persons that do not
reside in Spain must call the Shareholders' Helpline in order to
adapt, with proper safeguards, the mechanisms for attending the
meeting by remote means of communication in real time.
In the event that more than one of the joint holders of
deposited securities are in attendance, the joint holder who is the
first to register (physically or from a distance) shall be deemed
an attendee and, therefore, any subsequent access by the other
joint holders shall be denied. In connection with the foregoing,
and for purposes of the provisions of section 126 of the Spanish
Companies Act, the joint holder who registers first (physically or
from a distance) shall be deemed to have been appointed by the
other joint holders to exercise the rights accruing to a
shareholder.
Shareholders (or their representatives) shall be solely
responsible for safeguarding the passwords for accessing and using
the remote attendance service. If the shareholder is a legal
entity, it shall give notice of any modification or revocation of
the powers vested in its representative, and the Bank therefore
disclaims any and all liability until such notice is given.
The Bank reserves the right to modify, suspend, cancel or
restrict the mechanisms for remote attendance at the general
shareholders' meeting when so required for technical or security
reasons. The Bank shall not be liable for any damage that
shareholders may sustain as a result of failures, overloads,
downtime, failed connections or any other events of the same or a
similar nature that are beyond the Bank's control and prevent the
use of the mechanisms for remote attendance at the meeting.
For further information on proxy-granting and distance voting
and remote attendance at the meeting, shareholders may write to the
e-mail address junta.accionistas@santander.com, call the
Shareholders' Line 91 276 92 90 or go to the Office of the
Shareholder, Ciudad Grupo Santander, Avda. Cantabria, s/n, 28660 -
Boadilla del Monte (Madrid). Further information is also available
on the Bank's corporate website (www.santander.com).
RIGHT TO RECEIVE INFORMATION
In addition to the provisions of section 197 of the Spanish
Companies Act, starting on the date of the publication of the
announcement of the call to meeting, shareholders may obtain from
the Company, immediately and free of charge, the annual accounts,
the management report and the auditor's report for Financial Year
2014, as well as the consolidated accounts, the Group's management
report and the auditor's report for such Financial Year.
In connection with items Five A to Five D, Seven, Eight, Nine A
and Nine B, Ten A, Eleven and Thirteen of the agenda, starting on
the date of publication of the notice of the call to meeting,
shareholders may examine at the registered office of the Company
(Paseo de Pereda 9 al 12, 39004 Santander, Cantabria) the full text
of the proposed resolutions and the mandatory reports prepared by
the directors (or, in the case of item Thirteen, of the detailed
recommendation of the board of directors), as well as request that
such documents be delivered or sent to them free of charge. The
reasoned proposal regarding the director remuneration policy, which
includes the text thereof (item Eleven), and the specific report of
the remuneration committee thereon are available to the
shareholders, who may also request that they be delivered or mailed
free of charge, at the registered office of the Company and on the
Bank's corporate website (www.santander.com).
Similarly, shareholders may also obtain, at the registered
office of the Company, the full text of the other documents
(including the annual report on directors' remuneration and the
explanatory report of the board on the expertise, experience and
merits of the candidates referred to in items Three A to Three H,
which includes the reasoned proposal of the appointments committee
and the curricula vitae of the aforementioned candidates) and other
proposed resolutions submitted to the shareholders' decisive or
consultative vote at the general shareholders' meeting.
Additionally, as from the date of publication of the call to
meeting and with relation to the delegated power to increase share
capital given to the board of directors under resolution Nine II)
of the ordinary general shareholders' meeting held on 28 March
2014, the shareholders may examine at the registered office the
reports of the directors and of the external auditor designated by
the Commercial Registry corresponding to the share capital increase
excluding pre-emptive rights carried out in January 2015 pursuant
to the stated delegation, as well as request that they be delivered
or mailed free of charge.
Pursuant to the provisions of the Spanish Companies Act and the
Rules and Regulations for the General Shareholders' Meeting, from
the publication of the call to the general shareholders' meeting
and until the fifth day, inclusive, prior to the holding thereof on
first call, shareholders may deliver written requests for
information or clarifications, or ask written questions that they
consider relevant about the items on the agenda for the meeting. In
addition, in the same manner and within the same period,
shareholders may deliver written requests for clarifications
concerning information accessible to the public that the Company
has provided to the National Securities Market Commission (Comisión
Nacional del Mercado de Valores) since the last general
shareholders' meeting was held and concerning the auditor's reports
mentioned above.
Pursuant to the provisions of the Rules and Regulations for the
General Shareholders' Meeting, such requests as are admissible in
the exercise of the shareholders' right to receive information may
be made by e-mail to junta.accionistas@santander.com, in which
case, in order to provide the system with adequate guarantees of
authenticity and of identity of the shareholder exercising the
right to receive information, such shareholder shall set forth in
such e-mail his/her first name and surname (or corporate name), Tax
Identification Number, and the number of shares held by such
shareholder. As provided in section 539 of the Spanish Companies
Act, and unless otherwise indicated by the shareholder, the
requests exercising the right to information received at the
aforementioned e-mail address may be dealt with by the Bank by
means of an answer sent to the e-mail address of the
shareholder-sender. The request may also be made by delivering or
mailing the written request, bearing the handwritten signature of
the requesting party, to the registered office of the Company.
DOCUMENTS AVAILABLE ON THE WEBSITE
Apart from the above-mentioned right to receive information, the
following documents and information, amongst others, shall be
available for viewing on the Bank's corporate website
(www.santander.com) as from the date of publication of the
announcement of the call to meeting:
(i) This notice of call to meeting.
(ii) The total number of shares and voting rights on the date of the call to meeting.
(iii) The annual accounts, the management report and the
auditor's report for Financial Year 2014, as well as the
consolidated accounts (which include the annual banking report),
the Group's management report and the auditor's report for such
Financial Year.
(iv) The full text of the proposed resolutions regarding all of
the items on the agenda for the general shareholders' meeting, as
well as, in connection with items Three A to Three H, Five A to
Five D, Six A and Six B, Seven, Eight, Nine A and Nine B, Ten A,
Eleven, Thirteen, Fourteen A and Fourteen B, the corresponding
director reports, reasoned proposal (including the text of the
director remuneration policy) or detailed recommendation, as
applicable (also including, in the case of items Three A to Three
H, the reasoned proposal of the appointments committee).
(v) The curricula vitae of the individuals referred to in item
Three of the agenda, including the category of each one of such
directors.
(vi) The rules applicable to proxy-granting and voting by remote
means of communication and to remote attendance at the meeting and
the documentation necessary for such purpose.
(vii) The rules of operation of the Electronic Shareholders' Forum.
(viii) The annual corporate governance report.
(ix) The Group's annual report.
(x) The current Bylaws, along with the resulting text of such
Bylaws if the amendments proposed at the meeting are approved.
(xi) The current Rules and Regulations for the General
Shareholders' Meeting, along with the resulting text of such Rules
and Regulations if the amendments proposed at the meeting are
approved.
(xii) The current Rules and Regulations of the Board of Directors.
(xiii) The committees report, which includes the reports of (a)
the audit committee; (b) the appointments committee; (c) the
remuneration committee (including the specific report on the
director remuneration policy), and (d) the risk supervision,
regulation and compliance committee.
(xiv) The annual report on directors' remuneration that is
submitted to a consultative vote under item Sixteen of the
agenda.
(xv) The full text of the reports of the directors and of the
external auditor designated by the Commercial Registry
corresponding to the share capital increase excluding pre-emptive
rights carried out in January 2015 pursuant to the delegated power
conferred under resolution Nine II) of the resolutions adopted by
the shareholders acting at the ordinary general shareholders'
meeting held on 28 March 2014.
(xvi) The valid requests for information, clarification or
questions asked by shareholders exercising their right to receive
information and any answers provided by the directors.
SPECIAL INFORMATION TOOLS
Pursuant to the provisions of section 539.2 of the Spanish
Companies Act, the Bank has enabled on its corporate website
(www.santander.com) an Electronic Shareholders' Forum (hereinafter,
the "Forum"), which may be accessed, with all proper safeguards, by
shareholders who are individuals as well as by voluntary
associations of shareholders that may be created pursuant to the
provisions of section 539.4 of the Spanish Companies Act.
There may be published in the Forum proposals intended to be
presented as a supplement to the agenda announced in the call to
meeting, requests for adherence to such proposals, initiatives to
reach the percentage required to exercise a minority right as
contemplated by Law, and voluntary proxy offers or
solicitations.
The Forum does not constitute a device for electronic
conversation among the shareholders or a meeting point for virtual
debate, nor may the Forum be a channel of communication between the
Company and its shareholders. The Forum is made available in order
to facilitate communication among the Bank's shareholders on
occasion of the call to and until the holding of the general
shareholders' meeting.
To access the Forum, shareholders must have previously signed
one of the following agreements with the Bank, which will allow
them to have a set of access codes for the Forum and, by means
thereof, an electronic signature:
(a) Multi-Channel Agreement: shareholders who are individuals
and who have already entered into a Multi-Channel Agreement with
the Bank may make use thereof, using the codes and electronic
signature already available to them by virtue of such
agreement.
(b) Agreement for Access to Electronic Voting and Proxy-Granting
and Remote Attendance: shareholders who are individuals and have
not entered into a Multi-Channel Agreement and shareholders that
are legal entities (even if they have entered into a Multi-Channel
Agreement) must sign an Agreement for Access to Electronic Voting
and Proxy-Granting and Remote Attendance ("Agreement for access to
and use of the area for voting and proxy-granting by electronic
means and attendance at the meeting through remote means of
communication") for the sole purpose of accessing and using the
Forum and, if applicable, of using the electronic voting and proxy
mechanisms, without any charge by the Bank.
Legal entities that are not resident in Spain must call the
Shareholders' Helpline to adapt, with proper safeguards, the
mechanisms for participating in the Electronic Shareholders' Forum.
The information and requirements for executing either of these
documents can be viewed on the Bank's corporate website
(www.santander.com) from the date of publication of the notice of
the call to meeting. Access to the Forum and the terms and
conditions for the use and operation thereof shall be governed by
the provisions of this notice of call to meeting and by the rules
of operation of the Electronic Shareholders' Forum, the text of
which can be viewed on the aforementioned Bank's corporate
website.
DATA PROTECTION
The personal data set forth herein, those that the shareholders
provide to the Company in exercising their attendance,
proxy-granting and voting rights at the general shareholders'
meeting or that are provided by the banks or brokerage firms or
companies with whom shareholders have deposited their shares,
through the entity legally entrusted with the book-entry
registries, Sociedad de Gestión de los Sistemas de Registro,
Compensación y Liquidación de Valores, S.A. (IBERCLEAR), will be
processed (and included in files for which the Company is
responsible) in order to manage and control both the shareholding
relationship and the call to, holding and broadcasting of the
general shareholders' meeting, as well as to comply with its
statutory obligations. Such data will be made available to the
notary who is to attend the general shareholders' meeting, and may
be made available to third parties in the exercise of their right
to receive information laid down in the law or be made accessible
to the public to the extent that they are included in the
information available on the corporate website (www.santander.com)
or are stated at the general shareholders' meeting, the proceedings
of which may be recorded by audiovisual means and broadcast on such
website. By attending the general shareholders' meeting (in person
or from a distance), attendees consent to such recording and
broadcast. The owners of such personal data may send their requests
for access, correction, cancellation and challenge, in accordance
with the provisions of Organic Law 15/1999, of 13 December, on the
Protection of Personal Data, by written notice addressed to the
registered office of the Company at Paseo de Pereda, números 9 al
12, Secretaría General, 39004 - Santander.
Santander, 24 February 2015
The General Secretary,
Ignacio Benjumea
This information is provided by RNS
The company news service from the London Stock Exchange
END
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