TIDMBNC
RNS Number : 2622H
Banco Santander S.A.
23 March 2020
Banco Santander, S.A. ("Santander"), in compliance with the
Securities Market legislation, hereby announces:
OTHER RELEVANT INFORMATION
SECOND ADDITIONAL NOTICE IN RELATION TO THE CALL TO THE ORDINARY
GENERAL SHAREHOLDERS' MEETING OF BANCO SANTANDER, S.A. AND THE
SPREAD OF CORONAVIRUS SARS-CoV-2
In relation to the ordinary general shareholders' meeting of
Banco Santander, S.A. (the "Bank" or the "Company") called to be
held at 9:30 a.m. on 2 April 2020, on first call, and at the same
time on 3 April 2020, on second call (the meeting usually takes
place on second call), at the Palacio de Exposiciones y Congresos
(Avenida del Racing, s/n) in the city of Santander, in view of
Royal Decree 463/2020 of 14 March declaring the state of emergency
to address the health situation caused by COVID-19 (the "RD of
Emergency"), in accordance with articles 40 and 41 of Royal
Decree-Law 8/2020 of 17 March on urgent extraordinary measures to
address the economic and social impact of COVID-19 (the "RD Law"),
and also taking into account the "CNMV's considerations on the
general shareholders' meetings of listed companies in view of the
health situation caused by COVID-19" (the "CNMV's Considerations")
of 10 March 2020, and in order to safeguard the general interests,
health and safety of shareholders, employees and other people who
participate in organising and holding the general meeting and to
avoid the negative effect that suspending the meeting could have on
the Company, the following information is provided:
1. The Bank's board of directors has agreed to change the venue
of the ordinary general shareholders' meeting to the Ciudad Grupo
Santander (Centro de Formación El Solaruco), located at Avenida de
Cantabria s/n in Boadilla del Monte (Madrid). The decision has been
taken in accordance with the RD-Law and pursuant to the terms of
the RD of Emergency which forces the closure, among other premises,
of conference, exhibition and multi-purpose centres and
auditoriums, such as the Palacio de Exposiciones y Congresos where
the meeting was initially scheduled to be held, and assuming that
the measures currently in force under the RD of Emergency will be
extended on similar terms until at least 3 April, as announced by
the President of the Government and which will need to be
authorised by the Parliament.
2. The dates and times of the meeting have not changed: 9:30
a.m. on 2 April 2020, on first call, and the same time on 3 April
2020, on second call (the meeting usually takes place on second
call).
3. Under the current circumstances and assuming that the
extraordinary measures passed by the Spanish Government will be
extended on similar terms until at least 3 April, the ordinary
general shareholders' meeting will be held without the
shareholders, proxies or guests attending in person, other than, if
appropriate, the members of the Presiding Committee (Mesa) of the
General Shareholders' Meeting (the chairman and the secretary), the
CEO and the notary and with the safety and distance measures
required. In line with RD-Law and the CNMV's Considerations, and
pursuant to its bylaws, the Bank has set up the technical systems
required to facilitate the directors' attendance to the general
meeting. In any event and as is customary, the ordinary general
shareholders' meeting will be broadcast live on the corporate
website ( www.santander.com ).
4. With regard to the above, shareholders are reminded that, in
accordance with the bylaws, the Bank has different channels and
means to participate in the ordinary general shareholders' meetings
other than attending in person. They are all described in the call
to the meeting and in the Company's corporate website (
www.santander.com ) or in www.juntasantander.com .
5. These means include proxy-granting to any attendee prior to
the meeting and voting prior to the meeting, whether by electronic
means or by hand-delivery or postal correspondence. The proxies
granted to the Chairman, to other members of the board or to the
general secretary are expected to be accepted by the corresponding
recipients for the meeting to be held, as usual, on second
call.
6. Furthermore, the Spanish regulation and the Bank's bylaws and
rules and regulations for the general shareholders' meeting deal
with and guarantee the rights to receive information, to remotely
attend the meetings, to participate and to vote at the general
shareholders' meeting without having to attend in person, using the
software application to remotely attend the meeting through data
transmission means, which enables real-time connection during the
meeting.
7. As announced, the Bank is extending the means to participate
in the meeting other than by attending in person to make it easier
for shareholders to participate at the next general meeting without
having to attend in person.
In particular, given the circumstances under which the general
meeting is to be held, in relation to the means of remote
attendance to the general meeting and in order to ensure the
quality of the connection and send to the attendees an additional
explanatory guide to facilitate such connection, all shareholders
(or their proxies) who have the required passwords to access and
intend to attend the general meeting remotely are kindly requested
to send prior to 7:00 p.m. (CEST) of 2 April (the day prior to the
date on which the general meeting is set to be held on second
call), an e-mail to asistentesjunta@gruposantander.com to confirm
their intention to attend the meeting. Notwithstanding the above,
the attendee will still need to register between 8:00 a.m. and 9:00
a.m. on the date of the meeting and fulfil all other requirements
established in the notice of the call to the meeting, on the
Company's corporate website ( www.santander.com ) or at
www.juntasantander.com .
Likewise, extraordinarily, shareholders who are individuals may
also grant a proxy or cast their votes from a distance prior to the
holding of the meeting calling the Shareholder Helpline 91 276 92
90 prior to 6:00 pm (CEST) on 1 April 2020. Those having Santander
Digital Banking passwords may identify themselves using them.
Shareholders without those passwords will proof their identify by
other means that permit reasonable assurance of such identity, in
accordance with the guidelines provided by the Shareholder Helpline
at any given time.
For all purposes, including regarding the rules of priority
among proxies, distance voting and attendance in person and the
deadlines for granting proxies or casting votes from a distance,
the proxies granted and votes cast by telephone will be considered
as proxies granted and votes cast from a distance through
electronic means.
8. All these measures are compatible with the fulfilment of the
corporate duties and fully guarantee the shareholders' voting and
related rights.
9. The Bank will continue to monitor the progress of the spread
of SARS-CoV-2 and, if necessary, will update the information
contained in this notice, at all times ensuring compliance with the
regulations in force and protecting the health of our shareholders,
employees, clients and suppliers.
Santander, 23 March 2020
The General Secretary
Jaime Pérez Renovales
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
NOAEAKDDAEDEEFA
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