TIDMBNC
RNS Number : 8378E
Banco Santander S.A.
14 February 2018
material fact
The board of directors of Banco Santander, S.A. at its meeting
held yesterday resolved to call the shareholders to the next
ordinary general shareholders' meeting to be held in Santander, at
the Palacio de Exposiciones y Congresos (Avenida del Racing, s/n),
on 22 March 2018 at 9:30 a.m., on first call, or on 23 March 2018
at the same time, on second call, with 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) and the management reports
of Banco Santander, S.A. and its consolidated Group, all with
respect to the Financial Year ended 31 December 2017.
One B. Examination and, if appropriate, approval of the corporate management for Financial Year 2017.
Two.- Application of results obtained during Financial Year 2017.
Three.- Board of directors: appointment, re-election or ratification of directors.
Three A. Setting of the number of directors.
Three B. Appointment of Mr Álvaro Antonio Cardoso de Souza.
Three C. Ratification of the appointment of Mr Ramiro Mato
García-Ansorena.
Three D. Re-election of Mr Carlos Fernández González.
Three E. Re-election of Mr Ignacio Benjumea Cabeza de Vaca.
Three F. Re-election of Mr Guillermo de la Dehesa.
Three G. Re-election of Ms Sol Daurella Comadrán.
Three H. Re-election of Ms Homaira Akbari.
Four.- Authorisation for the Bank and its subsidiaries to
acquire treasury shares pursuant to the provisions of sections 146
and 509 of the Spanish Capital Corporations Law, depriving of
effect, to the extent not used, the authorisation granted by
resolution Five II) of the shareholders acting at the ordinary
general shareholders' meeting of 28 March 2014.
Five.- Amendment of the following articles of the Bylaws:
Five A. Amendment of articles regarding the board of directors: article 40 (creation of shareholder value) and article 41 (quantitative composition of the board).
Five B. Amendment of articles regarding the delegation of powers of the board and to the committees of the board: article 48 (the executive chairman), article 50 (committees of the board of directors), elimination of article 52 (executive risk committee), renumbering of the current articles 53 (audit committee), 54 (appointments committee), 54 bis (remuneration committee) and article 54 ter (risk supervision, regulation and compliance committee) as new articles 52, 53, 54 and 54 bis, respectively, and inclusion of a new article 54 ter (responsible banking, sustainability and culture committee).
Five C. Amendment of articles relating to reporting tools:
article 60 (annual corporate governance report).
Six.- 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 Capital Corporations Law, depriving of
effect, to the extent not used, the delegation regarding this issue
granted under resolution Four adopted at the ordinary general
shareholders' meeting on 7 April 2017.
Seven.- Authorisation to the board of directors such that,
pursuant to the provisions of section 297.1.b) of the Spanish
Capital Corporations Law, 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
4,034,038,395.50 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 Five II) adopted
at the ordinary general shareholders' meeting of 7 April 2017.
Delegation of the power to exclude pre-emptive rights, as provided
by section 506 of the Spanish Capital Corporations Law.
Eight.- 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 bonus share rights (derechos de
asignación gratuita) 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 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 and
New York through American Depositary Shares (ADSs), and São Paulo
through Brazilian Depositary Receipts (BDRs)) in the manner
required by each of such Stock Exchanges.
Nine.- Director remuneration policy.
Ten.- Director remuneration system: setting of the maximum
amount of annual remuneration to be paid to all of the directors in
their capacity as such.
Eleven.- Remuneration system: approval of maximum ratio between
fixed and variable components of total remuneration of executive
directors and other employees belonging to categories with
professional activities that have a material impact on the risk
profile.
Twelve.- Approval of the application of remuneration plans
involving the delivery of shares or share options.
Twelve A. Deferred Multiyear Objectives Variable Remuneration Plan.
Twelve B. Deferred and Conditional Variable Remuneration Plan.
Twelve C. Application of the Group's buy-out policy.
Twelve D. Plan for employees of Santander UK Group Holdings 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.
Thirteen.- Authorisation to the board of directors to interpret,
remedy, supplement, implement and develop the resolutions approved
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.
Fourteen.- Annual director remuneration report. ([1])
The relevant call of meeting will be published in the coming
days.
Boadilla del Monte (Madrid), 14 February 2018
[1] Consultative vote
This information is provided by RNS
The company news service from the London Stock Exchange
END
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