TIDMBNC
RNS Number : 2494L
Banco Santander S.A.
04 May 2010
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 June 11, 2010, at
10:00 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 June 10, 2010, in order for
the shareholders to consider and resolve upon items One through Ten, and also to
provide an advisory vote on item Eleven, of the following
AGENDA
One.-Examination and approval, if deemed appropriate, of the annual accounts
(balance sheet, profit and loss statement, statement of recognized income and
expense, statement of changes in total equity, cash flow statement, and notes)
and of the corporate management of Banco Santander, S.A. and its consolidated
Group, all with respect to the Fiscal Year ended December 31, 2009.
Two.-Application of results from Fiscal Year 2009.
Three.-Board of Directors: appointment, re-election and ratification of
directors.
Three A. Appointment of Mr. Ángel Jado Becerro de Bengoa
Three B. Re-election of Mr. Francisco Javier Botín-Sanz de Sautuola y O'Shea
Three C. Re-election of Ms. Isabel Tocino Biscarolasaga
Three D. Re-election of Mr. Fernando de Asúa Álvarez
Three E. Re-election of Mr Alfredo Sáenz Abad
Four.-Re-election of the Auditor of Accounts for Fiscal Year 2010.
Five.-Authorization for the Bank and its subsidiaries to acquire their own stock
pursuant to the provisions of Section 75 of the Business Corporations Law (Ley
de Sociedades Anónimas), depriving of effect to the extent of the unused amount
the authorisation granted by the shareholders at the Ordinary General
Shareholders' Meeting held on June 19, 2009.
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 153.1.a) of the Business
Corporations Law, depriving of effect the authorization granted by the
shareholders at such General Meeting on June 19, 2009.
Seven.-
Seven A.Increase of the share capital in 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 voluntary reserves originating from retained earnings. 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
paragraphs 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 Electronic Trading System
(Continuous Market) and on the foreign stock exchanges on which the shares of
Banco Santander are listed (Lisbon, London, Milan, Buenos Aires, Mexico and,
through ADSs, on the New York Stock Exchange) in the manner required by each of
such exchanges.
Seven B.Increase of the share capital in 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 voluntary reserves originating from retained earnings. 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
paragraphs 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 Electronic Trading System
(Continuous Market) and on the foreign stock exchanges on which the shares of
Banco Santander are listed (Lisbon, London, Milan, Buenos Aires, Mexico and,
through ADSs, on the New York Stock Exchange) in the manner required by each of
such exchanges.
Eight.-Delegation to the Board of Directors of the power to issue simple fixed
income securities or debt instruments of a similar nature (including bonds,
promissory notes or warrants), as well as fixed income securities convertible
into and/or exchangeable for shares of the Company. In connection with the
fixed-income securities convertible into and/or exchangeable for shares of the
Company, establishment of the criteria for determining the terms and conditions
applicable to 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. Deprive of effect to the extent
not used the delegation of powers approved by resolution Nine II) of
shareholders acting at the Ordinary General Shareholders' Meeting of June 19,
2009.
Nine.-Incentive policy:
Nine A. In connection with the long-term incentive policy approved by
the Board of Directors, approval of new cycles related to certain plans for the
delivery of Santander shares for implementation by the Bank and by companies of
the Santander Group and linked to changes in total shareholder return or to
certain continuity requirements and the progress of the Group.
Nine B. Approval of an incentive plan for employees of Santander UK plc.
and other companies of the Group in the United Kingdom by means of options to
shares of the Bank linked to the contribution of periodic monetary amounts and
to certain continuity requirements.
Ten.- Authorization 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.
Eleven.- Report on the directors remuneration policy.
During the meeting, the Board of Directors will report to the shareholders on
the amendment of the Regulations thereof approved since the last General
Shareholders' Meeting. In addition, there will be a presentation of the
explanatory report provided for in Section 116.bis of the Securities Market Law
(Ley del Mercado de Valores).
SUPPLEMENT TO THE CALL TO MEETING
Shareholders representing at least five percent of the share capital
may request the publication of a supplement to this call, including one or more
items in 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 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 in the agenda, attaching, if appropriate,
any other relevant documentation.
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 114 of
the Business Corporations Law in connection with Section 101 of the Regulations
of the Commercial Registry (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 who meets the 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 Section 106 of the Business
Corporations Law, the Bylaws and the Rules and Regulations for the Shareholders'
Meeting.
PROXY-GRANTING, DISTANCE VOTING AND REMOTE ATTENDANCE AT THE MEETING
Shareholders having the right to attend may grant a proxy to
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. The mechanisms for the exercise of voting rights and
proxy-granting prior to the Meeting by electronic means will be available on the
Bank's website (www.santander.com) beginning on May 26, 2010 and will cease
operation at 6:00 p.m. on June 9, 2010.
In addition, as permitted by the provisions of paragraph 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 website (www.santander.com) at 8:30 a.m. on June 10,
2010 (first call) and, if applicable, at 8:30 a.m. on the following day, June
11, 2010 (second call); shareholders (or their representatives) wishing to
attend remotely, whether on first or second call, must register no later than
9:30 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 website.
(www.santander.com).
The mechanism to grant a proxy by electronic means shall be such as
properly guarantees the security and the identity of the person granting the
proxy. Therefore, shareholders wishing to use this proxy-granting mechanism 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 application and, by means thereof, an electronic signature:
(a) Multi-Channel Agreement: individual shareholders 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 have not 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 by 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 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,
as from May 26, 2010, through the "General Shareholders' Meeting" section of the
Bank's website (www.santander.com), grant a proxy to another person to represent
the shareholder at the Meeting.
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 Office 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 website (www.santander.com).
The mechanism to cast votes from a distance by electronic means shall
be such as properly guarantees security and the identity of the person casting
the vote. To such end, shareholders who wish to use this voting mechanism must
have previously signed one of the agreements specified in section 1 (i) above.
Once a shareholder has executed either of the aforementioned agreements
and the shareholder has the corresponding set of passwords and electronic
signature, such shareholder may, as from May 26, 2010, through the "General
Shareholders' Meeting" section of the Bank's website (www.santander.com), cast
the shareholder's vote from a distance with respect to the items on the agenda
for the General Shareholder's Meeting.
(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 Office 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 June 7, 2010.
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 June 9, 2010.
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 66
of the Business Corporations Law, 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' Line 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, which 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 a set of passwords is made available to them in order to
access the remote attendance software application and, by means thereof, an
electronic signature:
(a) Multi-Channel Agreement: natural persons 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 or legal entities who have not 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
by 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 website (www.santander.com). Once a shareholder (or his/her
representative) has executed either of the aforementioned agreements and has its
corresponding set of passwords and electronic signature, such shareholder may,
through the "General Shareholders' Meeting" section on the Bank's 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 those set forth in 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 8:30 a.m. and 9:30 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 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 Chairman 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.
In any event, 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 Section 97.5 of the Business Corporations Law.
(iii) Voting: Votes on the proposals relating to the items on the agenda may
be cast as from the moment when the Chairman declares the Meeting to be validly
convened and provided always that the attendee has registered by following the
procedure described in subsection (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' Line 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 66 of the Business
Corporations Law, 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, which 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 902 11 17 11 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 Company's website (www.santander.com).
RIGHT TO RECEIVE INFORMATION
In addition to the provisions of Section 112 of the Business
Corporations Law, 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 auditors'
report for Fiscal Year 2009, as well as the consolidated accounts, the Group's
management report and the auditors' report for such Fiscal Year.
In connection with items Six, Seven A, Seven B and Eight on the
agenda, starting on the date of publication of the notice of the Meeting,
shareholders may examine at the registered office of the Company the full text
of the proposed resolutions and the mandatory reports prepared by the directors,
as well as request that such documents be delivered or sent to them free of
charge.
With respect to the provisions of the Business Corporations Law and
the Regulations for the General Shareholders' Meeting, from the publication of
the call to the General Shareholders' Meeting and until the seventh day,
inclusive, prior to the holding thereof on first call, the shareholders may
issue written requests for information or clarifications, or ask written
questions that they consider relevant about the items on the agenda of the
Meeting. In addition, in the same form and within the same period, the
shareholders may issue written requests for information or clarifications, or
ask written questions, concerning the information accessible to the public that
the Company has provided to the National Securities Exchange Commission
(Comisión Nacional del Mercado de Valores) since the last General Shareholders'
Meeting was held.
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 117 of Securities Market Law 24/1988, of July 28, and unless
otherwise indicated by the shareholder, the requests for 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 petition, 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, amongst others, shall be available for viewing on the
Company's website (www.santander.com) as from the date of publication of the
announcement of the call to meeting:
(i) This notice of the Meeting.
(ii) The annual accounts, the management report and the auditors' report
for Fiscal Year 2009, as well as the consolidated accounts, the Group's
management report and the auditors' report for such Fiscal Year.
(iii) 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 Six, Seven A, Seven B, Eight and Nine A, the corresponding
reports prepared by the directors.
(iv) The résumés of the directors referred to in item Three of the
agenda.
(v) The rules applicable to proxy-granting and voting by remote means of
communication and to remote attendance at the Meeting.
(vi) The Annual Corporate Governance Report.
(vii) The Group's Annual Report.
(viii) The Bylaws.
(ix) The Rules and Regulations for the General Shareholders' Meeting.
(x) The current Rules and Regulations of the Board of Directors.
(xi) The Report of the Audit and Compliance Committee.
(xii) The Report of the Appointments and Remuneration Committee,
including the report on directors remuneration policy.
(xiii) The explanatory report established in Section 116.bis of the
Securities Market Law.
DATA PROTECTION
The personal data that the shareholders send to the Company in
exercising their attendance, proxy 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 a file for which the Company is responsible)
in order to manage the development, compliance and control of the shareholder
list as regards the call to and holding of the General Shareholders' Meeting.
The shareholders may exercise their rights of access, correction, cancellation
and challenge, in accordance with the provisions of Organic Law 15/1999, of
December 13, concerning the Protection of Personal Data, by giving written
notice addressed to the registered office of the Company at Paseo de Pereda,
números 9 al 12, Secretaría General, 39004 - Santander.
Santander, May 3, 2010
The General Secretary,
Ignacio Benjumea
This information is provided by RNS
The company news service from the London Stock Exchange
END
NOASSSSULFSSEEI
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