TIDMBNC
RNS Number : 4892N
Banco Santander S.A.
11 June 2010
IGNACIO BENJUMEA CABEZA DE VACA, SECRETARY GENERAL AND SECRETARY OF THE BOARD OF
"BANCO SANTANDER, S.A.",
CERTIFY: That, in accordance with the minutes of the meeting of the Ordinary
General Shareholders' Meeting of this entity, validly held on 11 June 2010, the
following resolutions were passed:
""One: To approve 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 31 December 2009.
Two: To approve the application of results obtained by the Bank during Fiscal
Year 2009, which amount up to 4,150,812,502.10 Euros, distributing them as
follows:
+-------+----------+-------------------------+--------------------------------------+
| Euros | | 28,927,648.26 | to increase the Voluntary Reserve. |
| | | | |
+-------+----------+-------------------------+--------------------------------------+
| Euros | | 4,121,884,853.84 | for the payment of dividends, which |
| | | | have already been paid out prior to |
| | | | the date of the ordinary General |
| | | | Shareholders' Meeting (3,939.9 |
| | | | million Euros) and the acquisition |
| | | | of free-of-charge allotment rights, |
| | | | with a waiver of the exercise, of |
| | | | those shareholders who chose to |
| | | | receive cash remuneration, |
| | | | equivalent to the second interim |
| | | | dividend (182.0 million Euros), |
| | | | under the Santander Scrip Dividend |
| | | | programme. |
+-------+----------+-------------------------+--------------------------------------+
| Euros | | 4,150,812,502.10 | in total. |
| | | | |
+-------+----------+-------------------------+--------------------------------------+
In addition to the said amount of 4,121.9 million Euros, a further 796.7 million
Euros will be used to remunerate shareholders under such programme and through
the increase in paid-in capital approved by the shareholders at the General
Shareholders' Meeting held on June 19, 2009, under Item Eight of the agenda.
Three:
THREE A: To appoint Mr. Ángel Jado Becerro de Bengoaas director.
With respect to the annual renewal of one-fifth of board positions provided by
Article 55 of the Bylaws, and notwithstanding the effectiveness through 2011 of
the positions of the persons listed in items THREE C, D and E:
THREE B: To re-elect Mr. Francisco Javier Botín-Sanz de Sautuola y O'Shea as
director.
THREE C: To re-elect Ms. Isabel Tocino Biscarolasaga as director.
THREE D: To re-elect Mr. Fernando de Asúa Álvarez as director.
THREE E: To re-elect Mr. Alfredo Sáenz Abadas director.
Accordingly, as a result of said appointment and re-elections, the Board of
Directors has a total of 20 members.
Four: To re-elect the firm Deloitte, S.L., with a registered office in Madrid,
at Plaza Pablo Ruiz Picasso, 1, Torre Picasso, and Tax ID Code B-79104469, as
Auditor of Accounts for verification of the annual accounts and management
report of the Bank and of the consolidated Group for Fiscal Year 2010.
Five:
I) To deprive of effect, to the extent of the unused amount, the
authorisation granted by the shareholders acting at the ordinary General
Shareholders' Meeting of 19 June 2009 for the derivative acquisition of treasury
shares by the Bank and the Subsidiaries comprising the Group.
II) To grant express authorisation for the Bank and the subsidiaries
comprising the Group to acquire shares representing the capital stock of the
Bank for any valuable consideration permitted by Law, within the limits of and
subject to any legal requirements, up to a maximum limit - including the shares
they already hold - of a number of shares equivalent to 10 per cent of the
capital stock existing at any given time, or to such greater percentage as may
be established by Law during the effectiveness of this authorisation, which
shares shall be fully paid-in, at a minimum price per share equal to the par
value and a maximum price of up to 3 per cent over the last listing price for
transactions in which the Bank does not act for its own account on the
Electronic Market of the Spanish Stock Exchanges (including the block market)
prior to the acquisition in question. This authorization may only be exercised
within five years from the date on which the General Shareholders' Meeting is
held. The authorisation includes the acquisition of shares, if any, that must be
conveyed directly to the employees and management of the Company, or that must
be conveyed as a result of the exercise of the options they hold.
Six:
I) To deprive of effect the authorization granted by the shareholders
at the ordinary General Shareholders' Meeting of 19 June 2009 by means of
resolution SIX. II).
II) To delegate to the Board of Directors, pursuant to the provisions
of Section 153.1.a) of the Business Corporations Law, the broadest powers to do
the following within one year from the date on which this General Shareholders'
Meeting is held: set the date and terms and conditions, as to all matters not
provided for by the shareholders themselves acting at the General Shareholders'
Meeting, for a capital increase approved at such General Shareholders' Meeting
in the amount of FIVE HUNDRED MILLION EUROS.
In exercising these delegated powers, the Board of Directors shall (by way of
example and not of limitation) determine if the capital increase shall be
carried out by issuing new shares - with or without a premium and with or
without voting rights - or by increasing the par value of existing shares
through new cash contributions; determine the deadline for exercising
pre-emptive rights where applicable in the event of the issuance of new shares;
freely offer the shares not subscribed for by such deadline; establish that, in
the event the issue is not fully subscribed for, the capital will be increased
only by the amount of the actual subscriptions; and amend the article of the
Company's Bylaws regarding share capital.
If the Board of Directors does not exercise the powers delegated to it within
the period provided by the shareholders acting at the General Shareholders'
Meeting for carrying out this resolution, such powers shall become void once the
deadline has passed.
The Board of Directors is also authorized to delegate to the Executive Committee
the delegable powers granted pursuant to this resolution.
Seven:
Seven A.- Increase in share capital with charge to reserves
1.- Capital increase
It is resolved to increase the share capital in the amount resulting from
multiplying (a) the par value of one-half (0.5) euro per share of Banco
Santander, S.A. ("Banco Santander" or the "Bank") by (b) the determinable number
of new shares of Banco Santander resulting from the formula set forth in point 2
below (the "New Shares").
The capital increase is carried out through the issuance of the New Shares,
which shall be ordinary shares with a par value of one-half (0.5) euro each, of
the same class and series as those currently outstanding, represented in
book-entry form.
The capital increase is entirely charged to the freely distributable reserve
called voluntary reserves, originating from retained earnings, which amounts to
2,311 million Euros as of 31 December 2009.
The New Shares are issued at par value, that is, for their par value of one-half
(0.5) euro, with no issue premium, and will be allotted free of charge to the
shareholders of the Bank.
In accordance with Section 161 of the Spanish Business Corporations Law ("Ley de
Sociedades Anónimas"), the possibility of incomplete allotment of the capital
increase is foreseen in the event that Banco Santander, a company of its group
or a third party waives all or part of their free allotment rights. Should such
waiver occur, the share capital would be increased in the relevant amount.
2.- New Shares to be issued
The number of New Shares will be obtained by applying the following formula,
rounded down to the nearest whole number:
+--------------------------+
| NAN = NTAcc / Num. |
| rights |
+--------------------------+
where,
NAN = Number of New Shares to be issued;
NTAcc = Number of Banco Santander shares outstanding on the date the Board of
Directors or, by delegation therefrom, the Executive Committee agrees to execute
the capital increase; and
Num. rights = Number of free allotment rights needed for the allotment of one
New Share, which number will be obtained by applying the following formula,
rounded up to the nearest whole number:
Num. rights = NTAcc / Num. provisional shares.
where,
Num. provisional shares = 1,000,000,000 / PreCot.
PreCot will be the average of the weighted average price of the shares of the
Bank on the Spanish Stock Exchanges in the 5 business days prior to the
resolution of the Board of Directors, or the Executive Committee by delegation
thereof, to execute the capital increase, rounded up or down to the nearest
thousandth of a Euro and, in case of half a thousandth of a Euro, rounded up to
the nearest thousandth.
3.- Free allotment rights
Each outstanding share of the Bank will grant its holder one free allotment
right.
The number of free allotment rights needed to receive a New Share will be
automatically determined according to the proportion between the number of New
Shares and the number of outstanding shares (NTAcc). In particular, shareholders
will be entitled to receive one New Share for each number of free allotment
rights, calculated in accordance with section 2 (Num. rights) held by them.
The holders of bonds convertible into shares of Banco Santander currently
outstanding will not have free allotment rights; however, if applicable, they
will be entitled to the amendment of the conversion ratio of bonds per shares,
in proportion to the amount of the capital increase.
In the event that (i) the number of free allotment rights needed for the
allotment of one share (Num. rights) multiplied by the New Shares (NAN) is lower
than (ii) the number of outstanding shares (NTAcc), Banco Santander, or a
company of its group, will waive a number of free allotment rights equal to the
difference between the two figures, for the sole purpose of having a whole
number of New Shares and not a fraction.
The free allotment rights will be allotted to the shareholders of Banco
Santander who appear as such in the book-entry registries of Sociedad de Gestión
de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U.
(Iberclear) ("Iberclear") at 23:59 on the day of publication of the announcement
of the capital increase in the Official Bulletin of the Commercial Registry
(Boletín Oficial del Registro Mercantil). During the free allotment rights
trading period, a sufficient number of free allotment rights may be acquired on
the market in the proportion needed to subscribe for New Shares. The free
allotment rights shall be traded on the market during the term determined by the
Board of Directors, or the Executive Committee by delegation thereof, with a
minimum term of fifteen calendar days.
4.- Irrevocable undertaking to acquire free allotment rights
The Bank or, with the Bank's guarantee, the company of its Group that shall be
determined, will make an irrevocable undertaking to acquire the free allotment
rights at the price indicated below. The Purchase Undertaking will be in force
and may be accepted during the term, within the free allotment rights trading
period, that will be determined by the Board of Directors, or the Executive
Committee by delegation thereof. To this end, it is resolved to authorize the
Bank, or the respective company of its group, to acquire such free allotment
rights (as well as the shares corresponding to those rights), with the maximum
limit of the total of the rights issued and having to comply at all times with
the applicable legal requirements. The "Purchase Price" of each free allotment
right will be equal to the price resulting from the following formula, rounded
up or down to the nearest thousandth of a Euro and, in case of half a thousandth
of a Euro, rounded up to the nearest thousandth:
Purchase Price = PreCot / (Num. rights+1)
5.- Balance sheet and reserve to which the share capital increase will be
charged
The balance sheet used for purposes of this capital increase is that
corresponding to 31 December 2009, duly audited and approved by this ordinary
General Shareholders' Meeting.
As indicated above, the capital increase will be charged entirely to the freely
distributable reserve called voluntary reserves, and originating from retained
earnings, which amounted to 2,311 million Euros as of 31 December 2009.
6.- Representation of the New Shares
The shares to be issued will be represented in book-entry form and the relevant
records shall be kept by Sociedad de Gestión de los Sistemas de Registro,
Compensación y Liquidación de Valores, S.A.U. (Iberclear) and its participant
entities.
7.- Rights of the New Shares
The New Shares will confer the same voting and economic rights upon their
holders as the currently outstanding ordinary shares of Banco Santander from the
date on which the capital increase is declared to be subscribed and paid up.
8.- Shares in deposit
Once the free allotment rights trading period has ended, the New Shares that
have not been capable of being allotted due to causes not attributable to Banco
Santander will be maintained in deposit and available to those who evidence
lawful ownership of the relevant free allotment rights. Three years after the
ending date of the free allotment rights trading period, the shares still
pending to be allotted may be sold at the risk and expense of the interested
parties in accordance with Section 59 of the Spanish Business Corporation Law.
The net amount of the sale will be deposited in the Bank of Spain or in the
General Deposit Bank (Caja General de Depósitos) at the disposal of the
interested parties.
9.- Application for the admission to listing
It is resolved to apply for the listing of the New Shares on the Madrid,
Barcelona, Bilbao and Valencia Stock Exchanges through the Spanish Automated
Quotation System, as well as to take the steps and actions that may be necessary
and file the required documents with the competent bodies of the foreign Stock
Exchanges on which Banco Santander shares are traded (currently Lisbon, London,
Milan, Buenos Aires, Mexico and, through ADSs (American Depositary Shares), the
New York Stock Exchange) in order for the New Shares issued under this capital
increase to be admitted to trading, expressly stating Banco Santander's
submission to such rules as may be in force or hereafter be issued on stock
exchange matters and, especially, on trading, continued listing and delisting.
It is expressly stated that, if the delisting of the Banco Santander shares is
subsequently requested, the delisting resolution will be adopted with the same
formalities that may be applicable and, in such event, the interests of
shareholders opposing the delisting resolution or not voting it will be
safeguarded in compliance with the requirements established in the Spanish
Business Corporation Law and related provisions, all in accordance with the
provisions of Law 24/1988, of 28 July, on the Securities Market and its
implementing provisions in force at the relevant time.
10.- Execution of the capital increase
Within one year from the date of this resolution, the Board of Directors, or the
Executive Committee by delegation thereof, may resolve to execute the capital
increase and to set forth the conditions of the capital increase regarding those
matters not provided for in the current resolution. However, if the Board of
Directors does not consider it advisable to execute the capital increase, it may
propose to the General Shareholders' Meeting that the capital increase be
revoked.
Upon completion of the free allotment rights trading period:
(a) The New Shares will be allotted to those who, in accordance with the
book-entry registry of Iberclear and its participant entities, are holders of
free allotment rights in the proportion resulting from section 3 above.
(b) The Board of Directors, or the Executive Committee by delegation
thereof, will declare the free allotment rights trading period closed and will
reflect in the Bank's accounts the application of the voluntary reserves to the
capital increase in the relevant amount, thus fully paying-up the New Shares.
Likewise, upon the termination of the free allotment rights trading period, the
Board of Directors, or the Executive Committee by delegation thereof, will pass
the relevant resolutions amending the Bylaws in order to reflect the new share
capital figure resulting from the capital increase and applying for the
admission to listing of the New Shares on the Spanish and foreign Stock
Exchanges on which shares of the Bank are listed.
11.- Delegation for the execution
In accordance with Section 153.1.a) of the Spanish Business Corporations Law, it
is resolved to empower the Board of Directors with express authority to delegate
in turn to the Executive Committee, to establish the terms and conditions of the
capital increase as to all matters not provided for in the current resolution.
For illustrative purposes only, the Board of Directors is empowered, with
express authorisation to empower the Executive Committee:
1.- To determine the date on which the agreed resolution of capital
increase will be executed, which must in any event occur within one year from
its approval.
2.- To determine the exact amount of the capital increase, the number of
New Shares and the free allotment rights needed for the allotment of New Shares
in accordance with the rules established by this General Shareholders' Meeting.
3.- To determine the duration of the free allotment rights trading period.
4.- To declare the capital increase closed and executed.
5.- To amend sub-sections 1 and 2 of article 5 of Banco Santander's Bylaws
regarding share capital to conform it to the capital increase.
6.- To waive the New Shares corresponding to the free allotment rights
owned by the Bank at the end of the trading period of such rights.
7.- To take such actions as may be necessary to have the New Shares issued
in the capital increase registered in the book-entry registry of Iberclear and
admitted to listing on the national and international Stock Exchanges on which
the shares of the Bank are listed, in accordance with the applicable
requirements for each of the aforementioned Stock Exchanges.
8.- To carry out all actions as may be necessary or convenient to achieve
the execution and formalisation of the capital increase before any entities and
public or private authorities, Spanish or foreign, including actions of
statement, supplement or remedy of defects or omissions that may prevent or
hinder the full effect of the preceding resolutions.
Seven B.- Increase in share capital with charge to reserves
1.- Capital increase
It is resolved to increase the share capital in the amount resulting from
multiplying (a) the par value of one-half (0.5) euro per share of Banco
Santander, S.A. ("Banco Santander" or the "Bank") by (b) the determinable number
of new shares of Banco Santander resulting from the formula set forth in point 2
below (the "New Shares").
The capital increase is carried out through the issuance of the New Shares,
which shall be ordinary shares with a par value of one-half (0.5) euro each, of
the same class and series as those currently outstanding, represented in
book-entry form.
The capital increase is entirely charged to the freely distributable reserve
called voluntary reserves, originating from retained earnings, which amounts to
2,311 million Euros as of 31 December 2009.
The New Shares are issued at par value, that is, for their par value of one-half
(0.5) euro, with no issue premium, and will be allotted free of charge to the
shareholders of the Bank.
In accordance with Section 161 of the Spanish Business Corporations Law ("Ley de
Sociedades Anónimas"), the possibility of incomplete allotment of the capital
increase is foreseen in the event that Banco Santander, a company of its group
or a third party waives all or part of their free allotment rights. Should such
waiver occur, the share capital would be increased in the relevant amount.
2.- New Shares to be issued
The number of New Shares will be obtained by applying the following formula,
rounded down to the nearest whole number:
+--------------------------+
| NAN = NTAcc / Num. |
| rights |
+--------------------------+
where,
NAN = Number of New Shares to be issued;
NTAcc = Number of Banco Santander shares outstanding on the date the Board of
Directors or, by delegation therefrom, the Executive Committee agrees to execute
the capital increase; and
Num. rights = Number of free allotment rights needed for the allotment of one
New Share, which number will be obtained by applying the following formula,
rounded up to the nearest whole number:
Num. rights = NTAcc / Num. provisional shares.
where,
Num. provisional shares = 1,000,000,000 / PreCot.
PreCot will be the average of the weighted average price of the shares of the
Bank on the Spanish Stock Exchanges in the 5 business days prior to the
resolution of the Board of Directors, or the Executive Committee by delegation
thereof, to execute the capital increase, rounded up or down to the nearest
thousandth of a Euro and, in case of half a thousandth of a Euro, rounded up to
the nearest thousandth.
3.- Free allotment rights
Each outstanding share of the Bank will grant its holder one free allotment
right.
The number of free allotment rights needed to receive a New Share will be
automatically determined according to the proportion between the number of New
Shares and the number of outstanding shares (NTAcc). In particular, shareholders
will be entitled to receive one New Share for each number of free allotment
rights, calculated in accordance with section 2 (Num. rights) held by them.
The holders of bonds convertible into shares of Banco Santander currently
outstanding will not have free allotment rights; however, if applicable, they
will be entitled to the amendment of the conversion ratio of bonds per shares,
in proportion to the amount of the capital increase.
In the event that (i) the number of free allotment rights needed for the
allotment of one share (Num. rights) multiplied by the New Shares (NAN) is lower
than (ii) the number of outstanding shares (NTAcc), Banco Santander, or a
company of its group, will waive a number of free allotment rights equal to the
difference between the two figures, for the sole purpose of having a whole
number of New Shares and not a fraction.
The free allotment rights will be allotted to the shareholders of Banco
Santander who appear as such in the book-entry registries of Sociedad de Gestión
de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U.
(Iberclear) ("Iberclear") at 23:59 on the day of publication of the announcement
of the capital increase in the Official Bulletin of the Commercial Registry
(Boletín Oficial del Registro Mercantil). During the free allotment rights
trading period, a sufficient number of free allotment rights may be acquired on
the market in the proportion needed to subscribe for New Shares. The free
allotment rights shall be traded on the market during the term determined by the
Board of Directors, or the Executive Committee by delegation thereof, with a
minimum term of fifteen calendar days.
4.- Irrevocable undertaking to acquire free allotment rights
The Bank or, with the Bank's guarantee, the company of its Group that shall be
determined, will make an irrevocable undertaking to acquire the free allotment
rights at the price indicated below. The Purchase Undertaking will be in force
and may be accepted during the term, within the free allotment rights trading
period, that will be determined by the Board of Directors, or the Executive
Committee by delegation thereof. To this end, it is resolved to authorize the
Bank, or the respective company of its group, to acquire such free allotment
rights (as well as the shares corresponding to those rights), with the maximum
limit of the total of the rights issued and having to comply at all times with
the applicable legal requirements. The "Purchase Price" of each free allotment
right will be equal to the price resulting from the following formula, rounded
up or down to the nearest thousandth of a Euro and, in case of half a thousandth
of a Euro, rounded up to the nearest thousandth:
Purchase Price = PreCot / (Num. rights+1)
5.- Balance sheet and reserve to which the share capital increase will be
charged
The balance sheet used for purposes of this capital increase is that
corresponding to 31 December 2009, duly audited and approved by this ordinary
General Shareholders' Meeting.
As indicated above, the capital increase will be charged entirely to the freely
distributable reserve called voluntary reserves, and originating from retained
earnings, which amounted to 2,311 million Euros as of 31 December 2009.
6.- Representation of the New Shares
The shares to be issued will be represented in book-entry form and the relevant
records shall be kept by Sociedad de Gestión de los Sistemas de Registro,
Compensación y Liquidación de Valores, S.A.U. (Iberclear) and its participant
entities.
7.- Rights of the New Shares
The New Shares will confer the same voting and economic rights upon their
holders as the currently outstanding ordinary shares of Banco Santander from the
date on which the capital increase is declared to be subscribed and paid up.
8.- Shares in deposit
Once the free allotment rights trading period has ended, the New Shares that
have not been capable of being allotted due to causes not attributable to Banco
Santander will be maintained in deposit and available to those who evidence
lawful ownership of the relevant free allotment rights. Three years after the
ending date of the free allotment rights trading period, the shares still
pending to be allotted may be sold at the risk and expense of the interested
parties in accordance with Section 59 of the Spanish Business Corporation Law.
The net amount of the sale will be deposited in the Bank of Spain or in the
General Deposit Bank (Caja General de Depósitos) at the disposal of the
interested parties.
9.- Application for the admission to listing
It is resolved to apply for the listing of the New Shares on the Madrid,
Barcelona, Bilbao and Valencia Stock Exchanges through the Spanish Automated
Quotation System, as well as to take the steps and actions that may be necessary
and file the required documents with the competent bodies of the foreign Stock
Exchanges on which Banco Santander shares are traded (currently Lisbon, London,
Milan, Buenos Aires, Mexico and, through ADSs (American Depositary Shares), the
New York Stock Exchange) in order for the New Shares issued under this capital
increase to be admitted to trading, expressly stating Banco Santander's
submission to such rules as may be in force or hereafter be issued on stock
exchange matters and, especially, on trading, continued listing and delisting.
It is expressly stated that, if the delisting of the Banco Santander shares is
subsequently requested, the delisting resolution will be adopted with the same
formalities that may be applicable and, in such event, the interests of
shareholders opposing the delisting resolution or not voting it will be
safeguarded in compliance with the requirements established in the Spanish
Business Corporation Law and related provisions, all in accordance with the
provisions of Law 24/1988, of 28 July, on the Securities Market and its
implementing provisions in force at the relevant time.
10.- Execution of the capital increase
Within one year from the date of this resolution, the Board of Directors, or the
Executive Committee by delegation thereof, may resolve to execute the capital
increase and to set forth the conditions of the capital increase regarding those
matters not provided for in the current resolution. However, if the Board of
Directors does not consider it advisable to execute the capital increase, it may
propose to the General Shareholders' Meeting that the capital increase be
revoked. In particular, in order to decide on executing the increase, the Board
of Directors, or the Executive Committee by delegation thereof, shall analyze
and take into account market conditions and the level of acceptances of the
capital increase approved by the shareholders at this General Meeting under item
Seven A) above, if executed, and if the Board does not consider it advisable
execution to be advisable, it shall propose revocation thereof to the
shareholders at the General Shareholders' Meeting.
Upon completion of the free allotment rights trading period:
(a) The New Shares will be allotted to those who, in accordance with the
book-entry registry of Iberclear and its participant entities, are holders of
free allotment rights in the proportion resulting from section 3 above.
(b) The Board of Directors, or the Executive Committee by delegation
thereof, will declare the free allotment rights trading period closed and will
reflect in the Bank's accounts the application of the voluntary reserves to the
capital increase in the relevant amount, thus fully paying-up the New Shares.
Likewise, upon the termination of the free allotment rights trading period, the
Board of Directors, or the Executive Committee by delegation thereof, will pass
the relevant resolutions amending the Bylaws in order to reflect the new share
capital figure resulting from the capital increase and applying for the
admission to listing of the New Shares on the Spanish and foreign Stock
Exchanges on which shares of the Bank are listed.
11.- Delegation for the execution
In accordance with Section 153.1.a) of the Spanish Business Corporations Law, it
is resolved to empower the Board of Directors with express authority to delegate
in turn to the Executive Committee, to establish the terms and conditions of the
capital increase as to all matters not provided for in the current resolution.
For illustrative purposes only, the Board of Directors is empowered, with
express authorisation to empower the Executive Committee:
1.- To determine the date on which the agreed resolution of capital
increase will be executed, which must in any event occur within one year from
its approval.
2.- To determine the exact amount of the capital increase, the number of
New Shares and the free allotment rights needed for the allotment of New Shares
in accordance with the rules established by this General Shareholders' Meeting.
3.- To determine the duration of the free allotment rights trading period.
4.- To declare the capital increase closed and executed.
5.- To amend sub-sections 1 and 2 of article 5 of Banco Santander's Bylaws
regarding share capital to conform it to the capital increase.
6.- To waive the New Shares corresponding to the free allotment rights
owned by the Bank at the end of the trading period of such rights.
7.- To take such actions as may be necessary to have the New Shares issued
in the capital increase registered in the book-entry registry of Iberclear and
admitted to listing on the national and international Stock Exchanges on which
the shares of the Bank are listed, in accordance with the applicable
requirements for each of the aforementioned Stock Exchanges.
8.- To carry out all actions as may be necessary or convenient to achieve
the execution and formalisation of the capital increase before any entities and
public or private authorities, Spanish or foreign, including actions of
statement, supplement or remedy of defects or omissions that may prevent or
hinder the full effect of the preceding resolutions.
Eight:
I) To rescind and deprive of any effect, to the extent of the unused part,
resolution NINE II) of the ordinary General Shareholders' Meeting of June 19,
2009.
II) To delegate to the Board of Directors, in accordance with the general
regulations on the issuance of debentures and pursuant to the provisions of
Section 319 of the Regulations of the Commercial Registry, the power to issue,
on one or more occasions, debentures, bonds and other simple fixed-income
securities or debt instruments of a similar nature (including certificates,
promissory notes or warrants) as well as fixed-income securities that are
convertible into and/or exchangeable for shares of the Company, all in
accordance with the following conditions:
1. Securities to be issued. The securities covered by this delegation may
be debentures, bonds and other simple fixed-income securities or debt
instruments of a similar nature in any of the forms admitted by Law, including
certificates, promissory notes or warrants or similar securities that might give
the holders thereof, directly or indirectly, the right to subscribe or purchase
newly-issued shares of the Company or shares that are already outstanding,
payable by means of physical delivery or set-off. The delegated powers also
cover fixedincome securities that are convertible into and/or exchangeable for
shares of the Company.
2. Period of the delegation. The securities may be issued on one or more
occasions, at any time, within a maximum period of five (5) years from the date
of adoption of this resolution.
3. Maximum amount. The aggregate maximum amount of the issuance or
issuances of securities to be made under this delegation is FORTY-TWO THOUSAND
MILLION EUROS or the equivalent thereof in another currency. This limit, in
turn, is divided into the following two limits:
(i) The total maximum amount of the issuance or issuances of convertible
and/or exchangeable fixed-income securities to be approved pursuant to this
delegation shall be SEVEN THOUSAND MILLION EUROS or the equivalent thereof in
another currency.
(ii) The maximum total amount of the issuance or issuances of securities other
than those described under (i) above to be made in reliance on this delegation
is THIRTY-FIVE THOUSAND MILLION EUROS or the equivalent thereof in another
currency.
For purposes of calculating the above-mentioned limit, in the case of
warrants there shall be taken into account the sum of the premiums and exercise
prices of the warrants of each issuance approved pursuant to the powers
delegated hereby. In the case of promissory notes or similar securities, the
outstanding limit of those issued in reliance on this delegation shall be
calculated for purposes of the above-mentioned limit.
It is stated for the record that, as provided in Section 111 bis of
Law 24/1988 of 28 July and the Fourth Additional Provision of Law 26/1988 of 29
July, the limitation relating to the issuance of debentures established in
subsection 1 of Section 282 of the Business Corporations Law does not apply to
the Bank.
4. Scope of the delegation. In the exercise of the delegated powers
granted herein, and by way of example and not limitation, the Board of Directors
shall be responsible for determining the amount of each issuance, always within
the stated overall quantitative limit; the place of issuance (domestic or
foreign) and the currency, and, if it is foreign, the equivalent thereof in
Euros; the denomination, whether bonds or debentures or any other denomination
permitted by Law (including those that are subordinated, if any, and included in
sub-section 1 of Section 7 of Law 13/1985 of 25 May and in Section 12.1 of Royal
Decree 216/2008 of 15 February); the issuance date(s); if the securities are not
convertible, the possibility of their being exchangeable, in whole or in part,
for outstanding shares of the issuing Company or other entities -and, if
exchangeable, the circumstance permitting their mandatory or voluntary exchange,
and, in the latter case, at the option of the holder of the securities or of the
issuer- or including a call option on the above-mentioned shares; the interest
rate, dates, and procedures for payment of the coupon; whether they are to be
permanent or callable, and, in the latter case, the repayment period and
maturity date; the type of repayment, premiums and tranches; guarantees,
including mortgages; form of representation, whether certificated or via
bookentry; the number of securities and the nominal value thereof which, in the
case of convertible and/or exchangeable securities, shall not be less than the
nominal value of the shares; pre-emptive rights, if any, and subscription
procedure; applicable law, whether domestic or foreign; the request, if any, for
admission to trading on official or unofficial, organized or unorganized,
domestic or foreign secondary markets of the securities that are issued in
compliance with the requirements in each case established by applicable laws and
regulations; and, in general, any other condition to issuance, and, if
appropriate, appointing the Examiner (Comisario), and approving the basic rules
that are to govern the legal relations between the Bank and the Syndicate, if
any, of holders of the securities that are issued.
The delegation also includes the grant to the Board of Directors of the power,
in each case, to decide the conditions for repayment of the fixed-income
securities issued in reliance on this authorization, and it may use the means of
withdrawal referred to in sub-sections a), b), and c) of Section 306 of the
Business Corporations Law. In addition, the Board of Directors is authorized,
whenever it deems appropriate, and subject to the necessary official
authorizations being obtained as well as, if required, the approval of the
Meetings of the respective Syndicates of Holders of the securities, to amend the
conditions for repayment of the fixed-income securities issued and the maturity
thereof, as well as the interest rate, if any, of those included in each of the
issuances made pursuant to this authorization.
5. Basis and methods for conversion and/or exchange. In the event of
issuances of fixed-income securities that are convertible into and/or
exchangeable for shares and for purposes of determining the basis and methods
for the conversion and/or exchange, the following standards are hereby approved:
(i) Securities issued pursuant to this resolution shall be convertible into
new shares of the Bank and/or exchangeable for outstanding shares of this entity
in accordance with a fixed (determined or determinable) or variable conversion
and/or exchange ratio, with the Board of Directors being authorized to determine
whether they shall be convertible and/or exchangeable, and also to determine
whether they are mandatorily or voluntarily convertible and/or exchangeable, and
if voluntarily, at the option of their holder or of the issuer, at the intervals
and during the term established in the issuance resolution, which shall not
exceed fifteen (15) years from the date of issuance.
(ii) For purposes of the conversion and/or exchange, the fixed-income
securities shall be valued at their nominal amount and the shares shall be
valued at the exchange rate determined in the resolution of the Board of
Directors making use of this delegation, or at the exchange rate determinable on
the date or dates specified in the resolution of the Board, and based on the
listing price of the Bank's shares on the Stock Exchange on the date(s) or
during the period(s) taken as a reference in such resolution, with or without a
discount, and in any case with a minimum of the greater of (a) the average
exchange rate for the shares on the Continuous Market of the Spanish Stock
Exchanges, based on closing prices, for a period to be determined by the Board
of Directors not more than three months nor less than fifteen calendar days
prior to the date of adoption by the Board of the resolution for the issuance of
the fixedincome securities, and (b) the exchange rate for the shares on such
Continuous Market according to the closing price on the day preceding the day of
the adoption of such issuance resolution.
(iii) The issuance of convertible and/or exchangeable fixed-income securities
at a variable conversion and/or exchange ratio may also be approved. In such
case, the price of the shares for purposes of the conversion and/or exchange
shall be the arithmetical mean of the closing prices of the shares of the
Company on the Continuous Market for a period to be determined by the Board of
Directors, not more than three months nor less than five days prior to the date
of conversion and/or exchange, at a premium or at a discount, as the case may
be, with respect to such price per share. The premium or discount may be
different for each conversion and/or exchange date of each issuance (or for each
tranche of an issuance, if any), provided, however, that if a discount is set on
the price per share, such discount may not be greater than 30%.
(iv) If the issuance is convertible and exchangeable, the Board may also
provide that the issuer reserves the right to choose at any time between
conversion into new shares or exchange for outstanding shares, specifying the
nature of the shares to be delivered upon conversion or exchange, and may also
choose to deliver a combination of newly-issued shares and existing shares. In
any event, the issuer must respect equality of treatment among all of the
holders of the fixed-income securities that are converted and/or exchanged on
any given date.
(v) Upon conversion and/or exchange, the fractional shares that may need to be
delivered to the holder of the debentures shall be rounded by default to the
immediately lower whole number, and each holder shall receive in cash any
difference that may arise under such circumstances.
(vi) Under no circumstances shall the value of the shares for the purposes of
the ratio for the conversion of the debentures into shares be lower than the
nominal value thereof. Pursuant to the provisions of Section 292.3 of the
Business Corporations Law, debentures shall not be converted into shares when
the nominal value of the former is lower than that of the latter. Convertible
debentures shall likewise not be issued for an amount lower than their nominal
value.
Upon approval of an issuance of convertible debentures pursuant to the
authorization granted by the shareholders at the Meeting, the Board of Directors
shall issue a directors' report further developing and specifying the basis and
methods for the conversion that are specifically applicable to such issuance,
based on the above-described standards. This report shall be accompanied by the
corresponding auditors' report referred to in Section 292 of the Business
Corporations Law.
6. Rights of the holders of convertible securities. To the extent that the
conversion and/or exchange into shares of the fixed-income securities that may
be issued is possible, the holders thereof shall have such rights as are
attributed thereto by the legislation in force.
7. Capital increase and exclusion of pre-emptive rights in connection with
convertible securities. The delegation to the Board of Directors shall also
include, by way of example and not of limitation, the following powers:
(i) The power for the Board of Directors, within the scope of the provisions
of Sections 159 and 293 of the Business Corporations Law, to totally or
partially exclude the pre-emptive rights of shareholders, when such exclusion is
required to obtain capital in the international markets, for the use of
bookbuilding techniques, or when in any other manner justified by the Company's
interest. In any event, if the Board decides to eliminate pre-emptive rights
with respect to a specific issuance of convertible debentures that it may decide
to make in reliance on this authorization, at the time of approving the issuance
and in accordance with applicable laws and regulations, it shall issue a report
detailing the specific reasons of corporate interest that justify such measure,
which shall be the subject of the corresponding auditor's report in accordance
with Section 293.3 of the Business Corporations Law. Such reports shall be made
available to the shareholders and shall be communicated to the shareholders at
the first General Shareholders' Meeting to be held after the adoption of the
capital increase resolution.
(ii) The power to increase capital by the amount necessary to handle the
requests for conversion. Such power may only be exercised to the extent that the
Board, adding together the capital that is increased in order to cover the
issuance of convertible debentures and the remaining capital increases that have
been approved within the scope of authorizations granted by the shareholders at
the General Shareholders' Meeting, does not exceed the limit of one-half of the
share capital amount specified in Section 153.1.b) of the Business Corporations
Law. This authorization to increase capital includes authorization to issue and
place into circulation, on one or more occasions, the shares representing such
capital that are necessary to implement the conversion, and authorization to
revise the text of the article of the Bylaws relating to the amount of the share
capital and, if applicable, to nullify the portion of such capital increase that
was not needed for conversion into shares.
(iii) The power to further develop and specify the basis and methods for the
conversion and/or exchange, taking into account the standard set forth in item 5
above and, in general and as broadly as possible, the determination of all
matters and conditions that may be necessary or appropriate for the issuance.
At subsequent general shareholders' meetings held by the Company, the
Board of Directors shall inform the shareholders on the use, if any, that has
been made through such time of the delegated power to issue convertible and/or
exchangeable debentures.
8. Convertible warrants: The rules set forth in sub-sections 5 through 7
above shall apply, mutatis mutandi, in the event that warrants or other similar
securities are issued that might entitle the holders thereof, directly or
indirectly, to subscribe newly-issued shares of the Company; the delegation
includes full powers, with the same scope as in the previous paragraphs, to
decide on all matters it deems appropriate in connection with that kind of
securities.
9. Admission to trading. When appropriate, the Company shall request that
the debentures issued pursuant to this delegation be admitted to trading on
official or unofficial, organized or unorganized, domestic or foreign markets of
the securities issued pursuant to the powers delegated hereby, with the Board of
Directors being authorized to carry out the procedures and activities before the
competent bodies of the various domestic or foreign securities markets that may
be necessary for admission to listing.
10. Delegation. In turn, the Board of Directors is hereby authorized to
delegate to the Executive Committee those powers conferred pursuant to this
resolution that may be delegated.
Nine:
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.
Within the framework of approval by the Board of Directors of the Bank,
following a proposal from the Appointments and Remuneration Committee, of the
long-term incentive policy and the plans that make up such policy, the following
resolutions are adopted with respect to the matters for the implementation of
which the decision of the shareholders at the General Shareholders' Meeting is
required.
A) Approval of the fifth cycle of the Performance Shares Plan.
To approve the fifth share delivery cycle linked to the attainment of
objectives, which is subject to the following rules:
(i) Beneficiaries: The executive directors, other members of senior
management as well as such other officers of the Santander Group (excluding
Banesto) as determined by the Board of Directors, or the Executive Committee by
delegation therefrom. The overall number of participants is expected to be
approximately 6,500, although the Board of Directors, or the Executive Committee
by delegation therefrom, may decide to include (by promotion or addition to the
Group) or exclude other participants, without changing the maximum overall
number of shares to be delivered that is authorized at any time.
(ii) Objectives: The objectives used to determine the number of shares
for distribution (the "Objectives") are linked to Total Shareholder Return
("TSR").
For the purposes hereof, TSR shall mean the difference (expressed as a
percentage) between the final value of an investment in common shares in each of
the compared institutions at the end of the period and the value of the same
investment at the beginning of the period, taking into account that dividends or
other similar items received by the shareholders for such investment during the
corresponding period of time will be considered for the calculation of such
final value as if they had been invested in more shares of the same kind on the
first date on which the dividend or similar item was due to the shareholders and
at the average weighted listing price on such date. The determination of such
initial and final values will be based on the listing prices indicated in
sub-section (iii) below.
At the end of the respective cycle, the TSR for Santander and each of the
entities of the group identified below (the "Reference Group") will be
calculated and will be listed in descending order. The application of the TSR
indicator will determine the percentage of shares to be distributed, based on
the following scale and on the relative position of Santander within the
Reference Group:
+----------------+----------------+
| Position of | Percentage |
| Santander in | shares earned |
| the TSR |of the maximum |
| ranking | |
+----------------+----------------+
| 1st - 5th | 100.0% |
+----------------+----------------+
| 6th | 82.5% |
+----------------+----------------+
| 7th | 65.0% |
+----------------+----------------+
| 8th | 47.5% |
+----------------+----------------+
| 9th | 30.0% |
+----------------+----------------+
| 10th and | 0% |
| onwards | |
+----------------+----------------+
The Reference Group will be made up of the following 16 entities:
+--------------------------+--------------+
| Bank | Country |
+--------------------------+--------------+
| Itaú Unibanco Banco | Brazil |
| Múltiplo | |
+--------------------------+--------------+
| BBVA | Spain |
+--------------------------+--------------+
| BNP Paribas | France |
+--------------------------+--------------+
| Credit Suisse | Switzerland |
+--------------------------+--------------+
| HSBC Holdings | The UK |
+--------------------------+--------------+
| ING Group | The |
| | Netherlands |
+--------------------------+--------------+
| Intesa Sanpaolo | Italy |
+--------------------------+--------------+
| JP Morgan Chase & Co. | The USA |
+--------------------------+--------------+
| Mitsubishi UFJ Financial | Japan |
| Group | |
+--------------------------+--------------+
| Nordea Bank | Sweden |
+--------------------------+--------------+
| Royal Bank of Canada | Canada |
+--------------------------+--------------+
| Société Générale | France |
+--------------------------+--------------+
| Standard Chartered | The UK |
+--------------------------+--------------+
| UBS | Switzerland |
+--------------------------+--------------+
| UniCredit | Italy |
+--------------------------+--------------+
| Wells Fargo & Co. | The USA |
+--------------------------+--------------+
The Board, or the Executive Committee by delegation therefrom, will, after a
report from the Appointments and Remuneration Committee, have the power to
adapt, if appropriate, the composition of the Reference Group in the event of
unforeseen circumstances that may affect the entities initially comprised in
such Group. In such cases, no shares will be earned if Santander ranks below the
mean (50%ile) of the Reference Group; the maximum percentage of shares will be
earned if Santander is included in the first quartile (including the 25%ile) of
the Reference Group; 30% of the maximum number of shares will be earned at the
mean (50%ile); and, for intermediate positions between (but excluding) the mean
and the first quartile (excluding the 25%ile), it will be calculated by linear
interpolation.
(iii) Duration: This fifth cycle will comprise 2010, 2011 and 2012. For
the calculation of the TSR, the average weighted by daily volume of the average
weighted listing prices of the fifteen trading sessions immediately preceding
(but not including) 1 April 2010 will be taken into account (to calculate the
value at the beginning of the period) and that of the fifteen trading sessions
immediately preceding (but not including) 1 April 2013 (to calculate the value
at the end of the period). To receive the shares. the beneficiary in question
will be required to have been in active service with the Group, except in the
event of death or disability, through 30 June 2013. Delivery of the shares, if
appropriate, will be made not later than 31 July 2013 on the date determined by
the Board of Directors, or the Executive Committee by delegation therefrom.
The shares will be delivered by the Bank or by another company of the Group, as
the case may be.
(iv) Maximum number of shares to be delivered:
The number of shares to be delivered to each executive Director shall not exceed
the following:
+--------------------------------------+------------------+
| Executive Directors | Maximum number |
| | of shares |
+--------------------------------------+------------------+
| Mr. Emilio Botín-Sanz de Sautuola | 82,941 |
+--------------------------------------+------------------+
| Mr. Alfredo Sáenz Abad | 228,445 |
+--------------------------------------+------------------+
| Mr. Matías Rodríguez Inciarte | 105,520 |
+--------------------------------------+------------------+
| Ms. Ana Patricia Botín-Sanz de | 56,447 |
| Sautuola y O'Shea | |
+--------------------------------------+------------------+
| Mr. Francisco Luzón López | 92,862 |
+--------------------------------------+------------------+
| Mr. Juan Rodríguez Inciarte | 60,904 |
+--------------------------------------+------------------+
Without prejudice to the Banesto shares that might correspond to Ms. Patricia
Botín-Sanz de Sautuola y O'Shea under the plans that might be approved at
Banesto's General Shareholders' Meeting, the maximum number of shares referred
to in the preceding table corresponding to such executive Director must be
submitted for approval at such Meeting.
B) Approval of the first cycle of the Deferred and Conditional Share
Plan.
To approve the first cycle of the Deferred and Conditional Share Plan on the
following terms and conditions:
I. Purpose and Beneficiaries:
The first cycle of the Deferred and Conditional Share Plan shall be applied in
relation to the variable remuneration in cash or bonus for financial year 2010
(approved by the Board or by the proper body) of the executive directors of the
Bank and those officers or employees of the Santander Group whose variable
remuneration or annual bonus for 2010 is generally above the gross amount of
300,000 Euros, and consists in the deferral of a portion of said variable
remuneration or bonus for a three-year period for its payment, where applicable,
in Santander shares, in accordance with the rules set forth below.
II. Operation
In addition to the beneficiary remaining with the Santander Group, the accrual
of deferred remuneration in the form of shares is conditional upon none of the
following circumstances existing during the period prior to each of the
deliveries, in the opinion of the Board of Directors, and following a proposal
of the Appointments and Remuneration Committee:
(i) poor financial performance of the Group;
(ii) breach by the beneficiary of the internal regulations, including in
particular those related to risks;
(iii) material restatement of the Bank's financial statements, except when
pursuant to a change in the accounting standards; or
(iv) significant changes in financial capital and the qualitative assessment
of the risks.
The deferral of the bonus will last for a period of three years and will be
paid, where applicable, in three equal parts from the first year on.
The amount to be deferred shall generally be calculated in accordance with the
following scale established by the Board, based on the gross amount of variable
remuneration in cash or annual bonus corresponding to financial year 2010:
+------------------------------+------------------+
| Reference bonus | % deferred |
| (thousands of Euros) | |
+------------------------------+------------------+
| Less than or equal to 300 | 0% |
+------------------------------+------------------+
| More than 300 to 600 | 20% |
| (inclusive) | |
+------------------------------+------------------+
| More than 600 to 1,200 | 30% |
| (inclusive) | |
+------------------------------+------------------+
| Mre than 1,200 to 2,400 | 40% |
| (inclusive) | |
+------------------------------+------------------+
| More than 2,400 | 50% |
+------------------------------+------------------+
III. Maximum number of shares to be delivered
Taking into account that the estimate of the Board by virtue of the previous
scale of the overall maximum amount to be deferred in shares of the global bonus
for executive directors, officers and employees covered by this plan for
financial year 2010 amounts to one hundred (100) million Euros (the "Maximum
Amount Distributable in Shares"), the maximum number of Santander shares that
may be delivered under this cycle of the plan (the "Deferred and Conditional
Share Plan Limit") will be determined by applying the following formula:
+------------------------------------------+------------------------------+
| Deferred and Conditional Share Plan | Maximum Amount Distributable |
| Limit = | in Shares |
+ +------------------------------+
| | Santander Share Price |
+------------------------------------------+------------------------------+
where "Santander Share Price" is the daily weighted average weighted volume of
the average weighted listing prices for the 15 trading sessions prior to the
date on which the Board of Directors approves the 2010 bonus for executive
directors.
The estimate of the maximum amount deferrable in shares for all of the executive
directors of the Bank, which amounts to a total of ten (10) million Euros
("Maximum Amount Distributable in Shares for Executive Directors") is included
within the "Maximum Amount Distributable in Shares". The maximum number of
Santander shares that may be delivered under this cycle of the plan to all of
the executive directors (the "Executive Directors Share Limit"), which in turn
comes within the Deferred and Conditional Share Plan Limit, will be determined
by applying the following formula:
+------------------------------------+------------------------------------+
| | Maximum Amount Distributable in |
| Executive Directors Share Limit = | Shares for Executive Directors |
+ +------------------------------------+
| | Santander Share Price |
+------------------------------------+------------------------------------+
Without prejudice to the Banesto shares that Ms. Ana Patricia Botín-Sanz de
Sautuola y O'Shea may be entitled to by virtue of a similar resolution that may
be approved at the General Shareholders' Meeting of Banesto, the number of
shares to which the aforementioned executive Director is entitled must be put to
the shareholders at such General Shareholders' Meeting for their approval.
C) Approval of the maximum limit of shares of the Restricted Shares Plan.
To authorize the delivery of Bank shares up to a maximum of 2,500,247 shares to
be used selectively as an instrument to retain or hire managers or employees of
the Bank or of other companies of the Group, with the exception of the executive
Directors. The Board of Directors, or the Executive Committee by delegation
therefrom, shall make all decisions regarding the use of this instrument. The
overall limit established in section D of this resolution shall also be
observed.
A minimum period of permanence with the Group of 3 to 4 years will be required
of each participant. At the end of the minimum period established in each case,
the participant will be entitled to delivery of the shares.
The authorization granted herein may be used to make commitments to deliver
shares for 12 months following the date on which such authorization is granted.
D) Maximum limit for the cycles of the Performance Shares Plan and the
Restricted Shares Plan
The aggregate maximum number of shares to be delivered in relation to the cycles
referred to in Sections A) (Performance Shares Plan) and C) (Restricted Shares
Plan) of this resolution shall be 25,028,650, representing 0.304% of the share
capital as of the date hereof (the "Total Limit").
E) Other rules
In the event of a change in the number of shares due to a decrease or increase
in the par value of the shares or a transaction with an equivalent effect, the
number of shares to be delivered shall be modified so as to maintain the
percentage of the total share capital represented by them and, with respect to
the Performance Shares Plan, the corresponding adjustments shall be made in
order for the calculation of TSR to be correct.
Information from the stock exchange with the largest trading volume or, in case
of doubt, from the stock exchange of the place where the registered office is
located, shall be used to determine the listing price of each share.
If necessary or appropriate for legal, regulatory or similar reasons, the
delivery mechanisms provided for herein may be adapted in specific cases without
altering the maximum number of shares linked to the plan or the basic conditions
upon which the delivery thereof is made contingent. Such adaptations may include
the substitution of the delivery of shares for the delivery of equivalent
amounts in cash.
The shares to be delivered may be owned by the Bank or by any of its
subsidiaries, be newly-issued shares, or be obtained from third parties that
have signed agreements to ensure that the commitments made will be met.
F) Authorization
Without prejudice to the general provisions of item Ten or the foregoing
paragraphs of this item Nine A, the Bank's Board of Directors is hereby
authorized to put its previous resolutions into practice, with powers to
elaborate on the rules set forth herein, as required, and on the content of the
agreements and other documentation to be used. Specifically, and only by way of
example, the Board of Directors shall have the following powers:
(i) To approve the content of the agreements and such other supplemental
documentation as may be necessary or appropriate.
(ii) To approve all such notices and supplemental documentation as may be
necessary or appropriate to file with any government agency or private entity,
including, if required, the respective prospectuses.
(iii) To take any action, carry out any procedure or make any statement
before any public or private entity or agency to secure any required
authorization or verification.
(iv) To determine the specific number of shares to be delivered to each of
the beneficiaries under the different remuneration plans in accordance with the
corresponding terms and conditions, in each case complying with the maximum
limits established and, in the case of the Total Limit, distributing it between
the Performance Shares Plan and the Restricted Shares Plan.
(v) With respect to the Deferred and Conditional Share Plan, to reduce
the amounts which trigger the deferral in shares, apply the measures and
mechanisms that may exist to compensate the dilution effect that may occur as a
result of corporate transactions, to determine the units, areas or companies in
the Group in which said plan is to be put into practice or, in the event that
the maximum limit of shares to be delivered is exceeded, to authorize the
deferral of the excess in cash.
(vi) To interpret the foregoing resolutions, with powers to adapt them,
without affecting their basic content, to any new circumstances that may arise,
including, in particular, adapting the rules for comparison between the entities
of the Reference Group in the event of unforeseen changes, as well as the
delivery mechanisms, without altering the maximum number of shares linked to the
plans or the basic conditions upon which the delivery thereof is made
contingent. Such adaptations may include the substitution of the delivery of
shares for the delivery of equivalent amounts in cash. In addition, the Board
may adapt said plans to meet any supervening legal requirements that prevents
implementation thereof on the approved terms.
(vii) To approve the hiring of an internationally recognized third party to
verify attainment of the Objectives to which the delivery of shares is linked
during the cycles of the Performance Shares Plan and to provide advice on any
issues that may arise in the execution thereof. Specifically and without
limitation, such third party may be entrusted with:
- Obtaining the information on which the calculation of TSR is to be based,
through appropriate sources.
- Making such calculation.
- Comparing the TSR between the Bank and the entities of the Reference
Group.
- Advising on the decision regarding the manner to proceed in the event of
any unforeseen changes in the Reference Group list that require an adjustment of
the rules used to compare them for purposes of the Performance Shares Plan.
(viii) To determine if, according to the plans referred herein and
following a proposal from the Appointments and Remuneration Committee, the
conditions upon which the delivery of the corresponding shares to the
beneficiaries is made contingent have been fulfilled; with the power to modulate
the number of shares to be delivered depending on the existing circumstances.
(ix) In general, take any actions and execute all such documents as may be
necessary or appropriate.
The Board of Directors may delegate to the Executive Committee all the powers
conferred in this resolution Nine A.
The provisions of this resolution are deemed to be without prejudice to the
exercise of such powers by the Bank's subsidiaries as may be appropriate in each
case to implement the incentive policy, the plans and cycles thereof with
respect to their own managers.
Nine B: Approval of an incentive plan for employees of Santander UK plc, and of
other Group companies in the United Kingdom by means of options on shares of the
Bank and linked to the contribution of periodic cash amounts and to certain
permanence requirements
To approve a voluntary savings plan applicable to the employees of Santander UK
plc., of companies within the subgroup thereof and of the other companies of the
Santander Group registered in the United Kingdom (and in which the Group
directly or indirectly holds at least 90% of the capital), including employees
at United Kingdom branches of Banco Santander, S.A. or of companies within its
Group (in which the Group directly or indirectly holds at least 90% of the
capital). Each of the subgroups and companies will finally decide whether or not
to apply this plan to its employees. The characteristics of this plan
("sharesave scheme") are as follows:
A plan in which between 5 and 250 pounds Sterling is deducted from
the employee's net salary every month, as chosen by the employee, who may, at
the end of the chosen period (3 or 5 years), choose between collecting the
amount contributed, the interest accrued and a bonus (tax-exempt in the United
Kingdom), or exercising options on shares of Banco Santander, S.A. in an amount
equal to the sum of such three amounts at a fixed price. In case of voluntary
resignation, the employee will recover the amount contributed to that time, but
forfeits the right to exercise the options.
The exercise price in pounds Sterling shall be the result of
reducing by up to a maximum of 20% the average of the purchase and sale prices
at the close of trading in London for the 3 trading days prior to the reference
date. In the event that these listing prices are unavailable for any reason,
such reduction shall be applied to the average price weighted by average traded
volumes on the Spanish Continuous Market for the 15 trading days prior to the
reference date. This amount shall be converted into pounds Sterling for each day
of listing at the average exchange rate for that day as published in the
Financial Times, London edition, on the following day. The reference day shall
be set as the day of final approval of the plan by the British Tax Authority
("invitation date") and shall occur between 21 and 41 days following the date of
publication of the consolidated results of Banco Santander, S.A. for the first
half of 2010.
The employees must decide upon their participation in the plan
within the period between 42 and 63 days following the publication of the
consolidated results of Banco Santander, S.A. for the first half of 2010.
The maximum monthly amount that each employee may assign to all
voluntary savings plans subscribed by him/her (whether for the plan referred to
in this resolution or other past or future "sharesave" plans) is 250 pounds
Sterling.
The maximum number of shares of Banco Santander, S.A. to deliver
under this plan, approved for 2010, is 5,500,000, equal to 0.067% of the current
share capital.
The plan is subject to the approval of the taxing authorities of the
United Kingdom.
Without prejudice to the generality of the provisions of resolution
TEN below, the Board of Directors is authorized, to the broadest extent
permitted by law and with the express power of delegation to the Executive
Committee, to carry out any acts that may be necessary or merely appropriate in
order to implement the above-mentioned plan, as well as to further develop and
specify, to the extent required, the rules set forth herein. All of the
foregoing shall be deemed to be without prejudice to the acts that the
decision-making bodies of Santander UK Plc., of companies within the subgroup
thereof, and of the other companies of the Santander Group registered in the
United Kingdom or having branches therein and referred to in the first paragraph
above, have already performed or may hereafter perform in the exercise of their
powers within the framework defined by this resolution of the shareholders
acting at the Meeting, in order to implement the plan and to establish, develop
and specify the rules applicable thereto.
Ten: Without prejudice to the delegations contained in the foregoing
resolutions, it is hereby resolved:
A) To authorize the Board of Directors to interpret, remedy,
supplement, carry out and further develop the foregoing resolutions, including
the adaptation thereof to verbal or written evaluations of the Commercial
Registry or of any other authorities, officials or institutions which are
competent to do so, as well as to comply with any requirements that may legally
need to be satisfied for the effectiveness thereof, and in particular, to
delegate to the Executive Committee all or any of the powers received from the
shareholders at this General Shareholders' Meeting by virtue of the foregoing
resolutions as well as this resolution TEN.
B) To authorize Mr. Emilio Botín-Sanz de Sautuola y García de
los Ríos, Mr. Alfredo Sáenz Abad, Mr. Matías Rodríguez Inciarte, Mr. Ignacio
Benjumea Cabeza de Vaca and Mr. Jaime Pérez Renovales so that any of them,
acting severally and without prejudice to any other existing power of attorney
whereby authority is granted to record the corporate resolutions in a public
instrument, may appear before a Notary Public and execute, on behalf of the
Bank, any public instruments that may be required or appropriate in connection
with the resolutions adopted by the shareholders at this General Shareholders'
Meeting. In addition, the aforementioned gentlemen are also severally empowered
to carry out the required filing of the annual accounts and other documentation
with the Commercial Registry.""
I LIKEWISE HEREBY CERTIFY that the report approved by the Board of Directors
following the proposal by the Appointments and Remuneration Committee on
directors' remuneration policy was submitted to the shareholders for an advisory
vote at the General Meeting.
I LIKEWISE HEREBY CERTIFY that the Secretary reported to the aforementioned
General Shareholders' Meeting on the explanatory report established by article
116.bis of the Securities Market Act (Ley del Mercado de Valores) and the
amendments to the Rules and Regulations of the Board of Directors agreed since
the last General Meeting.
I FINALLY HEREBY CERTIFY that pursuant to the resolution of the Board of
Directors to require the presence of a Notary, the aforementioned General
Shareholders' Meeting was attended by Mr. Juan de Dios Valenzuela Garcia, a
member of the official association of Notaries of Cantabria, who drew up the
minutes thereof. Such notary's certificate is considered to be the minutes of
the General Meeting.
And to leave record, I sign this certification with the approval of Mr. Matías
Rodríguez Inciarte, Third Vice Chairman, in Santander on 11 June 2010.
Reviewed
Third Vice Chairman
This information is provided by RNS
The company news service from the London Stock Exchange
END
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