Resolutions - SAN
Banco Santander Central Hispano SA
25 June 2003
I, IGNACIO BENJUMEA CABEZA DE VACA, GENERAL SECRETARY AND SECRETARY OF THE
BOARD OF DIRETORS OF 'BANCO SANTANDER CENTRAL HISPANO, S.A.',
HEREBY CERTIFY: That according to the respective minutes of the validly
held Ordinary General Meeting of Shareholders of this Bank on June 21st 2003,
the resolutions literally stated below were approved:
''ONE.- To approve the Financial Statements (Balance Sheet, Earnings
Statement and Annual Report) and the corporate management of Banco Santander
Central Hispano, S.A. and its Consolidated Group referring to the year ended on
31st December 2002.
TWO.- To approve the application of the earnings obtained by the Bank during
2002, amounting to 1,376,178,383.84 euros, to be distributed as follows:
Euros 570,429.23 to increasing the voluntary reserve
Euros 1.375,607,954.61 to the payment of dividends, already paid
prior to the date of the
Ordinary General Meeting.
Euros 1,376,178,383.84 in total.
THREE.- I) To ratify the appointment of Mr. Antonio de Sommer
Champalimaud as Director, agreed by the Board of Directors at its meeting on
28th October 2002.
II) With reference to the annual renewal of one third of the seats on
the Board according to article 29 of the current corporate Bylaws, to re-elect
Mr. Jaime Botin-Sanz de Sautuola y Garcia de los Rios, Mr. Alfredo Saenz Abad,
Mr. Matias Rodriguez Inciarte, Ms. Ana Patricia Botin-Sanz de Sautuola y O'Shea,
Mr. Emilio Botin-Sanz de Sautuola y O'Shea, Mr. Rodrigo Echenique Gordillo, Mr.
Elias Masaveu y Alonso del Campo and Sir George Mathewson as Directors.
The aforementioned eight persons, being present at the Meeting, duly
accepted their appointments as Directors, thus complying with the provisions of
article 125 of the 'Ley de Sociedades Anonimas' (Corporations Act). They also
declared that they were not affected by any of the incompatibilities contained
in Act 12 dated May 11th 1995 and in article 124 of the aforementioned
Corporations Act.
FOUR.- That, for the auditing of the financial statements and management
report of the Bank and the consolidated Group for the financial year of 2003,
Deloitte & Touche Espana, S.L. (previously known as Arthur Andersen y Cia., S.
Com.), with registered office in Madrid, calle Raimundo Fernandez Villaverde,
65, and Fiscal Identification Code B-79104469, be re-elected as External
Auditors.
FIVE.- I) To cancel the unused part of the authorisation granted by the
Extraordinary General Meeting of Shareholders on 9th February 2002 for the
derivative acquisition of treasury stock by the Bank and the affiliate companies
comprising the Group.
II) That express authorisation be granted to enable the Bank and the
affiliate companies comprising the Group to acquire shares for any legally
acceptable valuable consideration, within legal limits and requirements, up to a
maximum (in addition to those already held) of 238,420,147 shares, or, if
applicable, a number equivalent to 5 per cent of the share capital existing at
any time, totally paid up, at a minimum price per share of the nominal value and
a maximum of the listed price on the Continuous Market of the Spanish Stock
Exchanges on the date of acquisition. This authorisation should be exercised
within a period of 18 months from the date of the General Meeting. The
authorisation includes the acquisition of shares which, as the case may be,
should be allotted directly to the employees and directors of the Company, or as
a result of the exercising of stock options held by the latter.
SIX.- Subject to the required administrative authorisation contemplated by
article 8 of Royal Decree 1245 of 14th July 1995 on the creation of banks,
cross-border activity and other matters relating to the legal system of credit
institutions, it is resolved to modify the corporate Bylaws in the terms
indicated below:
1. Article 17 of the corporate Bylaws is modified, eliminating all
paragraphs except for the first and last. Henceforth, such article will read as
follows:
'Article 17.- Those persons attending the General Meeting shall have
one vote for each share which they hold or represent. Shares without
votes shall enjoy this right in the specific cases indicated by the
'Ley de Sociedades' (Corporations Act).'
2. Article 24 of the Bylaws is modified, eliminating the third paragraph.
Henceforth, such article will read as follows:
'Article 24.- The resolutions made at the general
Meetings shall be valid and, of course, executive and obligatory
for all shareholders from the date of the approval of the
minutes in which said agreements are recorded, such approval
being given in the manner and form required by current
legislation. All of the foregoing shall be without prejudice to
the rights and actions which legal ruling grants to the persons
so legitimised in order to dispute said resolutions.
Voting shall be public, and the agreements shall be adopted by
the majority of Capital with voting rights which is present or
represented at the Meeting, save legal provision or provision in
the by-laws to the contrary.'
3. Article 27 of the Bylaws is modified, adding a new section I. The
following paragraphs are consecutively re-numbered, modifying likewise the
content of the present section VIII (new section IX). Henceforth, such article
27 will read as follows:
'Article 27.- The General Meeting is empowered to adopt all type of
agreements referring to the Corporation, and is especially granted
the authority to do the following:
I. To approve the Regulations for the General Meeting, which,
subject to what is established by law and in these Bylaws, shall
govern the convening, preparation and reporting of, attendance at
and implementation of the General Meeting, as well as the exercising
of political rights on the occasion of the convening and holding of
such General Meeting.
II. To appoint and suspend members of the Board of
Directors, as well as to ratify or revoke the provisional
appointments of such Board Members made by the Board itself, and to
examine and approve the actions taken by them.
III. To appoint Auditors.
IV. If applicable, to approve the annual accounts and to
determine the application of profits, and to approve, also if
applicable, the annual consolidated accounts.
V. To agree on bond issues, the increase or reduction of share
Capital, the transformation, merger, split or dissolution of the
Bank and in general, any modification of the corporate By-laws.
VI. To authorise the Board of Directors to increase
the share Capital, in accordance with article 153,1,b of the 'Ley de
Sociedades Anonimas' (Corporations Act).
VII. To grant to the Board of Directors the authorisations it
considers advisable for unforeseen cases.
VIII. To decide on matters submitted to it by the Board of
Directors.
IX. To decide on the application of remuneration systems
comprising the allotment of shares or rights on them, as well as any
other remuneration system referenced to share value, regardless of
who the beneficiary of such remuneration systems may be.
X. To decide the appropriate course of action with regard to all
matters not especially defined in these By-laws and which do not
exclusively depend on the Board of Directors.
4. Article 30 of the corporate Bylaws is modified, changing the wording of
the first paragraph, eliminating the three following paragraphs and maintaining
the final paragraph, the new wording of such article being the following:
'Article 30.- Subject to legally-established limitations, any person
is eligible to hold office as Chairman of the Company, without the
requirement of being as shareholder.
The office of Board Member is compatible with any other position or
duty within the Corporation.'
5. Article 32 is modified, changing the last part of the first paragraph and
eliminating all of the second paragraph, the new wording of such article being
as follows:
'Article 32.- From among its members, the Board of Directors shall
appoint a Chairman and also one or several Vice Chairmen, who will
be numbered consecutively in the latter case. The designation of
Chairman of Vice Chairmen will be for an indefinite duration and in
the case of the Chairman, will require the favourable vote of two
thirds of the Members of the Board.
In the absence of a Chairman and Vice Chairmen, same shall be
substituted by the Board Member corresponding by numerical order,
which the Board itself shall approve.
6. Section I of article 36 is modified, the new wording being that stated
below. The remaining provisions of article 36 are unchanged.
'I. To make up and if applicable, approve and modify the
regulations required for the application of these By-laws
and the internal ruling of the Bank, except for those which
are under the sphere of competence of the General Meeting as
contemplated by law or these Bylaws. Specifically, the Board
will be responsible for approving its own Rules of
Procedure, which may include, where applicable, the basic
rules for its organisation and operation, as well as the
rules of conduct of its members. If considered appropriate
by the Board, it may also specify rules concerning cessation
owing to age, incompatibilities additional to those legally
contemplated, the system of obligations of the Board or any
other questions considered appropriate.'
7. Within Section 2, Heading IV of the corporate Bylaws, a new article 39 is
added, which is to be worded as follows:
'Article 39.- An Audit and Compliance Committee shall be established
within the Board of Directors. This Audit and Compliance Committee
shall consist of a minimum of four and a maximum of seven Board
Members appointed by the Board of Directors. The majority of the
members of the Audit and Compliance Committee should be
non-executive Directors, the latter being understood as those
directors who do not hold management responsibilities within the
Company or the Group and restrict their activity to the supervisory
and internal decision-making functions characteristic of Directors.
The Chairman of the Audit and Compliance Committee shall be elected
by the Board of Directors from among the non-executive Board Members
referred to in the preceding paragraph, and should be replaced every
four years, being eligible for re-election after one year has
elapsed since ceasing to hold office. The Audit and Compliance
Committee shall also have a Secretary, such office being held by the
General Secretary of the Company, who, if not a Board Members, may
participate in but not vote at meetings of the Audit and Compliance
Committee.
The Audit and Compliance Committee shall have at least the following
responsibilities:
I. To report, through its Chairman and/or Secretary, to the General
Meeting of Shareholders on matters raised by shareholders included
within its sphere of competence.
II. To propose to the Board of Directors, for submission to the
General Meeting, the designation of external auditors as referred to
in article 204 of the Corporations Act.
III. To supervise the internal auditing services
.
IV. To be aware of the financial reporting process and internal
control systems.
V. To maintain a relationship with the External Auditors in order to
receive information on any questions which could place the
independence of the latter at risk and any other questions relating
to the implementation of the external audit process, and to maintain
with the External Auditors all other communications contemplated in
the legislation covering external auditing and technical auditing
standards.
The Audit and Compliance Committee shall meet as often as convened
by resolution of the Committee itself or its Chairman and at least
four times per year. Any member of the Company's executive team or
personnel required to do so shall be obliged to attend meetings of
the Committee and to offer it their co-operation and access to the
information at their disposal. The External Auditors may also be
required to attend such meetings. One of the meetings of this
Committee shall necessarily be devoted to assessing the efficiency
of and compliance with the rules and procedures of governance of the
Company and to preparing the information to be approved by the Board
and to be included as part of the annual public documentation.
The Audit and Compliance Committee shall be validly constituted by
the attendance (present or represented) of at least half its
members, and shall adopt its resolutions by the majority vote of
those attending (present or represented). The Chairman shall have
the casting vote. Members of the Committee may delegate their
representation to another member, but no member may assume more than
two such representations in addition to his own. The resolutions of
the Audit and Compliance Committee shall be recorded in a minutes
book, which shall be signed in each case by the Chairman and the
Secretary.
Through its Chairman, the Audit and Compliance Committee shall
report to the Board of Directors at least twice per year.
The Audit and Compliance Committee may likewise obtain external advice.
The Board of Directors is competent to implement, increase and
complete the regulations concerning the composition, conduct and
sphere of competence of the Audit and Compliance Committee with
respect to anything not specified in these Bylaws, respecting what
is contemplated herein and by the law.'
8. The present articles 39, 40, 41, 42, 43, 44 and 45 will be re-numbered,
without any change in their content, being subsequently be referred to
respectively as numbers 40, 41, 42, 43, 44, 45 and 46. Thus, the present article
39 will become article 40; the present article 40 will become article 41; the
present article 41 will become article 42; the present article 42 will become
article 43; the present article 43 will become article 44; the present article
44 will become article 45 and the present article 45 will become article 46.
SEVEN.- To approve the Regulations for the General Meeting of Shareholders,
the text of which has been made available to shareholders and will be
transcribed in the minutes of this Meeting following this resolution.
'REGULATIONS FOR THE GENERAL MEETING OF SHAREHOLDERS OF BANCO SANTANDER CENTRAL
HISPANO, S.A.
FOREWORD
Following the recommendation of the Special Committee for the Promotion of
Transparency and Security in Financial Markets and Listed Companies and taking
into consideration the practice of Spanish listed companies in the preparation
and implementation of their General Meetings, these Regulations for the General
Meeting of Shareholders of Banco Santander Central Hispano, S.A. (hereinafter
referred to as the 'Bank' or the 'Company') serve a triple purpose. Firstly,
they establish a rule of transparency on making public the procedures for the
preparation and holding of General Meetings, implementing legal regulations and
corporate bylaws. Secondly, they define the ways of exercising the political
rights of shareholders on the occasion of the convening and holding of General
Meetings. Thirdly and finally, they address the task of systemising the
preparation and implementation process of the General Meeting, in the certainty
that all of the foregoing will be to the benefit of shareholders. This document
is therefore required reading for their informed participation in General
Meetings.
SECTION I
INTRODUCTION
Article 1. Purpose
These Regulations govern the convening and preparation of, attendance at and
implementation of the General Meeting and the exercising of the respective
political rights on the occasion of the convening and holding of such Meeting,
as provided by the Law and the Corporate Bylaws.
Article 2. General Meeting of Shareholders
1. The General Meeting of Shareholder is the maximum decision-making body of
the Company on matters included within its jurisdiction.
2. As established in the corporate Bylaws, the General Meeting of
Shareholders is authorised to adopt all types of resolutions concerning the
Company, particularly the following:
I. To approve Regulations for the General Meeting, which subject to
the Law and the Bylaws, will govern the calling and preparation of,
information on, attendance at and implementation of the General Meeting
and the exercising of the political rights on the occasion of the
calling of holding of such meeting.
II. To appoint and suspend members of the Board of Directors, as
well as to ratify or revoke the provisional appointments of such Board
Members made by the Board itself, and to examine and approve the actions
taken by them.
III. To appoint External Auditors.
IV. If applicable, to approve the annual accounts and to
determine the application of profits, and to approve, also if
applicable, the annual consolidated accounts.
V. To agree on bond issues, the increase or reduction of capital,
the transformation, merger, split or dissolution of the Company and in
general, any modification of the corporate By-laws.
VI. To authorise the Board of Directors to increase the share capital,
in accordance with article 153,1,b of the 'Ley de Sociedades Anonimas'
(Corporations Act).
VII. To grant to the Board of Directors the authorisations
it considers advisable for unforeseen cases.
VIII. To decide on matters submitted to it by resolution of the Board of
Directors.
IX. To decide on the application of remuneration systems comprising
the allotment of shares or rights on such shares, as well as any other
remuneration system referenced to share value, regardless of who the
beneficiary of such remuneration systems may be.
X. To decide on the appropriate course of action with regard to all
matters not especially defined in the Bylaws and which do not
exclusively depend on the Board of Directors.
Article 3. Classes of General Meetings
The General Meeting may be Ordinary or Extraordinary.
The Ordinary General Meeting, previously convened for such purpose, shall
necessarily be held within the first six months of each financial year, in order
to review corporate performance, approve, if applicable, the previous year's
accounts and determine the application of results, as well as approving, if
applicable, the consolidated accounts, notwithstanding its competence to discuss
and make resolutions on any other matter included on the Agenda.
Any General Meeting which is not that envisaged in the preceding paragraph shall
be considered an Extraordinary General Meeting.
SECTION II
CONVENING AND PREPARATION OF THE GENERAL MEETING
Chapter I
Convening the General Meeting
Article 4. Convening the General Meeting
1. The Directors shall convene the Ordinary General Meeting necessarily
within the first six months of each financial year.
Likewise, the Directors shall convene an Extraordinary General Meeting whenever
they consider it advisable in corporate interests. They shall also call an
Extraordinary General Meeting whenever so requested by shareholders in
possession of at least five percent of the share capital, who should state in
such request the matters to be discussed at such Meeting. In such event, the
Extraordinary General Meeting of Shareholders shall be convened to be held
within the thirty days following the date on which the Directors had been
required to call it by a Notary. The Directors shall prepare the agenda, which
shall necessarily include the matters which are the object of such request.
2. The Directors shall require the attendance of a Notary to draw up the
minutes of the General Meeting.
Article 5. Announcement of notice of the meeting.
The General Meeting shall be convened by the Board of Directors of the Company
by means of an announcement published in accordance with the provisions of the
corporate Bylaws. No later than the date of publication (or in any event, the
immediately following business day) the announcement of the notice of the
meeting shall be sent by the Company to the National Securities Market
Commission (CNMV). The text of such announcement shall be equally accessible
through the Bank's web page.
The announcement of the notice of meeting shall state the date of the meeting at
first call and all the matters to be discussed. Likewise, the announcement shall
state the date on which, if applicable, the General Meeting will be held at
second call. There should be a period of at least twenty-four hours between the
first and second meeting.
Chapter II
Preparing the General Meeting
Article 6. Information available from the date of notice of the meeting
1. In addition to what is required by law or the corporate bylaws, from the
date of publication of the convening of the General Meeting, the Company shall
publish on its web page the text of all the proposed resolutions drawn up by the
Board of Directors with respect to the items on the agenda (unless, in the case
of proposals not required to be made available to shareholders by law or by the
corporate bylaws, the Board of Directors considers that there is justification
in not doing so).
2. Notwithstanding what is established in other sections of these
Regulations, from the date of the announcement of the meeting, any information
considered appropriate in order to facilitate the attendance of shareholders at
the General Meeting and their participation in it will also be added to the
Company's web page, including:
i. A model of the attendance card and where applicable, the other documents to
be used when delegating votes, indicating the procedure for obtaining the
respective originals.
ii. Information on the place where the General Meeting is to be held,
describing, where applicable, the means of access to the venue.
iii. If established, a description of the electronic delegation or voting
mechanisms which may be used.
(iv) Information, where applicable, on systems or procedures
facilitating the following of the General Meeting, such as simultaneous
translation, audio-visual diffusion, information in other languages,
etc.
Article 7. Right to information prior to the General Meeting
Prior to the General Meeting, shareholders may request from the Board of
Directors in writing any reports or clarifications they consider necessary with
regard to the matters on the agenda.
The Directors shall be obliged to provide such information, except in those
cases where: (i) the publicising of the data requested by shareholders
representing less than twenty-five percent of the share capital could be
detrimental to corporate interests, in the Chairman's opinion; (ii) the request
for information or clarification does not refer to the items on the agenda;
(iii) the information or clarification requested is not necessary in order to
form an opinion on the questions submitted to the Meeting, or, for whatever
reason, could be considered abusive; or (iv) because of legal or regulatory
provisions.
The Board of Directors may authorise any of its members or its Secretary to
respond on its behalf to requests for information by shareholders.
Responses to requests for information will be in writing, unless this is
inappropriate owing to the nature of the information required, or impossible
owing to the nearness of the date of the General Meeting, in which case such
responses will be given in the course of the Meeting in accordance with the
criteria contemplated herein.
Responses given to shareholders prior to the date of the Meeting will be made
available to all shareholders attending the Meeting at the commencement of the
latter.
Article 8. Delegations
Notwithstanding the provisions of the corporate Bylaws, the right to attend the
General Meeting may be delegated to another shareholder so entitled as such.
Representation should be granted in writing and especially for each General
Meeting.
Individual shareholders not in full possession of their civil rights and
shareholders which are legal entities may be represented by whomsoever exercises
their legal representation, duly evidenced. Both in these cases and in the event
that a shareholder delegates his/her right of attendance, such shareholders may
not have more than one representative at the General Meeting.
Representation granted to anyone who is unable to prove it in accordance with
the law will not be valid or effective. Representation may always be revoked.
The attendance of the represented party at the General Meeting in person will be
considered a revocation.
In cases where the Directors of the Company make a public request for
representation, the rules contained in the 'Ley de Sociedades Anonimas'
(Corporations Act) and the regulations implementing it shall be applied. In
particular, the document stating the power of attorney should contain the agenda
or have it attached thereto, as well as the request for instructions for
exercising the voting rights and an indication of the direction in which the
representative should vote in the event that precise instructions are not given.
SECTION III
HOLDING THE GENERAL MEETING
Chapter I
Constitution of the General Meeting
Article 9. Right of attendance.
1. General Meetings may only be attended by the holders of one hundred or
more shares recorded in their name in the respective accounting register five
days prior to the date on which the General Meeting is to be held, who are up to
date with the payment of capital calls and who retain at least the
aforementioned number of shares until the time that the Meeting is held.
Those holding a number of shares which is less than that indicated in the
preceding paragraph may group them together to obtain the necessary number,
conferring their representation on one of the shareholders of the group. If the
latter is not done, any of them may confer their representation at the Meeting
in favour of another shareholder who is entitled to attend and is able to prove
it in accordance with the law, thus grouping their shares with those of the
latter shareholder.
In order to attend the General Meeting it is essential to obtain the respective
nominative attendance card, which will be issued by the office of the Secretary
of the Bank with reference to the list of shareholders entitled to attend, as
contemplated in the corporate Bylaws and current regulations. Such list will be
finally closed five days prior to the date stated in the notice convening the
General Meeting.
2. The Members of the Board of Directors should attend the General Meetings
of Shareholders. The Chairman of the General Meeting may authorise the
attendance of any person he considers appropriate. However, the General Meeting
may revoke such authorisation.
3. When entering the venue where the general Meeting is to be held,
attendees will be given a copy of the text of the proposed resolutions to be
submitted to the General Meeting, as well as the Directors' reports and other
documentation which, as required by law, have been made available to
shareholders with respect to the proposed resolutions.
Article 10. The Media
In general and in order to promote the widest possible diffusion of the meetings
and the resolutions adopted therein, access by the media to the General Meeting
will be facilitated.
Likewise and also in order to facilitate its diffusion, an audio-visual
recording of the General Meeting will be made available.
Article 11. Logistics
1. In order to guarantee the safety of attendees and to ensure the good
order of the General Meeting, surveillance and protection measures will be
established, including appropriate access control systems.
2. Simultaneous translation of the speeches made at the Meeting may also be
made available whenever so justified by the number of non-Spanish speakers
present, or whenever considered appropriate for any other reason.
Article 12. Holding of the General Meeting
1. The General Meeting will be validly constituted at first call provided it
is attended (in person or by representation) by shareholders of the minimum
percentage of subscribed capital with voting rights corresponding in each case
as stated in the Corporations Act or the corporate Bylaws. If the quorum present
is insufficient, the General Meeting will be held at second call.
2. The General Meeting shall be held at the place where the Company has its
registered office and at the venue determined for such purpose by the Board of
Directors, which shall be stated in the notice of the meeting.
If for any reason it should be necessary to hold the meeting in separate halls,
audio-visual resources will be provided to permit real-time inter-activity and
inter-communication and therefore, uniform action.
Article 13. Persons presiding over the Meeting.
1. The Chairman and the Secretary will preside over the General Meeting.
2. The chairman of the General Meeting will be the Chairman of the Board of
Directors or in his absence, by the Vice Chairman substituting him in accordance
with the corporate Bylaws, and in the absence of the Chairman and Vice Chairman,
by the Board Member so designated by the Board of Directors. The General
Secretary of the Corporation shall act as Secretary, being substituted in the
event of absence, inability or vacancy by the Deputy Secretary, and in the
absence of the latter, by the Board Member likewise so delegated by the Board of
Directors. In the absence of the aforementioned express delegation, the
shareholders elected by the shareholders present at the meeting shall act as
Chairman and Secretary.
If for any reason the Chairman or the Secretary has to leave the General Meeting
whilst it is in progress, they will be replaced in their exercising of their
duties in the manner established in the preceding paragraph.
Article 14. Regulation of the Meeting
It is the Chairman's duty to declare the meeting validly constituted, to direct
and establish the order of the debates and interventions and the time assigned
to the latter in accordance with these Regulations, to terminate debates when he
considers that a matter has been sufficiently discussed and to order the voting,
resolve any doubts arising with respect to the agenda and in general, to
exercise all the necessary authorisations to enable him to regulate the meeting
in the best way, including the interpretation of what is established by these
Regulations.
Article 15. Constitution
1. At the prearranged place and date, at first or second call for the
holding of the General Meeting and after one hour prior to the time announced
for the commencement of the Meeting (unless otherwise specified in the notice of
the meeting), the shareholders (or their valid representatives) may present
their respective attendance cards and delegations (and where applicable,
documents evidencing legal representation) to the personnel in charge of
shareholder registration. Attendance cards and delegations presented to the
personnel in charge of shareholder registration after the established time for
the commencement of the General Meeting will not be admitted.
Registration of present and represented shareholders will carried out by scanner
or other technical means considered appropriate. Upon completion of the
registration of attendance cards and delegations and after the existence of a
sufficient quorum has been declared, the persons presiding the General Meeting
will be set up and the list of attendees established. The list of attendees will
be entered in a computer file, the sealed cover of which shall state the
appropriate identification formalities, duly signed by signed by the Secretary
of the General Meeting and countersigned by the Chairman.
2. Any shareholders (or, where applicable, their representatives) arriving
late at the venue where the General Meeting is being held, once the admission of
attendance cards and delegations has been closed, may attend the meeting (in the
same hall where it is being held, or if considered appropriate by the Company in
order to avoid confusion during the Meeting, in an adjoining room from where
they may follow it). However, neither the aforementioned shareholders or
representatives (or the shareholders they represent) may be included in the list
of attendees.
3. Once the persons presiding the meeting have been established and the list
of attendees established, the General Meeting will commence, at first or second
call, on the date and at the time and place established for such purpose.
The Chairman (or by delegation, the Secretary) will then read out the general
data concerning the list of attendees, detailing the number of shareholders with
voting rights present and represented who are attending the meeting, the number
of shares corresponding to one and the other and the percentage of capital
represented by them.
Once these data have been made public by the Chairman or the Secretary, the
Chairman will declare the General Meeting of Shareholders as duly and validly
constituted, at first or second call, as applicable.
4. The constitution of the General Meeting having been declared, and
notwithstanding their right to present the statements they consider appropriate
during the rotation of interventions, the shareholders present may express to
the Notary any reservation or protest they may have with respect to the valid
constitution of the Meeting or the general data concerning the list of attendees
which had previously been read out, in order for it to be duly stated in the
minutes of the Meeting.
Chapter II
Rotation of shareholder interventions
Article 16. Intervention requests
Once the General Meeting had been constituted, shareholders who, in the
exercising of their rights, wish to intervene in the Meeting (and if applicable,
request information or clarification with respect to any items on the agenda or
make proposals) shall identify themselves to the Notary (or, upon the
instructions of the latter, to the personnel assisting him), expressing their
name and surname(s), the number of shares held by them and those which they
represent. If they wish to request for their intervention to be stated literally
in the minutes of the Meeting, they should present it in writing, at that time,
to the Notary, to enable the latter to compare it when the shareholder's
intervention takes place.
Once the persons presiding the meeting have received the list of shareholders
wishing to intervene and the reports which the Chairman considers appropriate
have been put forward (and in any event, before the items on the agenda are put
to the vote), the rotation of shareholder interventions shall commence.
Article 17. Interventions
Shareholder interventions shall take place in the order in which they are called
by the persons presiding the meeting.
The Chairman, in view of the circumstances, shall determine the time initially
assigned to each intervention, which shall be the same for everyone and never
less than five minutes.
In exercising his authority to regulate the Meeting and notwithstanding other
action, the Chairman:
i. may extend, when he considers it appropriate, the time initially assigned to
each shareholder;
ii. may request the persons intervening to clarify any questions not understood
of which have not been sufficiently explained during the intervention;
(iii) may call to order any intervening shareholders, requesting
them to limit their intervention to matters concerning the Meeting and
to abstain from making inappropriate remarks or from exercising their
rights in an abusive or obstructist manner;
i. may inform the intervening shareholders that the time to conclude their
intervention is near, enabling them to adjust their speeches, and when the
time granted for their intervention has concluded or if they persist in
behaving as described in the preceding paragraph (iii), may withdraw their
right to speak; and
(v) if he considers that a shareholder's intervention may disturb
the order and normal course of the Meeting, he may order such
shareholder to leave the venue, and if applicable, take the necessary
steps to carry out such precaution.
Article 18. Information
During the rotation of interventions, any shareholders may verbally request the
information or clarification they consider necessary concerning the items on the
agenda. In order to do so, such shareholders should have identified themselves
beforehand as stated in article 16 above.
The Directors shall be obliged to provide the information requested, except in
any of the circumstances contemplated in article 7 above or if the information
requested is unavailable at the Meeting itself.
The information or clarification requested shall be provided by the Chairman, or
where applicable and upon the instructions of the letter, by the Chairman of the
Audit and Compliance Committee, the Secretary, a Director (or, if considered
appropriate, by any employee or expert on the subject in question).
Article 19. Proposals
Notwithstanding the possibility of presenting proposed resolutions as
contemplated by article 100 of the Corporations Act prior to the convening of
the General Meeting, shareholders may, during the rotation of interventions,
present proposed resolutions to the General Meeting on any item of the agenda
which legally does not need to be placed at the disposal of shareholders at the
time the meeting is convened, and on those matters which may be discussed by the
General Meeting without being included on the agenda.
Chapter III
Voting and documentation of resolutions
Article 20. Voting on proposed resolutions
1. Upon conclusion of the shareholder interventions and following the
responses given in accordance with these Regulations, the proposed resolutions
on the items of the agenda or on those items not legally required to be included
therein (including, where applicable, those presented by shareholders during the
meeting) will be put to the vote.
It will not be necessary for the Secretary to read out in advance those proposed
resolutions the text of which has been distributed to the shareholders at the
commencement of the Meeting, unless any shareholder should so request with
respect to all or any of such proposals, or the Chairman considers it
appropriate for any other reason. In any event, indication will be given to the
attendees of the item on the agenda to which the proposed resolution being put
to the vote refers.
2. Generally speaking and notwithstanding the fact that, at the Chairman's
discretion, alternative systems may be used, the voting with respect to the
proposed resolutions referred to in the preceding paragraph will follow the
procedure stated below:
i. Voting on proposed resolutions concerning the items on the agenda will be
carried out through a negative deduction system. For such purpose,
affirmative votes will be considered those in respect of all shares present
and represented, deducting the votes corresponding to the shares held by
persons present or represented who vote against, give a blank vote or
abstain from voting, by communicating or expressing their vote or abstention
to the Notary in order for it to be stated in the minutes.
(ii) Voting on proposed resolutions concerning matters not included
on the agenda will be carried out through a positive deduction system.
For such purpose, negative votes will be considered those in respect of
all shares present or represented, deducting the votes corresponding to
the shares held by persons present or represented who vote in favour,
give a blank vote or abstain from voting, by communicating or expressing
their vote or abstention to the Notary in order for it to be stated in
the minutes.
(iii) The communications or statements to the Notary contemplated in
the preceding paragraphs may be made individually with respect to each
of the proposed resolutions, or jointly in respect of several or all of
them, expressing to the Notary the identity and status (shareholder or
representative) of the person making such notification, the number of
shares referred to and the direction of the vote (or, if applicable, the
abstention).
3. Electronic voting systems may be established to the extent that they
permit the verification of the identity and status (shareholder or
representative) of the voters, the number of shares with which they are voting
and the direction of the vote (or, if applicable, the abstention).
Article 21. Adoption of resolutions and proclamation of the result
1. Resolutions will be considered approved whenever the votes in favour of
the proposal exceed half of the votes in respect of the present or represented
shares, except in those cases where a greater majority is required by law or by
the corporate Bylaws.
2. The Chairman shall declare the resolutions approved when he has proof of
the existence of sufficient votes in favour, notwithstanding the statements made
by attending shareholders to the Notary with respect to the direction of their
vote.
Article 22. End of the Meeting
The Chairman shall declare the Meeting adjourned.
Article 23. Minutes of the Meeting
The Notary's certificate shall be considered the minutes of the General Meeting
and will not require approval by the latter.
Article 24. Publication of resolutions
Notwithstanding the recording in the Mercantile Register of those resolutions
which may be so recorded and the applicable legal provisions concerning the
publication of resolutions, on the same day that the Meeting is held or the
immediately following business day, the Company shall send the text of the
approved resolutions to the National Securities Market Commission (CNMV) through
the appropriate notification of a Material Fact. The text of such resolutions
shall likewise be made accessible via the Company's web page. Likewise, at the
request of any shareholder or whomsoever has represented the latter at the
General Meeting, the Secretary shall issue a certification of the resolutions or
Notary's certificate.
Article 25. Publication of the Regulations for the General Meeting
Following their approval, these Regulations for the General Meeting will be
accessible via the Bank's web page, thus making public the legal framework
within which the General Meetings will be implemented, for the information of
shareholders and investors and notwithstanding the provisions of the corporate
Bylaws and current regulations.'
EIGHT.- To delegate to the Board of Directors, as contemplated under
article 153.1.a) of the Corporations Act, the widest powers in order that,
within one year from the date of this Board Meeting, it may indicate the date
and establish the conditions, in respect of anything not contemplated by the
General Meeting, for a capital increase amounting to THREE HUNDRED MILLION EUROS
as agreed by the General Meeting of Shareholders.
In exercising these delegated powers and for illustrative, rather than
limitative, purposes, the Board of Directors will be responsible for determining
whether the capital increase will be carried out by issuing new shares (with or
without premium and with or without voting rights) or by increasing the nominal
value of the existing shares by new monetary contributions or charged to freely
available resources, or a combination of both options; establishing the
time-limit for the exercising of pre-emptive subscription rights in the case of
the issuance of new shares; freely offering any shares not subscribed in such
time-limit; establishing that, in the event of incomplete subscription, the
capital will only be increased by the amount of subscriptions made, and
re-wording the article of the corporate Bylaws relating to capital.
If within the time-limit indicated by the General Meeting for the execution
of this resolution, the Board of Directors has failed to exercise the authority
delegated to is, such authority will be considered null and void at the
conclusion of such time-limit and for the amount by which the share capital has
not been increased.
NINE.- I) To cancel the unused part of resolution SIX II) of the
Ordinary General Meeting of Shareholders held on 9th February 2002.
II) To again authorise the Board of Directors, as widely as required
by law, in order that, in accordance with article 153.1.b) of the Corporations
Act, it may increase the share capital on one or several occasions and at any
time, within a period of five years from the date of this General Meeting, by a
maximum amount of 1,192,100,735.5 euros. Such increase shall be made by the
issuing of new shares (with or without premium and with or without voting
rights), the counter-value of such new shares consisting of monetary
contributions. The Board may determine the terms and conditions of the capital
increase and the characteristics of the shares, and freely offer the new shares
not subscribed within the pre-emptive subscription period or periods; establish
that in the event of incomplete subscription, the capital will be increased only
by the amount of the subscriptions made, and re-word the article of the
corporate Bylaws relating to capital. The amount of any increases made under the
resolution submitted to the General Meeting for approval under Item Ten on the
Agenda (to cover bond conversions) will be considered as included in the limit
of the aforementioned maximum amount available at any time. Likewise, the Board
is also authorised to exclude the right of pre-emptive subscription under the
terms of article 159 of the Corporations Act.
TEN.- To delegate to the Board of Directors, in accordance with the general
system for the issuing of bonds and as provided under article 319 of the
Regulations of the Mercantile Registry, the authorisation to issue fixed income
securities convertible into newly-issued shares of the Company and/or
exchangeable for outstanding shares of the Company, under the following
conditions:
1. The fixed income securities may be issued on one or several occasions
and at any time within a maximum period of five (5) years from the date of
adoption of this resolution.
2. The total maximum amount of the issuance or issuances of convertible
and/or exchangeable fixed income securities agreed under this delegation
shall be FOUR THOUSAND MILLION EUROS or its equivalent in another currency.
3. In use of this delegation of authority and merely for illustrative,
not limitative, purposes, for each issuance, the Board of Directors will be
responsible for determining the amount of same, always within the
aforementioned global quantitative limit; the place of issue (domestic or
foreign) and the respective currency (and the equivalent in euros, if issued
abroad); the denomination as bonds or debentures (including subordinated
instruments) or any other legally acceptable denomination; the date or dates
of issue; the number of securities and their nominal value, which may not be
lower than the nominal value of the shares; the rate of interest, dates and
payment procedures for the coupon payments; the perpetual or redeemable
nature of the securities, and in the latter case, the redemption period and
maturity date; the redemption rate, premiums and lots; guarantees; manner of
representation (certificates or book-entry system); pre-emptive subscription
rights (and where applicable, the subscription system); applicable
legislation; applying, where applicable, for the securities to be admitted
for listing on official or non-official domestic or foreign secondary
markets, with the requirements demanded by current regulations in each case,
and in general, any other condition of the issuance, and also, if
applicable, the designation of the Bondholders' Trustee and the approval of
the basic regulations governing the legal relationship between the Bank and
the Syndicate of holders of the securities issued.
4. For the purpose of determining the bases and types of conversion and/or
exchange, it is resolved to establish the following criteria:
(i) The securities issued under this resolution will be
convertible into new shares of the Bank and/or exchangeable for
already existing shares of the Bank, the Board of Directors being
authorised to determine whether they will be convertible and/or
exchangeable, as well as whether they will be necessarily and/or
voluntarily convertible and/or exchangeable, and if they are to be
voluntarily convertible, whether at the option of the holder or the
issuer, with the regularity and during the time-limit established by
the Board of Directors in the resolution concerning the issuance,
which may not exceed fifteen (15) years from the date of issue.
(ii) In the event that the issuance is convertible and exchangeable,
the Board of Directors may establish that the issuer reserves the
right to choose at any time between conversion into new shares or
exchange for shares already outstanding, the nature of the shares to
be allotted being specified when such conversion or exchange takes
place. The issuer may also opt for the handing-over of a combination
of newly-issued shares and already existing shares. In any event,
the issuer should give equal treatment to all holders of fixed
income securities converting and/or exchanging on the same date.
(iii) For conversion and/or exchange purposes, the fixed income
securities will be valued at their nominal value and the shares, at
the fixed exchange rate determined in the issue resolution by the
Board of Directors or at the determinable exchange rate on the date
or dates indicated in the issue agreement and in terms of the stock
exchange listing of the Bank's shares on the date(s) or during the
period(s) taken as reference in such issue resolution, with or
without discount, and in any event with a minimum of whichever is
the greater between the average exchange rate of the shares at close
of trading on the Continuous Market of the Spanish Stock Exchanges
during the fifteen calendar days preceding the date on which the
Board adopts the resolution to issue the fixed income securities in
question, and the exchange rate of the shares at close of trading on
the same Continuous Market on the day preceding the adoption of the
aforementioned issue resolution.
(iv) Whenever conversion and/or exchange is applicable, fractions of
shares to be handed over to the bondholder, will be rounded off by
default to the immediately preceding full lower number and each
holder will receive in cash any difference which might occur.
(v) For the purpose of the bond-share conversion ratio, on no
account may the value of the share be lower than its nominal value.
In accordance with article 292.3 of the Corporations Act, bonds may
not be converted into share when the nominal value of the former is
lower than that of the latter.
At the same time as approving a convertible bond issue under the
authorisation granted by the General Meeting, the Board shall issue a
directors' report implementing and specifying, on the basis of the
aforementioned criteria, the bases and types of conversion specifically
applicable to the issue in question. This report will be accompanied by
the respective external auditor's report referred to in article 292 of
the Corporations Act.
5. While the conversion and/or exchange into shares of the fixed income
securities which can be issued is possible, the latter will enjoy all rights
granted to them by current legislation, especially those referring to
pre-emptive subscription rights and the anti-dilution clause where legally
applicable, unless the General Meeting or the Board of Directors, in the
terms and with the requirements of article 159 of the current Corporations
Act, should decide to exclude totally or partially the pre-emptive
subscription rights of shareholders and holders of convertible bonds.
6. For illustrative rather than limitative purposes, the delegation to
the Board of Directors also includes the following authorisations:
i. The authorisation for the Board of Directors, under the provisions of article
159.2 of the Corporations Act, to totally or partially exclude the
pre-emptive subscription rights of shareholders and holders of convertible
bonds, whenever this is necessary in order to raise financial resources in
international markets or in any other justifiable way in corporate
interests. In any event, should the Board decide to exclude pre-emptive
subscription rights with respect to a specific capital increase which it
eventually decides to carry out under this authorisation, it will issue, at
the same time as agreeing the issuance and in accordance with applicable
regulations, a report detailing the specific reasons which justify such
measure in corporate interests. This will be the object of the corresponding
report by the external auditors referred to in article 159.2 of the
Corporations Act. Both reports will be made available to shareholders and
holders of convertible bonds and will be notified at the first General
Meeting to be held following the respective issuance resolution.
(ii) The authorisation to increase capital by the amount needed
to cover the conversion requests. Such power may only be
exercised insofar as the Board, adding together the capital
increase for covering the issue of convertible bonds and the
other capital increases agreed by it under the authorisations
granted by the General Meeting, does not exceed the limit of
half the share capital stipulated in article 153.1 b) of the
Corporations Act. This authorisation to increase capital
includes the issuing and placing in circulation, on one or
several occasions, of the shares representing such capital which
are necessary to carry out the conversion, and the modification
of the wording of the article of the corporate Bylaws relating
to the amount of capital and also, if applicable, the
cancellation of the part of such capital increase which was not
necessary for the conversion into shares.
(iii) The authorisation to implement and define the bases and
types of conversion and/or exchange, bearing in mind the
criteria established in point 4 above.
At subsequent General Meetings held by the Company, the Board of Directors shall
report to the shareholders, where applicable, on the use made to date of the
delegations referred to in this resolution.
ELEVEN.- I) To authorise the Board of Directors in order that, under
the general system for the issuing of bonds and under the provisions of article
319 of the Regulations of the Mercantile Registry, it may issue, on one or
several occasions, up to EIGHTEEN THOUSAND MILLION EUROS or its equivalent
amount in another currency, in fixed income securities in any form admissible by
law, including bonds or debt securities, including subordinated securities as
specified in section l) of article seven of Act 13/1985 of May 25th and in
section 1.9) of Royal Decree 1343/1992 of November 6th, simple or with any type
of guarantee, including mortgage guarantees, represented by certificates or via
the book-entry system. The securities issued under this authorisation shall be
numbered consecutively in each issuance from 1 (ONE) upwards, with each issuance
constituting a single series, and may or may not be exchangeable totally or
partially for already existing shares of the issuing entity or of other entities
(and if exchangeable, whether such exchange is necessary or voluntary, and in
the latter case, whether at the option of the holder or the issuer) or include a
purchase option on the aforementioned shares and be issued in Spanish territory
or abroad, pursuant to domestic or foreign legislation, and expressed in
domestic or foreign currency, notwithstanding in the latter case that the
equivalent is stated in euros or pesetas. The Board of Directors is authorised
to freely establish the remaining conditions of the issuance(s), as well as the
perpetual or redeemable nature of each issuance (and in the latter case, the
repayment period) always within legal limits, and in general to undertake
without limitation whatever public or private actions are necessary or
considered appropriate by the Board for the execution of this resolution, as
well as, if applicable, the appointment of the Bondholders' representative and
the approval of the basic regulations governing the legal relationship between
the Bank and the syndicate of the holders of the securities issued.
With respect to the delegation limit, the aforementioned figure of EIGHTEEN
THOUSAND MILLION EUROS constitutes the maximum overall limit which may be
reached at any time by the sum of the nominal outstanding balance of the notes
issued, plus the nominal amount issued of the other securities likewise issued
under this authorisation granted to the Board of Directors.
This authorisation may be exercised by the Board of Directors within a
period of five years from the date the resolution is adopted by the General
Meeting of Shareholders, at the end of which time it will be cancelled in the
part not exercised.
It is hereby stated that as established in Additional Provision Four of Act
26/1988 of July 29th, the limitation included in section 1 of article 282 of the
adapted text of the Corporations Act concerning the issuing of debt securities
is not applicable to Credit Entities.
II) To likewise authorise the Board of Directors so that in each case
it may determine the redemption conditions of the fixed income securities issued
under this authorisation, being able to apply the collection methods referred to
in sections a), b) and c) of article 306 of the adapted text of the Corporations
Act.
III) To likewise authorise the Board of Directors in order that, when
it considers it appropriate and depending on the obtaining of the necessary
official authorisations (and if applicable, the agreement of the Assemblies of
the respective syndicates of securities holders) it may modify the redemption
conditions of the fixed income securities issued and their respective term and
the interest rate which, if applicable, accrues on the securities included in
each of the issuances carried out under this authorisation.
TWELVE.- or its equivalent amount in another currency, in fixed income
securities in any form admissible by law, including bonds or debt securities,
including subordinated securities as specified in section l) of article seven of
Act 13/1985 of May 25th and in section 1.9) of Royal Decree 1343/1992 of
November 6th, simple or with any type of guarantee, including mortgage
guarantees, represented by certificates or via the book-entry system. The
securities issued under this authorisation shall be numbered consecutively in
each issuance from 1 (ONE) upwards, with each issuance constituting a single
series, and may or may not be exchangeable totally or partially for already
existing shares of the issuing entity or of other entities (and if exchangeable,
whether such exchange is necessary or voluntary, and in the latter case, whether
at the option of the holder or the issuer) or include a purchase option on the
aforementioned shares and be issued in Spanish territory or abroad, pursuant to
domestic or foreign legislation, and expressed in domestic or foreign currency,
notwithstanding in the latter case that the equivalent is stated in euros or
pesetas. The Board of Directors is authorised to freely establish the remaining
conditions of the issuance(s), as well as the perpetual or redeemable nature of
each issuance (and in the latter case, the repayment period) always within legal
limits, and in general to undertake without limitation whatever public or
private actions are necessary or considered appropriate by the Board for the
execution of this resolution, as well as, if applicable, the appointment of the
Bondholders' representative and the approval of the basic regulations governing
the legal relationship between the Bank and the syndicate of the holders of the
securities issued.
With respect to the delegation limit, the aforementioned figure of EIGHTEEN
THOUSAND MILLION EUROS constitutes the maximum overall limit which may be
reached at any time by the sum of the nominal outstanding balance of the notes
issued, plus the nominal amount issued of the other securities likewise issued
under this authorisation granted to the Board of Directors.
This authorisation may be exercised by the Board of Directors within a
period of five years from the date the resolution is adopted by the General
Meeting of Shareholders, at the end of which time it will be cancelled in the
part not exercised.
It is hereby stated that as established in Additional Provision Four of Act
26/1988 of July 29th, the limitation included in section 1 of article 282 of the
adapted text of the Corporations Act concerning the issuing of debt securities
is not applicable to Credit Entities.
II) To likewise authorise the Board of Directors so that in each case
it may determine the redemption conditions of the fixed income securities issued
under this authorisation, being able to apply the collection methods referred to
in sections a), b) and c) of article 306 of the adapted text of the Corporations
Act.
III) To likewise authorise the Board of Directors in order that, when
it considers it appropriate and depending on the obtaining of the necessary
official authorisations (and if applicable, the agreement of the Assemblies of
the respective syndicates of securities holders) it may modify the redemption
conditions of the fixed income securities issued and their respective term and
the interest rate which, if applicable, accrues on the securities included in
each of the issuances carried out under this authorisation.
TWELVE.- Notwithstanding the delegations included in the preceding resolutions,
it is hereby resolved:
A) To authorise the Board of Directors to interpret, correct, complete,
execute and implement the aforementioned resolutions, including their adaptation
to the verbal or written requirements of the Mercantile Register or any other
competent authorities, officials and institutions, and to take all legally
required steps in such regard, and in particular to delegate to the Executive
Committee all or part of the authorisations it has received from the General
Meeting pursuant to the aforementioned resolutions, in addition to this
resolution TWELVE.
B) To authorise Mr. Emilio Botin-Sanz de Sautuola y Garcia de los Rios,
Mr. Mr. Alfredo Saenz Abad, Mr. Matias Rodriguez Inciarte, Mr. Ignacio Benjumea
Cabeza de Vaca and Mr. Juan Guitard Marin so that any of them, jointly and
severally and notwithstanding any other already existing power of attorney for
the placing of corporate resolutions on public record, may appear before a
Notary and execute on behalf of the Bank the public deeds which are necessary or
appropriate in respect of the resolutions adopted by this General Meeting of
Shareholders. The aforementioned are also likewise authorised, jointly and
severally, to file the financial statements and other documentation with the
Mercantile Registry.''
I ALSO LIKEWISE CERTIFY that in accordance with the resolution of the Board
of Directors to require the presence of a Notary, Mr. Jose Maria de Prada Diez,
a member of the Official College of Notaries of Burgos, resident in Santander,
was present at the aforementioned Ordinary General Meeting of Shareholders and
drew up the respective Minutes. This notarial document is considered to be the
Minutes of such General Meeting.
And for the record, I hereby issue this certification, countersigned by Mr.
Matias Rodriguez Inciarte, 3rd Vice Chairman, in Santander, this twenty-first
day of June two thousand and three.
Signature of approval of the
3rd Vice Chairman
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