TIDMBNC
RNS Number : 4017E
Banco Santander S.A.
27 February 2020
Banco Santander, S.A. (the "Bank" or "Santander") , in
compliance with the Securities Market legislation, hereby
communicates the following:
OTHER RELEVANT INFORMATION
AGM call
The board of directors of the Bank at its meeting held today,
resolved to call shareholders to the next ordinary general
shareholders' meeting (the "2020 AGM") to be held in Santander, at
the Palacio de Exposiciones y Congresos (Avenida del Racing, s/n),
on 2 April 2019 at 9:30 a.m. on first call, or on 3 April 2019, at
the same time and place, on second call, with the agenda indicated
below.
Changes in the board of directors
The board, following a proposal of its appointments committee,
has resolved to submit to the 2020 AGM the appointment of Mr.
Sergio Agapito Lires Rial as new executive director. Mr. Rial, who
joined the Santander Group in 2015, will maintain his current
position as country head for the Group in Brazil, head of South
America and head of Global Trade Services (GTS), the platform
Santander is developing to facilitate international trade for SMEs,
and will continue to report to the CEO of Banco Santander, José
Antonio Álvarez.
Since joining Santander, Mr. Sergio Rial has led Santander
Brazil's transformation, with RoTE increasing from 14.1% in 2015 to
21.2% in 2019. In addition to his knowledge of Brazil and Latin
America, Mr. Rial brings broad international experience and a long
track record in both banking and other businesses, having held
senior positions in ABN AMRO (CEO for Asia and member of the global
ExCo), Bear Stearns, Marfrig (CEO), Cargill (Executive
Vice-President and CFO). He has also been a member of the board of
other major Brazilian and non-Brazilian companies.
Mr Sergio Rial will fill the vacancy left by Mr Ignacio Benjumea
Cabeza de Vaca, who, after five years as director and having been
previously general secretary and secretary of the Board, has
notified his decision not to submit his re-election to the approval
of the 2020 AGM, as would be required under the board renovation by
thirds provided for in the Bylaws, and to cease in his office with
effect from the moment Mr Rial takes office.
In addition, as announced on 26 November 2019, the board has
resolved to propose to the 2020 AGM the appointment of Mr Luis
Isasi Fernández de Bobadilla, as external, filling in the vacancy
left by Mr Guillermo de la Dehesa. Mr Luis Isasi will provide to
the Board his strong Experience in financial services, banking
industry (both in commercial and investment banking), and capital
markets.
Both Mr. Isasi and Mr. Rial's appointment are also subject to
regulatory approval.
Agenda for the 2020 AGM
One .- Annual accounts and corporate management.
One A. Examination and, if appropriate, approval of the annual
accounts (balance sheet, profit and loss statement, statement of
recognised income and expense, statement of changes in total
equity, cash flow statement, and notes) and the directors' reports
of Banco Santander, S.A. and its consolidated Group, all with
respect to the Financial Year ended 31 December 2019.
One B. Examination and, if appropriate, approval of the
consolidated statement of non-financial information for the
Financial Year ended 31 December 2019 and which is part of the
consolidated directors' report.
One C. Examination and, if appropriate, approval of the
corporate management for Financial Year 2019.
Two .- Application of results obtained during Financial Year 2019.
Three .- Board of directors: appointment, re-election or ratification of directors.
Three A. Setting of the number of directors.
Three B. Appointment of Mr Luis Isasi Fernández de Bobadilla.
Three C. Appointment of Mr Sergio Agapito Lires Rial.
Three D. Ratification of the appointment and re-election of Mrs Pamela Ann Walkden.
Three E. Re-election of Ms Ana Patricia Botín-Sanz de Sautuola y O'Shea.
Three F. Re-election of Mr Rodrigo Echenique Gordillo.
Three G. Re-election of Ms Esther Giménez-Salinas i Colomer.
Three H. Re-election of Ms Sol Daurella Comadrán.
Four .- Re-election of the external auditor for Financial Year 2020.
Five .- Authorisation for the Bank and its subsidiaries to
acquire treasury shares pursuant to the provisions of sections 146
and 509 of the Spanish Capital Corporations Law, depriving of
effect, to the extent not used, the authorisation granted by
resolution Five II) of the shareholders acting at the ordinary
general shareholders' meeting of 12 April 2019.
Six .- Authorisation to the board of directors such that,
pursuant to the provisions of section 297.1.b) of the Spanish
Capital Corporations Law, it may increase the share capital on one
or more occasions and at any time, within a period of three years,
by means of cash contributions and by a maximum nominal amount of
4,154,528,645.50 euros, all upon such terms and conditions as it
deems appropriate, depriving of effect, to the extent of the unused
amount, the authorisation granted under resolution Seven II)
adopted at the ordinary general shareholders' meeting of 23 March
2018. Delegation of the power to exclude pre-emptive rights, as
provided by section 506 of the Spanish Capital Corporations
Law.
Seven .-
Seven A.- Increase in share capital by such amount as may be
determined pursuant to the terms of the resolution, by means of the
issuance of new ordinary shares having a par value of one-half
(0.5) euro each, with no share premium, of the same class and
series as those that are currently outstanding, with a charge to
reserves. Offer to acquire bonus share rights (derechos de
asignación gratuita) at a guaranteed price and power to use, for
such purpose, voluntary reserves from retained earnings or share
premium, depriving of effect the resolution Six adopted at the
ordinary general shareholders' meeting of 12 April 2019. Express
provision for the possibility of less than full allotment.
Delegation of powers to the board of directors, which may in turn
delegate such powers to the executive committee, to establish the
terms and conditions of the increase as to all matters not provided
for by the shareholders at this general meeting, to take such
actions as may be required for implementation thereof, to amend the
text of sections 1 and 2 of article 5 of the Bylaws to reflect the
new amount of share capital, and to execute such public and private
documents as may be necessary to carry out the increase.
Application to the appropriate domestic and foreign authorities for
admission to trading of the new shares on the Madrid, Barcelona,
Bilbao and Valencia Stock Exchanges through Spain's Automated
Quotation System (Mercado Continuo) and on the foreign Stock
Exchanges on which the shares of Banco Santander are listed in the
manner required by each of such Stock Exchanges.
Seven B.- Increase in share capital by such amount as may be
determined pursuant to the terms of the resolution, by means of the
issuance of new ordinary shares having a par value of one-half
(0.5) euro each, with no share premium, of the same class and
series as those that are currently outstanding, with a charge to
reserves. Offer to acquire bonus share rights (derechos de
asignación gratuita) at a guaranteed price and power to use, for
such purpose, voluntary reserves from retained earnings or share
premium. Express provision for the possibility of less than full
allotment. Delegation of powers to the board of directors, which
may in turn delegate such powers to the executive committee, to
establish the terms and conditions of the increase as to all
matters not provided for by the shareholders at this general
meeting, to take such actions as may be required for implementation
thereof, to amend the text of sections 1 and 2 of article 5 of the
Bylaws to reflect the new amount of share capital, and to execute
such public and private documents as may be necessary to carry out
the increase. Application to the appropriate domestic and foreign
authorities for admission to trading of the new shares on the
Madrid, Barcelona, Bilbao and Valencia Stock Exchanges through
Spain's Automated Quotation System (Mercado Continuo) and on the
foreign Stock Exchanges on which the shares of Banco Santander are
listed in the manner required by each of such Stock Exchanges.
Eight .- Delegation to the board of directors of the power to
issue all kinds of fixed-income securities, preferred interests
(participaciones preferentes) or debt instruments of a similar
nature (including certificates (cédulas), promissory notes and
warrants) that are not convertible, depriving of effect, to the
extent unused, the delegation in such respect conferred by
resolution Eight II) approved by the shareholders acting at the
ordinary general shareholders' meeting of 12 April 2019.
Nine .- Director remuneration policy.
Ten .- Director remuneration system: setting of the maximum
amount of annual remuneration to be paid to all of the directors in
their capacity as such.
Eleven .- Remuneration system: approval of maximum ratio between
fixed and variable components of total remuneration of executive
directors and other employees belonging to categories with
professional activities that have a material impact on the risk
profile.
Twelve .- Approval of the application of remuneration plans
involving the delivery of shares or share options:
Twelve A. Deferred Multiyear Objectives Variable Remuneration Plan.
Twelve B. Deferred and Conditional Variable Remuneration Plan.
Twelve C. Digital Transformation Award.
Twelve D. Application of the Group's buy-out regulations.
Twelve E. Plan for employees of Santander UK Group Holdings plc.
and other companies of the Group in the United Kingdom by means of
options on shares of the Bank linked to the contribution of
periodic monetary amounts and to certain continuity
requirements.
Thirteen .- Authorisation to the board of directors to
interpret, remedy, supplement, implement and develop the
resolutions approved by the shareholders at the meeting, as well as
to delegate the powers received from the shareholders at the
meeting, and grant of powers to convert such resolutions into
notarial instruments.
Fourteen .- Annual director remuneration report[1].
The call of meeting will be published in the coming days.
Boadilla del Monte (Madrid), 27 February 2020
Important Information
This document contains certain financial measures that
constitute alternative performance measures ("APMs") as defined in
the Guidelines on Alternative Performance Measures issued by the
European Securities and Markets Authority (ESMA) on 5 October 2015
(ESMA/2015/1415en) and other non-IFRS measures ("Non-IFRS
Measures"). The financial measures contained in this document that
qualify as APMs and non-IFRS measures have been calculated using
the financial information from Santander Group but are not defined
or detailed in the applicable financial reporting framework and
have neither been audited nor reviewed by our auditors. We use
these APMs and non-IFRS measures when planning, monitoring and
evaluating our performance. We consider these APMs and non-IFRS
measures to be useful metrics for management and investors to
facilitate operating performance comparisons from period to period.
While we believe that these APMs and non-IFRS measures are useful
in evaluating our business, this information should be considered
as supplemental in nature and is not meant as a substitute of IFRS
measures. In addition, other companies, including companies in our
industry, may calculate or use such measures differently, which
reduces their usefulness as comparative measures. For further
details of the APMs and Non-IFRS Measures used, including its
definition or a reconciliation between any applicable management
indicators and the financial data presented in the consolidated
financial statements prepared under IFRS, please see 2019 4Q
Financial Report, published as Relevant Fact on 29 January 2020, as
well as the 2018 Annual Financial Report, filed with the Comisión
Nacional del Mercado de Valores of Spain (CNMV) on 28 February
2019, These documents are available on Santander's website
(www.santander.com).
[1] Consultative vote.
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END
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