21st Sep 2006 08:59
Banco Santander Central Hispano SA21 September 2006 The 'Notice of EGM' announcement released today at 07:54 under RNS No 2728Jhas been reformatted. The content remains unchanged. The full text is shown below. BANCO SANTANDER CENTRAL HISPANO, S.A. Extraordinary General Shareholders' Meeting The Board of Directors of this Bank has resolved to call the shareholders to anExtraordinary General Shareholders' Meeting to be held in Santander, at thePalacio de Exposiciones y Congresos (Avenida del Racing, s/n), on 23 October2006, at 9:00 a.m., on second call, in the event that, due to a failure to reachthe required quorum, such Meeting cannot be held on first call, which is alsohereby convened at the same place and time on 22 October 2006, in order for theshareholders to be able to consider and resolve upon items One and Two of thefollowing AGENDA One.- Examination and approval, if deemed appropriate, of the plan to mergeBanco Santander Central Hispano, S.A., Riyal, S.L., Lodares Inversiones, S.L.Sociedad Unipersonal, Somaen-Dos, S.L. Sociedad Unipersonal, GessinestConsulting, S.A. Sociedad Unipersonal and Carvasa Inversiones, S.L. SociedadUnipersonal, and approval of the audited balance sheet of Banco SantanderCentral Hispano, S.A. as of June 30, 2006 (the merger balance sheet). Approvalof the merger of Banco Santander Central Hispano, S.A., Riyal, S.L., LodaresInversiones, S.L. Sociedad Unipersonal, Somaen-Dos, S.L. Sociedad Unipersonal,Gessinest Consulting, S.A. Sociedad Unipersonal and Carvasa Inversiones, S.L.Sociedad Unipersonal through the absorption of the latter five companies by thefirst-named company, with the termination of the five absorbed companies and thetransfer en bloc and as a whole of all of their net assets to Banco SantanderCentral Hispano, S.A., all of the foregoing in compliance with the provisions ofthe merger plan. Application to the merger of the special tax regime set forthin Chapter VIII of Title VII of the Restated Text of the Corporate Income TaxLaw (Texto Refundido de la Ley del Impuesto sobre Sociedades). Subjecting theresolution adopted under this item of the Agenda to a condition precedent anddelegation of powers to deem such condition satisfied or not satisfied. Two.- Authorization to the Board of Directors to interpret, remedy, supplement,carry out and develop the resolutions adopted by the shareholders acting at theMeeting, as well as to substitute the powers it receives from the shareholdersacting at the Meeting, and the grant of powers to have such resolutionsconverted into public instruments. SUPPLEMENT TO THE CALL TO MEETING Shareholders representing at least five percent of the share capital may requestthe publication of a supplement to this call, including one or more items in theAgenda. This right must be exercised by means of verifiable notice that must bereceived at the registered office within five days of the publication of thiscall to meeting, with a statement of the identity of the shareholders exercisingthe right and of the number of shares that they own, as well as the items to beincluded in the Agenda and any other documentation that may be warranted. PARTICIPATION OF A NOTARY AT THE MEETING The Board of Directors has resolved to request the presence of a Notary Publicto draw up the minutes of the Meeting, pursuant to Section 114 of the BusinessCorporations Law in connection with Section 101 of the Regulations of theCommercial Registry and Article 4.2 of the Regulations for the GeneralShareholders' Meeting. RIGHT TO ATTEND THE MEETING Every holder of any number of the Bank's shares registered in the shareholder'sname and who meets the requirements established in the By-Laws has the right toattend this Meeting. Such right to attend may be delegated pursuant to theprovisions which govern this matter under Section 106 of the BusinessCorporations Law, the By-Laws and the Regulations for the General Shareholders'Meeting. PROXY-GRANTING, DISTANCE VOTING AND REMOTE ATTENDANCE AT THE MEETING Shareholders having the right to attend may grant a proxy and exercise theirvoting rights through remote means of communication and prior to the holding ofthe Meeting, pursuant to the provisions of Articles 16 and 24 of the By-Laws andArticles 8 and 20 of the Regulations for the General Shareholders' Meeting. Themechanisms for the exercise of voting rights and proxy-granting prior to theMeeting by electronic means will be available on the Bank's website (www.santander.com) beginning on 6 October 2006 and will cease operation atmidnight on 21 October 2006. In addition, as permitted by the provisions of paragraph 5 of Article 24 of theBy-Laws and the Additional Provision of the Regulations for the Meeting, theBoard has resolved that attendance to the Meeting is also possible by usingmeans of data transmission that allow for the real-time connection with thepremises where the Meeting is held ("remote attendance"). The means to remotelyattend the meeting will be available on the Bank's website (www.santander.com)at 7:30 a.m. on 22 October 2006 (first call) and, if applicable, at 7:30 a.m. onthe next day, 23 October 2006 (second call); shareholders (or theirrepresentatives) desiring to attend remotely, whether at the first or secondcall, must register no later than 8:30 a.m. on the relevant day. For thosepersons who attend the Meeting remotely, the mechanisms for remote attendancewill cease operation at the end of the General Meeting or, if applicable, uponverification of the non-existence of a sufficient quorum to hold the meeting. In reliance on the aforementioned provisions, the Board of Directors hasdeveloped the following rules applicable to proxy-granting and distance votingprior to the Meeting and to remote attendance: A) ADVANCE PROXY-GRANTING AND DISTANCE VOTING 1. Proxy-granting by remote means of communication Means whereby a proxy may be granted The remote means of communication which are valid to grant such proxyrepresentation are as follows: (i) Electronic means: In order to grant a proxy by means of electronic communication with the Company,the shareholders of the Bank must do so through the Bank's website (www.santander.com). The mechanism to grant a proxy by electronic means shall be such as properlyguarantees the security and the identity of the person granting the proxy.Therefore, shareholders who wish to use this proxy-granting mechanism must havepreviously signed one of the following agreements with the Bank, which makesavailable to them a set of passwords to access the distance voting andproxy-granting software application and, by means thereof, an electronicsignature: (a) Multi-Channel Agreement: individual shareholders who have already enteredinto a Multi-Channel Agreement with the Bank may rely upon it and use, forpurposes of electronic proxy-granting, the passwords and electronic signaturealready available to them pursuant to such agreement. (b) Agreement for Access to Electronic Voting and Proxy-Granting and RemoteAttendance: shareholders who have not entered into a Multi-Channel Agreementmust execute, for the sole purpose of using the electronic voting andproxy-granting mechanisms, and without any charge by the Bank, an Agreement forAccess to Electronic Voting and Proxy-Granting and Remote Access. From the date of the call to meeting, the information and requirements needed tosign either of these agreements may be viewed on the Bank's website (www.santander.com). Once a shareholder has signed either of the aforementionedagreements and the shareholder has the corresponding set of passwords andelectronic signature, such shareholder may, as from 6 October 2006, through the"General Shareholders' Meeting" section of the Bank's website (www.santander.com), grant a proxy to another person to represent the shareholder at the Meeting. Shareholders who grant a proxy by electronic means undertake to notify theappointed representative of the proxy being granted. Where a proxy is granted toa Director and/or the General Secretary of the Bank or a remote attendee at theMeeting, such notice shall be deemed given upon receipt by the Bank of suchelectronic proxy. Electronic proxies must be accepted by the representative, without whichacceptance they may not be used. For such purpose, all electronic proxiesgranted to persons other than the Directors and/or the General Secretary and/ora remote attendee at the Meeting must be printed, signed and submitted, togetherwith an identifying document, by the appointed representative to the staff incharge of the shareholders' register on the date and at the place of theMeeting, within one hour immediately prior to the time established forcommencement thereof. In the case of electronic proxies sent through the Bankand granted to persons who attend the Meeting from a distance, the Bank'ssoftware application will show such remote attendees the proxies that have beenreceived in order for them to accept such proxies, if they are willing to do so.The person to whom voting powers are delegated may only exercise such powers byattending the Meeting in person (physically or from a distance). (ii) Hand-delivery or postal correspondence In order to grant a proxy by hand-delivery or postal correspondence,shareholders must complete and sign the "Proxy" section of the printedattendance, proxy and voting card issued by the Bank. Such proxies must beaccepted by the representative, without which acceptance they may not be used.For such purpose, the representative may set his/her signature in theappropriate space on the attendance and proxy card itself. The person to whomvoting powers are delegated may only exercise such powers by attending theMeeting in person, for which purpose, if he/she physically attends the Meeting,he/she must present an identifying document when entering the premises where theMeeting is held. In the case of proxies granted by hand-delivery or postalcorrespondence to persons who attend the Meeting remotely, and provided thatsuch proxies have been sent through the Bank, the Bank's software applicationwill show such remote attendees the proxies that have been received in order forthem to accept said proxies, if they are willing to do so. The duly completed and signed card must be delivered to any Office of the Bankor sent by postal correspondence to Registro de Accionistas, Apartado numero 683F.D. 28080 Madrid. In addition, as is customary practice and pursuant to the provisions of theRegulations for the Meeting, the duly completed and signed proxy card may alsobe submitted, together with an identifying document, by the appointedrepresentative who physically attends the Meeting to the staff in charge of theshareholders' register on the date and at the place of the General Shareholders'Meeting, within one hour immediately prior to the time established forcommencement thereof. 2. Voting prior to the Meeting by remote means of communication Means to cast a vote from a distance The remote means of communication which are valid for purposes of casting a votefrom a distance are the following: (i) Electronic means: In order to cast their vote from a distance by means of electronic communicationwith the Company, the shareholders of the Bank must do so through the Bank'swebsite (www.santander.com). The mechanism to cast a vote from a distance by electronic means shall be suchas properly guarantees security and the identity of the person casting the vote.Therefore, shareholders who wish to use this voting mechanism must havepreviously signed one of the agreements specified in section 1 (i) above. Once a shareholder has executed either of the aforementioned agreements and theshareholder has the corresponding set of passwords and electronic signature,such shareholder may, as from 6 October 2006, through the "General Shareholders'Meeting" section of the Bank's website (www.santander.com), cast theshareholder's vote from a distance with respect to the items on the agenda ofthe General Shareholder's Meeting. (ii) Hand-delivery or postal correspondence In order to cast a vote from a distance by hand-delivery or postalcorrespondence, shareholders must complete and sign the "Distance Voting"section of the printed attendance, proxy and voting card issued by the Bank. Theduly completed and signed card must be delivered to any Office of the Bank orsent by postal correspondence to Registro de Accionistas, Apartado numero 683F.D. 28080 Madrid. 3. Basic rules on voting and proxy-granting prior to the Meeting and attendancein person (physically or from a distance) 3.1 Deadline for receipt by the Company of proxies granted and votes cast from adistance prior to the Meeting 3.1.1 Proxies and distance votes sent by hand-delivery or postal correspondence In order to be valid, and pursuant to the provisions of the By-Laws, bothproxies granted from a distance and votes cast from a distance sent byhand-delivery or postal correspondence must be received by the Company beforemidnight of the third day prior to the date the Meeting is to be held on firstcall, i.e., prior to midnight on 19 October 2006. As provided in the Regulations for the Meeting, after the expiration of theabove-mentioned deadline, there shall only be admitted such proxies as aregranted in writing and submitted by the appointed representative who physicallyattends the Meeting to the staff in charge of the shareholders' register, on thedate and at the place of the Meeting and within one hour immediately prior tothe time established for commencement thereof. 3.1.2 Proxies and distance votes sent by electronic means As authorized in the By-Laws and the Regulations for the Meeting, on occasion ofthis General Shareholders' Meeting, the Board of Directors has resolved toreduce the minimum advance period to receive proxies and votes from a distancesent by electronic means, the deadline being set at prior to midnight on the dayprior to the date that the Meeting is scheduled to be held on first call.Therefore, in order to be valid, proxies granted from a distance as well asvotes cast from a distance through electronic means must be received by theCompany prior to midnight on the day prior to the date that the Meeting isscheduled to be held on first call, i.e., prior to midnight on 21 October 2006. As provided in the Regulations for the Meeting, after the expiration of theabove-mentioned deadline, there shall only be admitted such proxies as aregranted in writing and submitted by the appointed representative who physicallyattends the Meeting to the staff in charge of the shareholders' register, on thedate and at the place of the Meeting and within one hour immediately prior tothe time established for commencement thereof. 3.2 Rules of priority among proxies, distance voting and attendance in person(physically or from a distance) 3.2.1 Priorities among proxies, distance voting and attendance in person (i) Attendance at the Meeting in person (whether physically or from a distance)by a shareholder who has previously granted a proxy or voted from a distance,irrespective of the means used to cast such vote, shall render said proxy orvote ineffective. (ii) Likewise, the vote, irrespective of the means used to cast it, shall renderineffective any electronic or written proxy, whether it has been grantedpreviously, in which case it shall be deemed revoked, or is grantedsubsequently, in which case it shall be deemed not to have been granted. 3.2.2 Priorities based upon the means used to grant the proxy or cast the vote (i) In the event that a shareholder validly grants an electronic proxy, on theone hand, and by means of a printed card, on the other, the latter shall prevailover the former, regardless of the respective dates thereof. (ii) Likewise, a vote validly cast under a handwritten signature set on theprinted card shall render void the vote cast electronically, whether previouslyor subsequently. 3.3 Modification of the vote cast from a distance Once cast, a distance vote may not be modified, except in the event ofattendance at the Meeting in person (whether physically or from a distance) bythe shareholder who has cast such vote or, in the case of electronic voting,also by a subsequent vote cast within the established deadline, by means of theattendance, proxy and voting card (hand-delivery or postal correspondence). 3.4 Other matters In the event that electronic means are used, only one electronic session shallbe allowed for each type of operation (advance proxy-granting and voting, andremote attendance). Both the proxy granted and the vote cast from a distance shall be renderedineffective by the transfer of shares of which the Company is aware. Either or any of the joint holders of deposited shares may vote, grant a proxyor attend the Meeting, and the rules of priority set forth in section 3.2 hereofshall apply to them. For purposes of the provisions of Section 66 of theBusiness Corporations Law, it is presumed that the joint holder who carries outan act (proxy-granting, voting, or attending physically or from a distance) atany time has been appointed by the other joint holders to exercise the rightsaccruing to a shareholder. Shareholders that are legal entities or do not reside in Spain must call theShareholders' Line in order to adapt, with proper safeguards, the distancevoting and proxy-granting mechanisms to their particular situation. Shareholders shall be solely responsible for safeguarding the passwords foraccessing and using the electronic proxy-granting and voting service. If theshareholder is a legal entity, it shall give notice of any modification orrevocation of the powers vested in its representative, and therefore, the Bankdisclaims any and all liability until such notice is given. 4. Technical incidents The Bank reserves the right to modify, suspend, cancel or restrict themechanisms for electronic voting and proxy-granting prior to the Meeting, whenso required for technical or security reasons. The Bank shall not be liable for any damage that shareholders may sustain as aresult of failures, overloads, downtime, failed connections or any other eventof the same or a similar nature, which are beyond the Bank's control and preventthe use of the mechanisms for electronic voting and proxy-granting prior to theMeeting. B) REMOTE ATTENDANCE AT THE MEETING In order to ensure the identity of the attendees, the proper exercise of theirrights, real-time interactivity, and the proper progress of the Meeting,shareholders (or their representatives) who wish to use the remote attendancemechanisms must have previously entered into one of the following agreementswith the Bank, whereby a set of passwords is made available to them in order toaccess the remote attendance software application and, by means thereof, anelectronic signature: (a) Multi-Channel Agreement: natural persons who have already entered into aMulti-Channel Agreement with the Bank may rely upon it and use, for purposes ofremote attendance, the passwords and electronic signature already available tothem under the terms of such agreement. (b) Agreement for Access to Electronic Voting and Proxy-Granting and RemoteAttendance at the Meeting: natural or corporate persons who have not enteredinto a Multi-Channel Agreement must execute, for the sole purposes of remoteattendance at the Meeting and casting a vote thereat and without any charge bythe Bank, an Agreement for Access to Electronic Voting and Proxy-Granting andRemote Attendance at the Meeting. From the date of the call to meeting, the information and requirements needed tosign either of these agreements may be viewed on the Bank's website (www.santander.com). Once a shareholder (or his/her representative) has executedeither of the aforementioned agreements and has its corresponding set ofpasswords and electronic signature, such shareholder may, through the "GeneralShareholders' Meeting" section on the Bank's website (www.santander.com), attendand vote at the Meeting by remote means of communication in real time. Remote attendance at the Meeting shall be subject to the following basic rules,and all matters not expressly contemplated herein shall be governed by theprovisions posted on the Bank's website and those set forth in Law, the By-Lawsand the Regulations for the Meeting: (i) Logging-on, registration and attendance: Pursuant to the provisions of theRegulations for the Meeting, and in order to permit the appropriate managementof remote attendance systems, shareholders (or their representatives) who wishto attend the Meeting and vote by remote means of communication shall registerby logging on between 7:30 a.m. and 8:30 a.m. on the date of the Meeting. Noattendee registration shall be admitted outside of this time period. In the event that the Meeting is held on second call, attendees who haveregistered for the Meeting on first call will be required to carry out theregistration process again in order to be able to attend. If persons attending from a distance have been granted proxies, and providedalways that such proxies have been received by the Company within the deadlinesfor admission, the software application will show such proxies to them so thatthey accept them, if they are willing to do so. Attendees who wish to state before the Notary that they expressly leave theMeeting must do so by using the form included for such purpose in the remoteattendance software application. Once they have notified the Notary of theirexpress intent to leave the meeting, all actions thereafter taken by suchshareholders shall be deemed not taken. In any event, by means of a connectionto the software application, the Notary will be aware of the actions taken bythe persons who attend the Meeting from a distance, including the votes that maybe cast by them. (ii) Participation: Shareholders (or their representatives) who, in the exerciseof their rights, intend to participate in the Meeting and, where applicable,request information or clarifications in connection with the items on the agendaor make proposals shall express their intent to do so at the time ofregistration. Following such expression of intent, and exclusively by means ofthe participation form prepared for such purpose, persons attending remotely maystate in writing and send the contents of their participation or their questionor proposal from the time the Chairman declares a quorum to have been met forthe Meeting until the participation period ends. Persons attending from adistance who wish their participation to be recorded in the minutes of theMeeting must expressly state such desire in the text in which the contents oftheir participation are set forth. As the participation of each person attending from a distance is received, suchparticipation will be accessible to the attendees who are physically present atthe place of the Meeting. In turn, remote attendees shall be able to access eachsuch participation by logging onto the website indicated in the softwareapplication. In any event, requests for information or clarification made by remote attendeeswill be answered in writing within seven days of the Meeting, pursuant to theprovisions of Section 97.5 of the Business Corporations Law. (iii) Voting: Vote on the proposals relating to the items on the agenda may becast as from the moment when the Chairman declares the Meeting to be validlyconvened and provided always that the attendee has registered by following theprocedure described in sub-section (i) above; in the event of alternativeproposals, the provisions of the second paragraph of Article 21.1 of theRegulations for the Meeting shall apply. As regards proposed resolutions onmatters that, as prescribed by law, need not be specified on the agenda, remoteattendees may cast their vote as from the moment when the Secretary of theGeneral Shareholders' Meeting reads out such proposals for a vote to be takenthereon. In all events, the remote voting process with respect to all theproposals submitted to the shareholders acting at the Meeting will come to anend when, following the reading of the summaries of the proposed resolutions bythe Secretary of the Meeting, the vote commences on the proposed resolutions atthe premises where the Meeting is held. The vote on the proposed resolutions shall be governed by the procedurecontemplated in the By-Laws and the Regulations for the Meeting. (iv) Other matters: Legal entities or those persons that do not reside in Spainmust call the Shareholders' Line in order to adapt, with proper safeguards, themechanisms for attending the Meeting by remote means of communication in realtime. In the case that more than one of the joint holders of deposited securities arein attendance, the joint holder who is first to register (physically or from adistance) shall be deemed an attendee, and therefore, any subsequent access bythe other joint holders shall be denied. In connection with the foregoing, andfor purposes of the provisions of Section 66 of the Business Corporations Law,the joint holder who first registers (physically or from a distance) shall bedeemed to have been appointed by the other joint holders to exercise the rightsaccruing to a shareholder. Shareholders (or their representatives) shall be solely responsible forsafeguarding the passwords for accessing and using the remote attendanceservice. If they are a legal entity, it shall give notice of any modification orrevocation of the powers vested in its representative, and therefore, the Bankdisclaims any and all liability until such notice is given. The Bank reserves the right to modify, suspend, cancel or restrict themechanisms for remote attendance at the Meeting when so required for technicalor security reasons. The Bank shall not be liable for any damage thatshareholders may sustain as a result of failures, overloads, downtime, failedconnections or any other event of the same or a similar nature, which are beyondthe Bank's control and prevent the use of the mechanisms for remote attendanceat the Meeting. For further information on proxy-granting and distance voting and remoteattendance at the Meeting, shareholders may write to the e-mail [email protected], call the Shareholders' Line 902 11 17 11, or goto the Office of the Shareholder, Ciudad Grupo Santander, Avda. Cantabria, s/n,28660 - Boadilla del Monte (Madrid). The Company's website (www.santander.com)may also be visited for further information. RIGHT TO RECEIVE INFORMATION In addition to the provisions of Section 112 of the Business Corporations Law,and pursuant to Section 238 and related provisions of the Business CorporationsLaw, it is stated for the record that shareholders, debtholders and holders ofspecial rights other than shares have the right to examine and obtain the fulltext of the documents listed below in the registered office of the Company, orto request from the Company the immediate and free delivery of such documents: - The Merger Plan. - The annual accounts and, if applicable, the management report for thelast three fiscal years of the companies participating in the merger, togetherwith the corresponding auditors' reports. - The merger balance sheet of each of the companies participating in themerger, together with the verification report issued by the correspondingauditors. - The current by-laws of each one of the companies participating in themerger. No amendments are planned to be made to the by-laws of Banco SantanderCentral Hispano, S.A. as a result of the merger. - A list of either names, surnames and age, for natural persons, orcorporate names, for legal entities, and in both cases the nationality andaddress of the directors of the companies participating in the merger, as wellas the date on which they took office. No changes in the composition of theBoard of Directors of the Company are planned as a result of the merger The abovementioned documents will be made available for their examination bylabor representatives in the registered office of the Company. All of the aforementioned documents will be available by data transmission meanson the website of the Company (http://www.santander.com). Pursuant to the provisions of the Regulations for the Meeting, such requests asare admissible in the exercise of the shareholders' right to receive informationmay be made by sending an e-mail to the address [email protected],in which case, in order to provide the system with adequate guarantees ofauthenticity and of identity of the shareholder who exercises the right toreceive information, such shareholder shall set forth in such e-mail his/herfull name (or its corporate name), Tax Identification Number, and the number ofshares that the shareholder holds. As provided in Section 117 of SecuritiesMarket Law 24/1988, of 28 July, and unless otherwise indicated by theshareholder, the requests for information that have been received at theaforementioned e-mail address may be dealt with by the Bank by means of ananswer sent to the e-mail address of the shareholder-sender. The request mayalso be made by delivering or mailing the written petition, bearing thehandwritten signature of the requesting party, to the registered office. INFORMATION REGARDING THE MERGER PLAN Pursuant to the provision of Section 240.2 of the Business Corporations Law, theminimum disclosures of the Merger Plan required by law are included below: 1. Identification of the Companies Participating in the Merger 1.1 Absorbing Company BANCO SANTANDER CENTRAL HISPANO, S.A., a Spanish company, domiciled in the cityof Santander, Paseo de Pereda, numbers nine through twelve, founded in the cityof Santander under a notarial instrument executed on March 3, 1856 before theNotary Mr. Jose Dou Martinez, which was ratified and partially amended byanother instrument dated March 21, 1857 and executed before another SantanderNotary, Mr. Jose Maria Olaran; it started business on August 20, 1857. It wastransformed into a credit Corporation (Sociedad Anonima de credito) under anotarial instrument executed before the Santander Notary Mr. Ignacio Perez onJanuary 14, 1875, which was amended by subsequent notarial instruments, andrecorded in the Commercial Registry Book of the Government Development Sectionin the Province of Santander. Under a notarial instrument executed before theMadrid Notary Mr. Antonio Fernandez-Golfin Aparicio on April 13, 1999, number1212 of the book of notarial records, Banco Santander and Banco CentralHispanoamericano, S.A. merged through the absorption of the latter by theformer, with the corporate name changing from "Banco Santander, S.A." to "BancoSantander Central Hispano, S.A."; such notarial instrument was recorded with theCommercial Registry of Cantabria in volume 676, book 0, section 8, page S-1960,folio 28, entry 596. Banco Santander is registered with the Commercial Registry of Cantabria involume 838, folio 115, page S-1960, entry 1448. Its tax ID code is A-39000013. The Absorbing Company is also registered in the Special Registry of Banks andBankers under code number 0049. 1.2 Absorbed Companies 1. RIYAL, S.L., a Spanish company, with its registered office at Avenida deCantabria, s/n, Ciudad Grupo Santander, 28660 Boadilla del Monte (Madrid). It isregistered in the Commercial Registry of Madrid, in Volume 7061, Folio 127,Section 8, Page number M-114766, entry one. The company's tax ID code isB-80712045. 2. LODARES INVERSIONES, S.L. SOCIEDAD UNIPERSONAL, a Spanish company, with itsregistered office at Avenida de Cantabria, s/n, Ciudad Grupo Santander, 28660Boadilla del Monte (Madrid). It is registered in the Commercial Registry ofMadrid, in Volume 11646, Folio 46, Section 8, Page number M-182879, entry one.The company's tax ID code is B-81564502. 3. SOMAEN DOS, S.L. SOCIEDAD UNIPERSONAL, a Spanish company, with its registeredoffice at Avenida de Cantabria, s/n, Ciudad Grupo Santander, 28660 Boadilla delMonte (Madrid). It is registered in the Commercial Registry of Madrid, in Volume9227, Folio 173, Section 8, Page number M-148457, entry one. The company's taxID code is B-81109720. 4. GESSINEST CONSULTING, S.A. SOCIEDAD UNIPERSONAL, a Spanish company, with itsregistered office at Avenida de Cantabria, s/n, Ciudad Grupo Santander, 28660Boadilla del Monte (Madrid). It is registered in the Commercial Registry ofMadrid, in Volume 12799, Folio 60, Section 8, Page number M-205412, entry one.The company's tax ID code is A-81944308. 5. CARVASA INVERSIONES, S.L. SOCIEDAD UNIPERSONAL, a Spanish company, with itsregistered office at Avenida de Cantabria, s/n, Ciudad Grupo Santander, 28660Boadilla del Monte (Madrid). It is registered in the Commercial Registry ofMadrid, in Volume 11621, Folio 60, Section 8, Page number M-182502, entry one.The company's tax ID code is B-81564387. 2. Exchange Rates and Procedures As the Absorbing Company, Banco Santander Central Hispano, S.A., owns directlyor indirectly (in this latter case, through Absorbed Companies participating inthis merger process) all of the corporate interests and shares into which thecapital of the Absorbed Companies is divided, there is no need, pursuant to theprovisions of Section 250 of the Business Corporations Law, for an increase inthe capital of Banco Santander, and therefore, it is also not necessary to setforth in the merger plan either the exchange rate or the procedure for exchangeof the corporate interests and shares of the Absorbed Companies, or the datefrom which the new shares will give the right to participate in the corporateprofits. Likewise, in accordance with the provisions of Section 250 of the BusinessCorporations Law, the preparation of reports on the merger plan by the directorsof the Companies participating in the merger or by an independent expert willnot be required. Finally, given that this is a merger by absorption of wholly-owned companies,the directors of all of the Companies believe that no amendment of the By-Lawsof the Absorbing Company or any change in the composition of the managementdecision-making body thereof will be required. On the date of registration of the merger, all of the shares and interests inthe Absorbed Companies, whether they be owned by the Absorbing Company or by theAbsorbed Companies, will be fully cancelled, terminated and voided. 3. Effective Date of the Merger for Accounting Purposes January 1, 2006 is set as the date as from which all transactions of theAbsorbed Companies will, for accounting purposes, be deemed conducted by theAbsorbing Company. 4. Special Rights and Benefits Accorded to the Directors In neither the Absorbing Company nor the Absorbed Companies is there any kind ofspecial or preferred corporate interest or share, nor are there any persons whohold special rights other than the corporate interests or shares, and therefore,no special rights are to be accorded and no options of any kind are to beoffered. No benefits of any kind will be accorded at Banco Santander to the directors ofany of the Companies participating in the aforementioned merger transaction.Pursuant to the provisions of Section 250 of the Business Corporations Law, noindependent expert will participate in this merger. DOCUMENTS AVAILABLE ON THE WEBSITE Apart from the above-mentioned right to receive information, the followingdocuments, amongst others, shall be available for consultation on the Company'swebsite (http://www.santander.com) as from the date of the call to Meeting: (i) This notice of call to Meeting. (ii) The full text of the proposals corresponding to all of the itemson the Agenda of the General Shareholders' Meeting. (iii) The rules applicable to proxy-granting and voting by remote meansof communication and to remote attendance at the Meeting. (iv) The current By-laws of the Company. (v) The current Regulations for the General Shareholders' Meeting. Santander, 20 September 2006 General Secretary,Ignacio Benjumea This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Banco Santander