25th Jun 2007 08:35
Banco Santander Central Hispano SA25 June 2007 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 27 July 2007,at 12:00 p.m., on second call, in the event that, due to failure to reach therequired quorum, such Meeting cannot be held on first call, which is also herebyconvened to be held at the same place and time on 26 July 2007, in order for theshareholders to consider and resolve upon items One through Three of thefollowing AGENDA One.- Authorisation to the Board of Directors so that it may, pursuant to the provisions of Section 153.1.b) of the Business Corporations Law (Ley de Sociedades Anonimas), increase capital on one or more occasions and at any time, within a period of three years, by means of cash contributions and up to the maximum nominal amount of 1,563,574,144.5 euros, all under such terms and conditions as it deems appropriate, depriving of effect the authorisation granted under resolution Seven.II) of the Ordinary General Meeting of Shareholders of 18 June 2005. Delegation of powers to exclude pre-emptive rights, under the provisions of Section 159.2 of the Business Corporations Law. Two.- Issuance of debentures mandatorily convertible into Banco Santander shares in the amount of 5,000,000,000 euros. Provision for incomplete subscription and exclusion of pre-emptive rights. Determination of the basis for and terms of the conversion and increase in share capital in the amount required to satisfy the requests for conversion. Delegation to the Board of Directors of the power to implement the issuance and establish the terms thereof as to all matters not contemplated by the General Meeting. Three.- Authorisation to the Board of Directors to interpret, remedy, supplement, carry out and further develop the resolutions adopted by the shareholders at the Meeting, as well as to substitute the powers received from the shareholders at the Meeting, and grant of powers to convert such resolutions into notarial instruments. SUPPLEMENT TO THE NOTICE OF THE MEETING Shareholders representing at least five percent of the share capital may requestthe publication of a supplement to this notice of meeting, including one or moreitems in the Agenda. This right must be exercised by means of verifiable noticethat must be received at the Company's registered office within five days of thepublication of this notice of meeting, with a statement of the identity of theshareholders exercising such right and of the number of shares held by them, aswell as of the items to be included in the Agenda, attaching, if appropriate,any other relevant documentation. PARTICIPATION OF A NOTARY AT THE MEETING The Board of Directors has resolved to request the presence of a Notary 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 Rules and 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 who meets the requirements established in the Bylaws has the right toattend this Meeting. Such right to attend may be delegated pursuant to theprovisions governing this matter under Section 106 of the Business CorporationsLaw, the Bylaws and the Rules and 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 Bylaws andArticles 8 and 20 of the Rules and Regulations for the General Shareholders'Meeting. The mechanisms for the exercise of voting rights and proxy-grantingprior to the Meeting by electronic means will be available on the Bank's website(www.santander.com) beginning on 11 July 2007 and will cease operation at 6 p.m.on 25 July 2007. In addition, as permitted by the provisions of paragraph 5 of Article 24 of theBylaws and the Additional Provision of the Rules and Regulations for the GeneralShareholders' Meeting, the Board has resolved that attendance at the Meeting isalso possible through the use of data transmission means that allow forreal-time connection with the premises where the Meeting is held ("remoteattendance"). The means to remotely attend the meeting will be available on theBank's website (www.santander.com) at 10:30 a.m. on 26 July 2007 (first call)and, if applicable, at 10:30 a.m. on the following day, 27 July 2007 (secondcall); shareholders (or their representatives) wishing to attend remotely,whether on first or second call, must register no later than 11:30 a.m. on therelevant day. For those persons who attend the Meeting remotely, the mechanismsfor remote attendance will cease operation at the end of the GeneralShareholders' Meeting or, if applicable, upon determination that the quorumrequired to hold the meeting is not present. 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) PROXY-GRANTING AND DISTANCE VOTING PRIOR TO THE MEETING 1. Proxy-granting by remote means of communication Means whereby a proxy may be granted The remote means of communication that are valid to grant such proxyrepresentation are the following: (i) Electronic means: In order to grant a proxy by means of electronic communication with the Company,the shareholders of the Bank must do so through the Bank's website (www.santander.com). The mechanism to grant a proxy by electronic means shall be such as properlyguarantee the security and the identity of the person granting the proxy.Therefore, shareholders wishing to use this proxy-granting mechanism must havepreviously signed one of the following agreements with the Bank, giving them aset of passwords to access the distance voting and proxy-granting softwareapplication and, by means thereof, an electronic signature: (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 under 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 ("Agreement forAccess and Use of the section of Electronic Voting and Proxy-Granting andAttendance to the General Shareholders' Meeting by remote means of communication"). From the date of the notice of the meeting, the information and requirements tosign either of such 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 11 July 2007, 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 granted. Where a proxy is granted to aDirector 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 proxy-holder, and may not be usedwithout such acceptance. For such purpose, all electronic proxies granted topersons other than the Directors and/or the General Secretary and/or a remoteattendee at the Meeting must be printed, signed and produced, together with anidentifying document, by the appointed proxy-holder to the staff in charge ofthe shareholders' register on the date and at the place of the Meeting,beginning one hour prior to the time established for commencement of theMeeting. In the case of electronic proxies sent through the Bank and granted topersons attending the Meeting from a distance, the Bank's software applicationwill show such remote attendees the proxies received in order for them to acceptsuch proxies, if they are willing to do so. The person to whom voting powers aredelegated may only exercise such powers by attending the Meeting in person(physically or from a distance). (ii) Hand delivery or postal correspondence In order to grant a proxy by hand delivery or postal correspondence,shareholders must complete and sign the "Proxy" section of the printedattendance, proxy and voting card issued by the Bank. Such proxies must beaccepted by the proxy-holder, without which acceptance they may not be used. Forsuch purpose, the proxy-holder may sign in the appropriate space on theattendance and proxy card itself. The person to whom voting powers are delegatedmay only exercise such powers by attending the Meeting in person, for whichpurpose, if he/she physically attends the Meeting, he/she must produce anidentifying document when entering the premises where the Meeting is held. Inthe case of proxies granted by hand-delivery or postal correspondence to personswho attend the Meeting remotely, and provided that such proxies have been sentthrough the Bank, the Bank's software application will show such remoteattendees the proxies received in order for them to accept said proxies, if theyare 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 and pursuant to the provisions of the Rules andRegulations for the General Shareholders' Meeting, the duly completed and signedproxy card may also be submitted, together with an identifying document, by theappointed proxy-holder who physically attends the Meeting to the staff in chargeof the shareholders' register on the date and at the place where the GeneralShareholders' Meeting is to be held, beginning one hour prior to the timeestablished for commencement thereof. 2. Voting prior to the Meeting by remote means of communication Means for casting a vote from a distance The remote means of communication which are valid for purposes of casting a 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 votes from a distance by electronic means shall be such asproperly guarantees security and the identity of the person casting the vote. Tosuch end, 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 11 July 2007, 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 forthe 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 683 F.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 Bylaws, both proxiesgranted from a distance and votes cast from a distance sent by hand-delivery orpostal correspondence must be received by the Company before midnight of thethird day prior to the date on which the Meeting is to be held on first call,i.e., prior to midnight on 23 July 2007. As provided in the Rules and Regulations for the General Shareholders' Meeting,after the expiration of the above-mentioned deadline, there shall only beadmitted such proxies as are granted in writing and submitted by theproxy-holder who physically attends the Meeting to the staff in charge of theshareholders' register, on the date and at the place where the Meeting is to beheld, and beginning one hour prior to the time established for commencementthereof. 3.1.2 Proxies and distance votes sent by electronic means Pursuant to the provisions of the Bylaws and of the Rules and Regulations forthe General Shareholders' Meeting, on the occasion of this General Shareholders'Meeting, the Board of Directors has resolved to reduce the minimum advanceperiod established to receive proxies and votes from a distance sent byelectronic means, the deadline now being set at 6 p.m. on the day prior to thedate on which the Meeting is to be held on first call. Therefore, in order to bevalid, both proxies granted from a distance and votes cast from a distancethrough electronic means must be received by the Company prior to 6 p.m. on theday prior to the date on which the Meeting is to be held on first call, i.e.,prior to 6 p.m. on 25 July 2007. As provided in the Rules and Regulations for the General Shareholders' Meeting,after the expiration of the above-mentioned deadline, there shall only beadmitted such proxies as have been granted in writing and submitted by theappointed proxy-holder who physically attends the Meeting to the staff in chargeof the shareholders' register, on the date and at the place of the Meeting andbeginning one hour prior to the time established for commencement thereof. 3.2 Rules of priority among proxies, distance voting and attendance in person(physically or from a distance) 3.2.1 Priorities among proxies, distance voting and attendance in person (i) Attendance at the Meeting in person (whether physically or from a distance)by a shareholder who has previously granted a proxy or voted from a distance,irrespective of the means used to cast such vote, shall render said proxy orvote ineffective. (ii) Likewise, the vote, irrespective of the means used to cast it, shall renderineffective any electronic or written proxy, whether granted previously, inwhich case it shall be deemed revoked, or subsequently, in which case it shallbe deemed not to have been granted. 3.2.2 Priorities based upon the means used to grant the proxy or cast the vote (i) In the event that a shareholder validly grants a proxy, electronically, onthe one hand, and by means of a printed card, on the other, the latter shallprevail over the former, regardless of the respective dates thereof. (ii) Likewise, a vote validly cast under a handwritten signature on the printedcard shall render void the vote cast electronically, whether previously orsubsequently. 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 cast such vote or, in the case of electronic voting, also bya 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 disposition 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 paragraph 3.2hereof shall apply. For purposes of the provisions of Section 66 of the BusinessCorporations Law, it is presumed that the joint holder who carries out an act(proxy-granting, voting, or attending physically or from a distance) at any timehas been appointed by the other joint holders to exercise the rights accruing toa 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 the Bank thereforedisclaims 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 GeneralShareholders' Meeting, when so 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 eventsof 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 on it and use, for purposes ofremote attendance, the passwords and electronic signature already available tothem under such agreement. (b) Agreement for Access to Electronic Voting and Proxy-Granting and RemoteAttendance at the Meeting: individuals or legal entities who have not enteredinto a Multi-Channel Agreement must execute, for the sole purpose of remoteattendance at the Meeting and of casting a vote thereat and without any chargeby the Bank, an Agreement for Access to Electronic Voting and Proxy-Granting andRemote Attendance at the Meeting ("Agreement for Access and Use of the sectionof Electronic Voting and Proxy-Granting and Attendance to the GeneralShareholders' Meeting by remote means of communication"). From the date of the notice of the meeting, the information and requirements toexecute 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 Bylawsand the Rules and Regulations for the General Shareholders' Meeting: (i) Logging-on, registration and attendance: Pursuant to the provisions of theRules and Regulations for the General Shareholders' Meeting, and in order topermit the appropriate management of remote attendance systems, shareholders (ortheir representatives) who wish to attend the Meeting and vote by remote meansof communication shall register by logging on between 10:30 a.m. and 11:30 a.m.on the date of the Meeting. No attendee registration shall be admitted outsideof 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 providedthat such proxies have been received by the Company within the deadlines foradmission thereof, the software application will show them such proxies 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 intention of leaving the meeting, all actions taken by such shareholdersthereafter shall be deemed not taken. In any event, by means of a connection tothe software application, the Notary will be aware of the actions taken by thepersons who attend the Meeting from a distance, including the votes that may becast 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 valid quorum to have beenestablished for the Meeting until the participation period ends. Personsattending from a distance who wish their participation to be recorded in theminutes of the Meeting must expressly state such desire in the text in which thecontents of their 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: Votes 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 the Rulesand Regulations for the General Shareholders' Meeting shall apply. As regardsproposed resolutions on matters that, as prescribed by law, need not bespecified on the agenda, remote attendees may cast their vote as from the momentwhen the Secretary of the General Shareholders' Meeting reads out such proposalsfor a vote to be taken thereon. In all events, the remote voting process withrespect to all the proposals submitted to the shareholders acting at the GeneralShareholders' Meeting will come to an end when, following the reading of thesummaries of the proposed resolutions by the Secretary of the Meeting, the votecommences on the proposed resolutions at the premises where the Meeting is held. The vote on the proposed resolutions shall be governed by the procedurecontemplated in the Bylaws and in the Rules and Regulations for the GeneralShareholders' Meeting. (iv) Other matters: Legal entities and 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 event that more than one of the joint holders of deposited securities arein attendance, the joint holder who is the first to register (physically or froma distance) 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 registers first (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 the shareholder is a legal entity, it shall give notice of anymodification or revocation of the powers vested in its representative, and theBank therefore disclaims 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 General Shareholders' Meeting when sorequired for technical or security reasons. The Bank shall not be liable for anydamage that shareholders may sustain as a result of failures, overloads,downtime, failed connections or any other events of the same or a similarnature, which are beyond the Bank's control and prevent the use of themechanisms for remote attendance at 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). Further information is also available onthe Company's website (www.santander.com). RIGHT TO RECEIVE INFORMATION In addition to the provisions of Section 112 of the Business Corporations Law,starting on the date of publication of the notice of the Meeting, shareholdersmay examine at the registered office, as well as request that there be deliveredor sent to them free of charge, the following documents: (i) In connection with item One of the agenda, the full text of the proposedresolution and of the mandatory directors' report, pursuant to the provisions ofSections 144.1.a), 152.1, 153.1 and 159.2 of the Business Corporations Law. (ii) In connection with item Two of the agenda, the full texts of the proposedresolution, of the mandatory directors' report, pursuant to the provisions ofSection 292 of the Business Corporations Law, and of the corresponding reportsof the auditor other than the Company's auditor and appointed by the CommercialRegistry, for the purposes set forth in Sections 292.2 and 159.1.b) of theBusiness Corporations Law. In addition, there shall also be made available tothe shareholders the consolidated financial statements of the Bank prepared bythe directors for the three-month period extending between 1 January 2007 and 31March 2007 (balance sheet, profit and loss statement, statement of income andexpenditure, statement of cash flows and notes), together with the correspondingauditor's report. All the aforementioned documents will be accessible by data transmission means,through the Company's website (www.santander.com). Pursuant to the provisions of the Rules and Regulations for the GeneralShareholders' Meeting, such requests as are admissible in the exercise of theshareholders' right to receive information may be made by e-mail [email protected], in which case, in order to provide the systemwith adequate guarantees of authenticity and of identity of the shareholderexercising the right to receive information, such shareholder shall set forth insuch e-mail his/her first name and surname (or corporate name), TaxIdentification Number, and the number of shares held by such shareholder. Asprovided in Section 117 of Securities Market Law 24/1988, of 28 July, and unlessotherwise indicated by the shareholder, the requests for information received atthe aforementioned 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 of theCompany. DOCUMENTS AVAILABLE ON THE WEBSITE Apart from the above-mentioned right to receive information, the followingdocuments. among others, shall be available for viewing on the Company's website(www.santander.com) as from the date of the notice of the Meeting: (i) This notice of the Meeting. (ii) The full text of the proposed resolutions regarding all of the items on theAgenda for the General Shareholders' Meeting, together with the mandatorydirectors' reports (items One and Two) and the report of the auditor other thanthe Company's auditor and appointed by the Commercial Registry (item Two). (iii) The Bank's consolidated financial statements prepared by the directors forthe three-month period extending between 1 January 2007 and 31 March 2007(balance sheet, profit and loss statement, statement of income and expenditure,statement of cash flows and notes), together with the corresponding auditor'sreport. (iv) The Bylaws, including the text of such Bylaws resulting from the amendmentssubmitted to the ordinary General Shareholders' Meeting of 23 June 2007 in theevent that they are approved and the relevant administrative authorisations areobtained. (v) The Rules and Regulations for the General Shareholders' Meeting. Santander, 22 June 2007 General Secretary, Ignacio Benjumea This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Banco Santander