Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
February 20 2024 - 6:06AM
Edgar (US Regulatory)
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of February, 2024
Commission File Number: 001-12518
Banco Santander, S.A.
(Exact name of registrant as specified in its
charter)
Ciudad Grupo Santander
28660 Boadilla del Monte (Madrid) Spain
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
Banco Santander, S.A.
TABLE OF CONTENTS
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1 |
Report of Other Relevant Information dated February 19, 2024 |
Item
1
Banco Santander, S.A. (the
“Bank” or “Banco Santander”), in compliance with the Securities Market legislation, hereby communicates
the following:
OTHER
RELEVANT INFORMATION
In
accordance with the provisions of the Spanish Companies Law, Banco Santander hereby attaches the full text of the notice of call to the
ordinary general shareholders’ meeting of the Bank to be held at the Centro de Formación El Solaruco, Avenida de Cantabria
s/n, Ciudad Grupo Santander, in Boadilla del Monte (Madrid, Spain), on 21 March 2024 at 09:30 a.m. (CET), on first call, or on 22 March
2024, at the same place and time, on second call.
The
proposed resolutions, the required reports on the items of the agenda and the remaining documentation relating to the meeting shall be
available as from this date on the corporate website (www.santander.com).
Boadilla del Monte (Madrid),
19 February 2024.
![](https://www.sec.gov/Archives/edgar/data/891478/000095010324002393/image_001.jpg)
BANCO SANTANDER, S.A.
Call to ordinary general shareholders’
meeting
The board of directors has resolved to call the shareholders to the ordinary
general shareholders’ meeting to be held in Centro de Formación El Solaruco (Ciudad Grupo Santander), Avenida de Cantabria
s/n, Boadilla del Monte, on 22 March 2024, at 9.30 a.m. (CET), on second call, in the event that, due to failure to reach the required
quorum, such meeting cannot be held on first call, which is also hereby convened to be held at the same place and time on 21 March 2024.
It will also be possible to attend the meeting remotely on the corporate website www.santander.com,
through the “Annual General Meeting” section, as explained below. At the meeting, the shareholders will have the opportunity
to consider and resolve upon the items of the agenda detailed below:
AGENDA: |
1
Annual accounts and corporate management.
1A Annual accounts and directors’
reports of Banco Santander, S.A. and of its consolidated group for 2023.
1B Consolidated statement of non-financial
information for 2023, which is part of the consolidated directors’ report.
1C Corporate management for 2023.
2
Application of results obtained during 2023.
3
Board of directors: appointment and re-election of directors.
3A Setting of the number of directors.
3B Appointment of Mr. Juan Carlos Barrabés
Cónsul.
3C Appointment of Mr. Antonio Francesco Weiss.
3D Re-election of Mr. Javier Botín-Sanz de
Sautuola y O´Shea.
3E Re-election of Mr. Germán de la Fuente Escamilla.
3F Re-election of Mr. Henrique de Castro.
3G Re-election of Mr. José Antonio Álvarez
Álvarez.
3H Re-election of Ms. Belén Romana García.
4
Re-election of the external auditor for financial year 2024.
5 Share capital.
5A Authorisation to the board
of directors to increase the share capital of the Bank on one or more occasions and at any time, within a 3-year period, through cash
contributions in the maximum nominal amount of EUR 3,956,394,643. Delegation of the power to exclude pre-emptive rights.
5B Reduction in share capital
in the maximum amount of EUR 783,428,928.50, through the cancellation of a maximum of 1,566,857,857 own shares. Delegation of powers.
5C Reduction in share capital
in the maximum amount of EUR 791,278,928.50, through the cancellation of a maximum of 1,582,557,857 own shares. Delegation of powers.
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This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. | 1/9 |
![](https://www.sec.gov/Archives/edgar/data/891478/000095010324002393/image_002.jpg) | Call to ordinary general shareholders’ meeting 2024 |
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AGENDA (cont.): |
6 Remuneration.
6A Directors’ remuneration policy.
6B Setting of the maximum amount
of annual remuneration to be paid to all the directors in their capacity as such.
6C 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.
6D Deferred Multiyear Objectives Variable Remuneration
Plan. 6E Application of the Group’s buy-out regulations.
6F Annual directors’ remuneration report (consultative
vote).
7 Authorisation to the board and
grant of powers for conversion into public instrument.
During the general meeting, information will be
provided regarding the amendments to the Rules and regulations of the board approved since the holding of the last general meeting. |
SUPPLEMENT TO THE CALL TO MEETING: | Shareholders representing 3% or more of the share capital may request the publication of a supplement to this call to meeting, including one or more items on the agenda, and present well- founded proposed resolutions regarding items already included or that should be included on the agenda. These rights may be exercised by certified notice to be received at the registered office of the Company within 5 days of the publication of this call to meeting. During the course of the general shareholders’ meeting, any shareholder is also entitled to make alternative proposals or proposals concerning items that need not be included on the agenda, as provided by the Spanish Capital Corporations Law (Ley de Sociedades de Capital). More information is available on the Bank’s corporate website (www.santander.com). |
MEANS OF PARTICIPATION: |
Every holder of any number of the Bank’s shares
registered in the shareholder’s name 5 days prior to the date on which the general shareholders’ meeting is to be held and
who meets the other requirements established in the Bylaws has the right to participate in this meeting. The following means are available
to participate in the meeting:
1.- Attendance
a)
In-person
b) Remote
2.- Advance proxy-granting and voting
a) Grant a proxy to another person prior to the meeting so that this person may attend in person or remotely and vote on one’s
behalf
b) Distance
voting prior to the meeting |
1 a) In-person attendance |
A shareholder (or his/her proxy representative) who desires
to physically attend the meeting must sign the attendance, proxy and voting card and present it, together with an identifying document,
to the staff in charge of the shareholders’ register on the date and at the place of the meeting, beginning one hour prior to the
time established for commencement of the meeting.
Please bear in mind that attendees
should access Ciudad Grupo Santander through the Centro de Visitas El Faro, from where it takes approximately a further 20 minutes to
get to the venue of the meeting (the auditorium of the Centro de Formación El Solaruco). |
This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. | 2/9 |
![](https://www.sec.gov/Archives/edgar/data/891478/000095010324002393/image_002.jpg) | Call to ordinary general shareholders’ meeting 2024 |
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1 b) Remote attendance |
In order to attend remotely, a shareholder (or his/her
proxy representative) must first sign the Consumer Digital Banking Agreement or the Agreement for Access to Electronic Voting and Proxy-
Granting and Remote Attendance, and follow the following steps.
A. Registration
and attendance: a shareholder (or his/her proxy representative) must register using the corresponding connection through the
“Annual General Meeting” section on the Bank’s corporate website (www.santander.com)
or through the Bank’s internet address www.juntasantander.com between 8:00 a.m. and
9:00 a.m. (CET) on the day of the meeting. Registration of attendees will not be allowed outside of this time period.
In the event that the meeting is held on second call, attendees
who have registered for the meeting on first call will be required to carry out the registration process again in order to be able to
attend.
In order to ensure the quality of the connection of
the remote channel of attendance at the meeting and to provide attendees with an additional explanatory guide to facilitate such
connection, all shareholders (or their proxy representatives) with the required passwords to access and who intend to remotely attend
the meeting are kindly requested to send an email to asistentesjunta@gruposantander.com confirming
this intention before 7:00 p.m. (CET) on 21 March 2024 (the day prior to the day of holding the meeting on second call). All of the
foregoing is without prejudice to the required registration of the attendee between 8:00 a.m. and 9:00 a.m. (CET) on the day of the
meeting and compliance with all other requirements as stated in this announcement, on the Bank's corporate website (www.santander.com)
or at www.juntasantander.com.
If persons attending remotely have
been granted proxies, and provided that such proxies have been received by the Bank within the deadlines for admission thereof, the software
application will show them such proxies so that they accept them, if they are willing to do so.
Attendees who wish to state before the Notary in charge
of preparing the minutes of the general meeting that they expressly leave the meeting must do so by using the form included for such purpose
in the remote attendance software application. After this statement to the Notary, all actions taken by such attendees thereafter shall
be deemed not taken.
B. Participation: a shareholder (or his/her proxy representative) who, in the exercise of his/her rights, intends to participate
in the meeting and, where applicable, exercise his/her rights to receive information, participate or make proposals shall express his/her
intent to do so at the time of registration. Following such expression of intent, and exclusively by means of the participation form available
for such purpose, the person attending remotely may state in writing and send the contents of their participation or their question or
proposal from the time the chair declares the meeting to be validly in session until the participation period ends. The person attending
remotely who wishes his/her participation to be recorded in the minutes of the meeting must expressly state such desire in it.
C. Voting: the items on the agenda may be voted on from the time that the chair declares the meeting to be validly in session
and until, following the reading of the summaries of the proposed resolutions, the vote commences on the proposed resolutions at the premises
where the meeting is held.
In the event of alternative proposals, the provisions
of the second paragraph of Article 21.1 of the Rules and regulations for the general shareholders’ meeting shall apply, with a vote
in favour of a proposed resolution by the shareholders at the general shareholders’ meeting being deemed to be a vote against alternative
proposals that are incompatible therewith.
In the event of proposals regarding items not included
on the agenda, remote attendees may cast their vote as from the moment when the secretary for the general meeting reads out such proposals
for a vote to be taken thereon.
To the extent not expressly provided for in this
call to meeting, remote attendance at the meeting shall be subject to the provisions set out in the Bank’s corporate website (including
the “instructions for proxy-granting and voting prior to the meeting, remote attendance and the Electronic Shareholders’
Forum”), the law, the Bylaws and the Rules and regulations for the general shareholders’ meeting. |
This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. | 3/9 |
![](https://www.sec.gov/Archives/edgar/data/891478/000095010324002393/image_002.jpg) | Call to ordinary general shareholders’ meeting 2024 |
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| A. Means
for proxy-granting or advance voting | |
| Electronic mean | Hand-delivery or postal correspondence |
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• Through the following means, if the Consumer
Digital Banking Agreement or the Agreement for Access to Electronic Voting and Proxy- Granting and Remote Attendance has been signed:
- the corporate website
of the Bank
(www.santander.com);
- the Bank’s website
address
www.juntasantander.com; or
- the “Santander Shareholders and Investors”
app (Android or Apple iOS).
• In any case:
- by telephone using the Shareholder Helpline
((+34) 912 769 290); or
- in person at
any branch of Banco Santander using their signature in the digital platform made available for this purpose, or, if they are a customer
of the Bank and have the Santander Key, also through the same platform either in person or by contacting the staff of the branches. | By completing and signing the “Proxy” or “Distance Voting” section, as applicable, of the printed attendance, proxy and voting card issued by the Bank. The printed card, completed and signed by the shareholder and, if applicable, by the shareholder’s proxy representative, must be delivered at any branch of Banco Santander or sent by postal correspondence to Registro de Accionistas, Apartado de Correos número 683 F.D. 28080 Madrid. In the case of proxy representation, the duly completed and signed proxy card may also be submitted, together with an identifying document, by the appointed proxy- holder who physically attends the meeting to the staff in charge of the shareholders’ register on the date and at the place where the general shareholders’ meeting is to be held, beginning one hour prior to the time established for commencement thereof. |
2. Proxy-granting and advance voting | B. Deadlines for proxy-granting
or advance voting | |
| Electronic means | Hand-delivery or postal correspondence |
|
The proxy or vote by electronic means must
be received by the Bank before 6:00 p.m. (CET) on 20 March 2024. The mechanisms for the exercise of voting rights and proxy-granting
prior to the meeting by electronic means will cease operation on the Bank’s corporate website (www.santander.com),
at the Bank’s internet address www.juntasantander.com, on the “Santander Shareholders
and Investors” application and on the Shareholder Helpline ((+34) 912 769 290) at 6:00 p.m. (CET) on 20 March 2024.
For those wishing to use the digital platform
made available at the branches of the Bank (either in person or, for customers with the Santander Key, by contacting the staff of such
branches), 20 March 2024 will also be the last day to do so, during the hours for which such branches are open to the public and in any
case before 6:00 p.m. (CET). |
The proxy or vote by hand-delivery or postal
correspondence must be received by the Bank before midnight (24:00 hrs.) (CET) on 18 March 2024. Those who wish to deliver
proxies or advance distance votes to any branch of Banco Santander must do so no later than that date during the hours for which
such branches are open to the public.
After said deadlines, there shall only be admitted
such proxies as are granted in writing and submitted by the proxy-holder who physically attends the meeting to the staff in charge of
the shareholders’ register, on the date and at the place where the meeting is to be held, and beginning one hour prior to the time
established for commencement thereof. |
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C. Other
matters
Both the proxy granted and the vote cast from
a distance shall be rendered ineffective by the disposition of shares of which the Bank is aware. |
This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. | 4/9 |
![](https://www.sec.gov/Archives/edgar/data/891478/000095010324002393/image_002.jpg) | Call to ordinary general shareholders’ meeting 2024 |
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2
a) Specific rules for proxy-granting |
A. Electronic
means: shareholders undertake to notify the appointed representative of the proxy granted. Where a proxy is granted to a director
and/or the general secretary of the Bank or a remote attendee at the meeting, such notice shall be deemed given upon receipt by the Bank
of such electronic proxy.
Electronic proxies must be accepted by the proxy-holder,
and may not be used without such acceptance. For such purpose, all electronic proxies granted to persons other than the directors and/
or the general secretary and/or a remote attendee at the meeting must be printed, signed and submitted, together with an identifying document,
by the appointed proxy-holder to the staff in charge of the shareholders’ register on the date and at the place of the meeting,
beginning one hour prior to the time established for commencement thereof. In the case of electronic proxies granted to persons attending
the meeting remotely, the Bank’s software application will show such remote attendees the proxies received and sent through the
Bank 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 by attending the meeting in person (physically or remotely).
B. Hand-delivery
or postal correspondence: proxies conferred by hand-delivery or postal correspondence must be accepted by the proxy representative
by signing in the space provided for this purpose. The person to whom voting powers are delegated may only exercise such powers by attending
the meeting in person, for which purpose, if he/she physically attends the meeting, he/she must produce an identifying document when entering
the premises where the meeting is held. In the case of proxies granted by hand-delivery or postal correspondence to persons who attend
the meeting remotely, and provided that such proxies have been sent through the Bank within the deadlines specified, the Bank’s
software application will show such remote attendees the proxies received in order for them to accept said proxies, if they are willing
to do so.
C. Other
rules: all proxies that do not expressly state the name of the individual or legal entity to which the proxy is granted shall be deemed
granted to the chair of the board of directors.
It is noted for the record that if the appointed representative
is a director of the Bank, such director may be affected by a potential conflict of interest in connection with items 1C, 3B through 3H
(if the appointment, re-election or ratification thereof is submitted to the shareholders under said item), 6A, 6B and 6F on the agenda,
and if the appointed representative is an executive director, also in connection with items 6C and 6D. Furthermore, the proxy granted
to the chair shall be deemed granted to the person who chairs the meeting if the chair is unable to attend.
In order to give precise voting instructions in the case
of proxy-granting, the corresponding box must be checked in the table containing the items on the agenda in the attendance, proxy and
distance voting card (proxy section). If any of such boxes is not checked, the shareholder granting the proxy shall be deemed to give
a precise instruction to vote in favour of the proposal submitted by the board of directors.
If the representative appointed as set forth above is affected
by a conflict of interest when voting on any of the proposals submitted to the shareholders, whether or not they are included on the agenda,
and the shareholder granting the proxy has not given precise voting instructions as provided for such purpose, the proxy shall be deemed
granted to the general secretary. In any event, if the appointed representative is the general secretary, he may be affected by a potential
conflict of interest in connection with items 6C and 6D on the agenda, on which he shall abstain from voting if he has not received precise
instructions to that effect.
As regards possible proposals relating to items not
included on the agenda of the call to meeting, the proxy shall be deemed to also cover the proposals regarding items not included on
the agenda unless indicated otherwise by the shareholder granting the proxy (in which case, it shall be deemed that the shareholder instructs
the representative to abstain). If the proxy also covers any such proposals, the precise instruction to the representative shall be that
of voting in the negative, unless indicated otherwise by the shareholder granting the proxy. A conflict of interest shall arise if matters
are submitted to the shareholders at the meeting that are not included on the agenda and that refer to the removal of or the commencement
of a derivative action (acción social de responsabilidad) against the representative, if the latter is in turn a director
of the Bank. |
This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. | 5/9 |
![](https://www.sec.gov/Archives/edgar/data/891478/000095010324002393/image_002.jpg) | Call to ordinary general shareholders’ meeting 2024 |
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2 b) Specific rules for advance voting
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In the case of distance voting on items included on the agenda, the shareholder must check the corresponding box in the table containing the items on the agenda in the attendance, proxy and distance voting card (distance voting section). Distance voting on possible proposals not included on the agenda is not allowed. If none of the boxes provided for voting is checked in relation to any of the items on the agenda, the shareholder shall be deemed to vote in favour of the proposal submitted by the board of directors. |
Issues common to all means of participation
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A. Rules
of priority:
I. Among
proxies, advance distance voting and attendance in person
• Attendance
at the meeting in person (whether physically or remotely) by a shareholder who has previously granted a proxy or voted from a distance,
irrespective of the means used to grant such proxy or cast such vote, shall invalidate said proxy or vote. Personal physical attendance
shall invalidate remote personal attendance.
• A
vote, irrespective of the means used to cast it, shall invalidate any electronic or written proxy, whether granted previously, in which
case it shall be deemed revoked, or subsequently, in which case it shall be deemed not to have been granted.
II. Based
upon the means used to grant the proxy or cast the vote
• In
the event that a shareholder validly grants a proxy, electronically, on the one hand, and by means of a printed card, on the other, the
latter shall prevail over the former, regardless of the respective dates thereof.
• A
vote validly cast under a handwritten signature on the printed card shall invalidate a vote cast electronically, whether previously or
subsequently.
III. Furthermore,
once cast, a distance vote may not be modified, except in the event of attendance at the meeting in person (whether physically or remotely)
by the shareholder who cast such vote or, in the case of electronic voting, also by a subsequent vote cast within the established deadline
by means of the attendance, proxy and voting card (hand-delivery or postal correspondence).
B. Other
matters
In the event that electronic means are used, only one
electronic action shall be allowed for each type of operation (proxy-granting, advance voting or remote attendance). Excepted from the
foregoing are the cases of change of shareholding.
Full information on the mechanisms for participation
in the meeting can be found on the Bank’s corporate website (www.santander.com) (“instructions
for proxy-granting and voting prior to the meeting, remote attendance and the Electronic Shareholders’ Forum”). The information
and requirements to sign the Consumer Digital Banking Agreement and the Agreement for Access to Electronic Voting and Proxy-Granting
and Remote Attendance may also be viewed on the Bank’s corporate website (www.santander.com).
For further information on proxy-granting and
advance distance voting and remote attendance at the meeting, shareholders may write to the e-mail address junta.accionistas@santander.com,
call the Shareholder Helpline 91 276 92 90 or go to the Santander Shareholder and Investor Relations Office, Ciudad Grupo Santander,
Avda. Cantabria, s/n, 28660 - Boadilla del Monte (Madrid). Further information is also available on the Bank’s corporate website
(www.santander.com).
In the event that more than one of the joint holders
of deposited securities are in attendance, the joint holder who is the first to register (physically or remotely) shall be deemed an
attendee, and therefore, any subsequent access by the other joint holders shall be denied. In connection with the foregoing, and for
purposes of the provisions of Section 126 of the Spanish Capital Corporations Law, the joint holder who registers first (physically or
remotely) shall be deemed to have been appointed by the other joint holders to exercise the rights accruing to a shareholder. |
This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. | 6/9 |
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Issues common to all means of participation (cont.)
|
Shareholders (or their proxy representatives) shall
be solely responsible for safeguarding the passwords for accessing and using the electronic proxy-granting and advance voting and remote
attendance services. If the shareholder is a legal entity, it shall give notice of any modification or revocation of the powers vested
in its representative, and the Bank therefore disclaims any and all liability until such notice is given.
Shareholders (or their proxy representatives) that are
legal entities and non-residents of Spain must call the Shareholder Helpline in order to adapt to their particular situations, with proper
safeguards, the mechanisms for proxy-granting and distance voting and for attending the meeting by remote means of communication in real
time.
The Bank reserves the right to modify, suspend, cancel
or restrict the mechanisms for electronic voting and proxy-granting prior to the meeting and for remote attendance when so required or
imposed for technical or security reasons.
The Bank shall not be liable for any damage that
shareholders may sustain as a result of failures, overloads, downtime, failed connections, technological incompatibilities or any other
events of the same or a similar nature that are beyond the Bank’s control and prevent or affect the use of the mechanisms for electronic
voting and proxy-granting prior to the meeting or for remote attendance. |
RIGHT TO RECEIVE INFORMATION:
|
In addition to the provisions of Section 197 of the Spanish
Capital Corporations Law, starting on the date of the publication of the announcement of the call to meeting and once it has been communicated
to the National Securities Market Commission (Comisión Nacional del Mercado de Valores), shareholders may obtain from the
Bank, immediately and free of charge, the annual accounts, the directors’ report (including the statement of non-financial information)
and the auditor’s report for financial year 2023, as well as the consolidated accounts, the Group’s directors’ report
(including the consolidated statement of non-financial information) and the auditor’s report for such financial year.
In connection with items 5A, 5B, 5C, 6A and 6C of
the agenda, starting on the date of publication of the announcement of the call to meeting and once it has been communicated to the
National Securities Market Commission (Comisión Nacional del Mercado de Valores), shareholders may examine at the registered
office of the Company (Paseo de Pereda 9 al 12, 39004 Santander, Cantabria) the full text of the proposed resolutions and the mandatory
reports prepared by the directors (or, in the case of item 6C, of the detailed recommendation of the board of directors), as well
as request that such documents be delivered or sent to them free of charge. The reasoned proposal regarding the directors’
remuneration policy (item 6A), together with the text thereof and the specific report of the remuneration committee on the policy,
are available to the shareholders, who may also request that they be delivered or sent to them free of charge, at the Bank’s
registered office and, also from the date of publication of the announcement of the call and once it has been communicated to the
National Securities Market Commission (Comisión Nacional del Mercado de Valores), on the Bank’s corporate website
(www.santander.com).
Shareholders may also obtain at the registered office of
the Company the full text of the other documents (including the annual directors’ remuneration report and the explanatory report
of the board on the expertise, experience and merits of the candidates referred to in items 3 B through 3 H, and the reasoned proposal
of the nomination committee, which includes the curricula vitae of the aforementioned candidates) and other proposed resolutions submitted
to the shareholders’ decisive or consultative vote at the general shareholders’ meeting.
In connection with the above, shareholders are informed
that, due to the ongoing refurbishment works at the Bank’s registered office, access to the premises may be limited. Therefore,
all the documentation made available at the Bank’s registered office can also be consulted at the provisional office of the Bank’s
General Secretariat located at calle Calvo Sotelo 19, first floor, in Santander. The documentation will also be available on the Bank’s
corporate website from the date of publication of the announcement of the call and once it has been communicated to the National Securities
Market Commission (Comisión Nacional del Mercado de Valores). |
This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. | 7/9 |
![](https://www.sec.gov/Archives/edgar/data/891478/000095010324002393/image_002.jpg) | Call to ordinary general shareholders’ meeting 2024 |
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RIGHT TO RECEIVE INFORMATION (cont.):
|
Pursuant to the provisions of the Rules and regulations
for the general shareholders’ meeting, such requests as are admissible in the exercise of the shareholders’ right to
receive information may be made by e-mail to junta.accionistas@santander.com, in which case,
in order to provide the system with adequate guarantees of authenticity and of verification of identity of the shareholder exercising
the right to receive information, such shareholder shall set forth in the e-mail his/her first name and surnames (or corporate name),
Tax Identification Number and the number of shares held by such shareholder. As provided in Section 539 of the Spanish Capital Corporations
Law, and unless otherwise indicated by the shareholder, the requests exercising the right to receive information received at the
aforementioned e-mail address may be dealt with by the Bank by means of an answer sent to the e- mail address of the shareholder-sender.
The request may also be made in writing, bearing the handwritten signature of the requesting party, by delivering or mailing it to
the registered office of the Company.
Apart from the above-mentioned right to receive
information, all documents and supplementary information relating to the general meeting shall be available for viewing on the Bank’s
corporate website (www.santander.com) as from the date of publication of the announcement
of the call to meeting and once such announcement has been communicated to the National Securities Market Commission (Comisión
Nacional del Mercado de Valores).
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ELECTRONIC SHAREHOLDERS’ FORUM:
|
The Bank has made available on its corporate website
(www.santander.com) an Electronic Shareholders’ Forum (the “Forum”),
which may be accessed, with all proper safeguards, by shareholders who are individuals as well as by voluntary associations of shareholders
that may be created pursuant to the provisions of Section 539.4 of the Spanish Capital Corporations Law.
There may be published in the Forum proposals intended
to be presented as a supplement to the agenda announced in the call to meeting, requests for adherence to such proposals, initiatives
to reach the percentage required to exercise a minority right as contemplated by law, and voluntary proxy offers or solicitations.
The Forum does not constitute a device for electronic
conversation among the shareholders or a meeting point for virtual debate. Nor is the Forum a channel of communication between the Bank
and its shareholders. The Forum is made available in order to facilitate communication among the Bank’s shareholders on occasion
of the call to and until the holding of the general shareholders’ meeting.
In order to access the Forum, shareholders must first
sign the Consumer Digital Banking Agreement or the Agreement for Access to Electronic Voting and Proxy-Granting and Remote Attendance.
Legal entities and non-residents of Spain must call
the Shareholder Helpline to adapt, with proper safeguards, the mechanisms for participating in the Electronic Shareholders’ Forum.
From the date of publication of the announcement of the call to meeting and once the announcement of the call to meeting has been communicated
to the National Securities Market Commission (Comisión Nacional del Mercado de Valores), the information and requirements
to sign either of such agreements may be viewed on the Bank’s corporate website (www.santander.com).
Access to the Forum and the terms and conditions for the use and operation thereof shall be governed by the provisions of this announcement
of call to meeting and by the rules of operation of the Electronic Shareholders’ Forum, the text of which can be viewed on the
aforementioned Bank’s corporate website. |
DATA PROTECTION:
|
• Data
controller and data protection officer: the entity responsible for processing is Banco Santander, S.A., Paseo de Pereda, números
9 al 12, 39004 Santander (the “Company”). The Company’s Data Protection Officer can be contacted at calle Juan
Ignacio Luca de Tena, 11, 28027 Madrid; privacidad@gruposantander.es.
• Categories
of personal data: the personal data set forth herein, those that the shareholders provide to the Company in exercising their attendance,
proxy-granting and voting rights at the general shareholders’ meeting, including those stated in the attendance, proxy and voting
card, or that are provided by the banks or brokerage firms or companies with whom shareholders have deposited their shares, through the
entity legally entrusted with the book-entry register, Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación
de Valores, S.A. (IBERCLEAR), as well as the data generated at the general meeting and the data that may be obtained through the recording
thereof (i.e. image and voice), will be processed by the Company in its capacity as data controller (“Personal Data”).
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This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. | 8/9 |
![](https://www.sec.gov/Archives/edgar/data/891478/000095010324002393/image_002.jpg) | Call to ordinary general shareholders’ meeting 2024 |
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DATA PROTECTION
(cont):
|
• Purposes
of processing and bases for legitimate use: the Personal Data will be processed for the following purposes and with the following
bases for legitimate use: (a) in order to manage and control both the shareholding relationship and the call to and holding of the
general shareholders’ meeting, on the basis of fulfilling the performance of the contractual relationship; (b) the audiovisual
recording and public broadcasting of the general shareholders’ meeting on the corporate website (www.santander.com),
the legitimacy of which is based on the general interest of the Company in complying with the principle of transparency; and (c)
to comply with its obligations under the law.
In compliance with Basic Law 1/1982 of 5 May on the
protection of the right to honour, personal and family privacy, and one’s own image (Ley Orgánica 1/1982, de 5 de mayo,
de protección del derecho al honor a la intimidad personal y familiar y a la propia imagen), by attending the general shareholders’
meeting (in person or remotely), the attendee authorises the taking of photographs, the audiovisual recording of image and/or voice, and
the reproduction and/or publication and dissemination thereof upon the terms stated above. Attendees may exercise their right to object
to the processing of Personal Data derived from the recording of their image at any time by the means specified in this clause. In this
regard, a space that is not being recorded will be provided in the room where the general meeting is held.
• Transfers
of Personal Data and international transfers: the Personal Data will be made available to the notary who is to attend the general
shareholders’ meeting, and may be made available to third parties in the exercise of their right to receive information laid
down in the law or be made accessible to the public from any territory, including from outside the European Union, to the extent
that they are included in the documents available on the corporate website (www.santander.com)
or are mentioned at the general shareholders’ meeting, the proceedings of which may be subject to public dissemination on such
website, on social media and in accredited media.
• Personal
Data storage: as a general rule, Personal Data will be processed during the course of the shareholding relationship, and once it has
ended, during the limitation period applicable to any legal or contractual liability that may be incurred by the Company. As regards the
processing of Personal Data subject to consent, said Personal Data will be processed until the Personal Data subject withdraws such previously
given consent.
• Exercise
of rights: Personal Data subjects may send their requests for access, correction, erasure, objection, restriction of processing,
portability, and for exercise of the right not to be subject to decisions based exclusively on automated processing, as well as withdraw
consent previously given and exercise any other rights recognised by data protection laws, all pursuant to General Data Protection
Regulation (EU) 2016/679 and other applicable legal provisions, by written communication addressed to Ciudad Grupo Santander, Avda.
de Cantabria, edificio Pereda 2ª Planta, 28660 Boadilla del Monte (Madrid), Spain, or by writing to the following email address:
protecciondedatosaccionistassan@gruposantander.com. Personal Data subjects may also file
claims with the competent data protection authority, which in Spain is the Spanish Data Protection Agency (Agencia Española
de Protección de Datos) (www.aepd.es).
• Third-party
data: if the attendance, proxy and voting card includes Personal Data relating to individuals other than the holder and if a third
party attends the meeting as a representative of the shareholder, the shareholder must inform said person of the particulars stated above
in relation to the processing of Personal Data and comply with any other requirements that might apply for the proper transfer of the
Personal Data to Banco Santander, S.A., without Banco Santander, S.A. having to take any additional action with respect to the Personal
Data subjects. |
Santander,
19 February 2024
The General Secretary,
Jaime Pérez Renovales
This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. | 9/9 |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Banco Santander, S.A. |
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Date: |
February 20, 2024 |
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By: |
/s/ Pedro de Mingo Kaminouchi |
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Name: |
Pedro de Mingo Kaminouchi |
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Title: |
Head of Regulatory Compliance |
Banco Santander (PK) (USOTC:BCDRF)
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