TIDMBNC
RNS Number : 8807S
Banco Santander S.A.
19 March 2021
Banco Santander, S.A. ("Santander" or the "Bank") , in
compliance with the Securities Market legislation, hereby
announces:
OTHER RELEVANT INFORMATION
ADDITIONAL NOTICE IN RELATION TO THE CALL TO THE ORDINARY
GENERAL SHAREHOLDERS' MEETING OF BANCO SANTANDER, S.A.
In relation to the ordinary general shareholders' meeting of
Santander called to be held at 12:00 p.m. (CET) on 25 March 2021,
on first call, and at the same time on the following day, 26 March
2021, on second call (the meeting usually takes place on second
call), at the Centro de Formación El Solaruco (Ciudad Grupo
Santander), located at Avenida de Cantabria s/n, Boadilla del Monte
(Madrid), the following information is provided:
1. Pursuant to the provisions of the notice of the call to
meeting, the Bank's Board of Directors has agreed that the ordinary
general shareholders' meeting will finally be held exclusively by
remote means, i.e. without the shareholders, proxies or guests
attending physically, other than, if appropriate, the members of
the Presiding Committee (Mesa) of the General Shareholders' Meeting
(the chairman and the secretary), the CEO and the notary, and with
the necessary safety and distance measures.
2. This decision has been approved taking into consideration the
existing COVID-19 situation and in view of and in accordance with
section 3 of Royal Decree-Law 34/2020 of 17 November on urgent
measures to support business solvency and the energy sector, and in
relation to tax matters, in its wording provided by Royal
Decree-Law 5/2021 of 12 March on extraordinary measures to support
business solvency in response to the COVID-19 pandemic, which
enables general meetings to be held exclusively by remote means
during this financial year 2021, provided that reasonable
guarantees to ensure the identity of the person exercising the
right thereto to cast a vote are taken, as well as that each and
all of the following possibilities to participate in the meeting
are offered: (i) remote attendance, (ii) proxy representation
granted to the Chairman of the General Meeting by distance means of
communication and (iii) vote prior to the meeting cast by distance
means of communication. The Joint Statement issued by the
Registrars Association of Spain and the Spanish National Securities
Market Commission on March 18, 2021, regarding the above subject
matter has also been considered.
3. The abovementioned decision is based on (i) the purpose of
safeguarding the general interests, health and safety of
shareholders, employees and other people who participate in
organising and holding the general meeting and to ensure that all
shareholders are treated equally regardless of where they reside;
and (ii) the new mobility restrictions approved by the authorities
pursuant to Resolution of 11 March 2021, of the State Secretariat
for Health, publishing the Agreement of the Interterritorial
Council of the National Health System on the declaration of
coordinated actions against COVID-19 owing to the forthcoming
Spanish public holiday of Father's day ( festividad de San José )
and 2021 Easter Week.
4. The dates and times of the meeting have not changed: 12:00
p.m. (CET) on 25 March 2021, on first call, and the same time on 26
March 2021, on second call (the meeting usually takes place on
second call).
5. In any event and as is customary, the ordinary general
shareholders' meeting will be broadcast live on the corporate
website ( www.santander.com ).
6. With regard to the above, shareholders are reminded that,
pursuant to the provisions of the regulations in force, the bylaws
and the rules and regulations for the general shareholders'
meeting, shareholders and their representatives can participate in
the meeting by any of the following means:
(i) Granting a proxy to any attendee, which thus includes any
remote attendee. The proxy can be granted by electronic means or by
hand-delivery or postal correspondence. The proxies granted to the
chairman, to other members of the board or to the general secretary
are expected to be accepted by the corresponding recipients for the
meeting to be held, as usual, on second call.
(ii) Voting prior to the meeting, be it by electronic means or
by hand-delivery or postal correspondence.
(iii) Attending remotely, for which purpose those attending must
use the software application to attend the meeting remotely through
data transmission means, which enables real-time connection during
the meeting, and which guarantees the rights to receive
information, to attend the meeting remotely, to participate and to
vote at the general shareholders' meeting without having to
physically attend, in accordance with the regulations in force, the
bylaws and the Bank's rules and regulations for the general
shareholders' meeting.
All the referred means to participate in the meeting are
described in detail in the notice of the call to meeting, in the
Santander's corporate website ( www.santander.com ) and at
www.juntasantander.com .
7. Regarding the attendance by remote or electronic means of
communication, as the notice of call to meeting indicates, in order
to ensure the quality of the connection and to provide attendees
with an additional explanatory guide to facilitate such connection,
all shareholders (or their representatives) with the required
passwords to access and who intend to attend the meeting remotely
are kindly requested to send an email to
asistentesjunta@gruposantander.com confirming this intention before
7:00 p.m. (CET) on 25 March 2021 (the day prior to the date on
which the meeting is scheduled to take place on second call). All
the foregoing is without prejudice to the attendee having to
register between 10:30 a.m. and 11:30 a.m. (CET) on the day of the
meeting and comply with all other requirements provided in the
notice of call to meeting, on Santander's corporate website (
www.santander.com ) or at www.juntasantander.com .
8. All these measures are compatible with the fulfilment of the
corporate duties and fully guarantee the shareholders' rights.
9. The Bank will continue to monitor the progress of the
COVID-19 pandemic and, if necessary, will update the information
contained in this notice, ensuring at all times that it complies
with the regulations in force and better protects the health of our
shareholders, employees, clients and suppliers.
Santander, 19 March 2021
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.
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END
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