Banco Santander S.A. Additional notice in relation to the call to AGM (5711F)
March 10 2020 - 3:51AM
UK Regulatory
TIDMBNC
RNS Number : 5711F
Banco Santander S.A.
10 March 2020
Banco Santander, S.A. ("Santander") , pursuant to the provisions
of the Spanish Securities Market Act (Ley del Mercado de Valores),
hereby announces:
OTHER RELEVANT INFORMATION
ADDITIONAL NOTICE IN RELATION TO THE CALL TO THE ORDINARY
GENERAL SHAREHOLDERS' MEETING OF BANCO SANTANDER, S.A.
AND THE SPREAD OF CORONAVIRUS SARS-CoV-2
In relation to the ordinary general shareholders' meeting of
Banco Santander, S.A. (the "Bank" or the "Company") called to be
held at 9:30 a.m. on 2 April 2020, on first call, and at the same
time on 3 April 2020, on second call (the meeting usually takes
place on second call), at the Palacio de Exposiciones y Congresos
(Avenida del Racing, s/n) in the city of Santander, and after the
Bank's board of directors has analysed and monitored the progress
of the spread in Spain of coronavirus SARS-CoV-2, which causes the
illness COVID-19, the following information is provided:
1. As of today, the Bank maintains the call to the ordinary general shareholders' meeting for the abovementioned dates, having carefully considered the pros and cons that cancelling or postponing the meeting to a later date to be determined would entail.
2. The competent authorities have not considered it necessary,
as of today, to ban or restrict, in general, holding events such as
general shareholders' meetings. However, it is foreseeable that
additional measures may need to be adopted to hold the ordinary
general shareholders' meeting at the Palacio de Exposiciones y
Congresos in the city of Santander. Holding the meeting involves
gathering more than 2,000 people in an enclosed space every year,
so it is critical that the Bank tries to protect their wellbeing by
taking any measures considered appropriate from time to time.
3. In particular and in view of the current situation on the
spread of the coronavirus SARS-CoV-2 in Spain and the foreseeable
development for the coming weeks, the board of directors finds that
the best way to guarantee that shareholders can fully and safely
exercise their rights at the next general meeting is through
proxy-granting, voting prior to the meeting and remote attendance,
thus, without attending in person to the premises where the general
meeting will take place.
This consideration is made in view of the abovementioned
circumstances, with the purpose of prioritising the protection of
the wellbeing of all the Bank's shareholders and the employees that
make the organisation of the meeting possible, and having
considered the practices followed by both multinational companies
and international bodies such as the International Monetary Fund or
the World Bank, who have cancelled the possibility of attending in
person to their Spring Meeting, and, also taking into account the
precautionary measures adopted by Santander Group for its
employees, which include a ban on holding conventions and meetings
that bring together a large number of people.
4. With respect to the foregoing, shareholders are reminded that
the Bank has different channels and means to participate in the
ordinary general shareholders' meetings other than attending in
person. They are all described in the call to the meeting and in
the Company's corporate website ( www.santander.com ) or in
www.juntasantander.com .
5. These means include proxy-granting prior to the meeting (to a
person who will attend the meeting in person or remotely) and
voting prior to the meeting, whether by electronic means or by
hand-delivery or postal correspondence. In any event, 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.
6. Furthermore, the Spanish regulation and the Bank's by-laws
and rules and regulations for the General Shareholders' Meeting
deal with and guarantee the rights to receive information,
participate in meetings remotely and to vote at the general
shareholders' meeting without having to attend the meetings in
person, using the software application to remotely attend the
meeting through data transmission means, which enables real-time
connection with the Palacio de Exposiciones y Congresos where the
meeting will be held.
7. The Bank will extend the means to participate in the meeting
different than attending in person as they are expected to be in
higher demand for this general meeting. The Bank may set up
premises and equipment at location that will be indicated on the
Company's website to support this purpose. The proposed resolutions
that are submitted to the shareholders at the general shareholders'
meeting have been published on the Company's website since 28
February.
8. All these measures are compatible with the fulfilment of the
corporate duties and fully guarantee the shareholders' voting and
related rights.
9. The Bank will continue to monitor the progress of the spread
of SARS-CoV-2 and, if necessary, will update the information
contained in this notice.
Santander, 10 March 2020
The General Secretary
Jaime Pérez Renovales
This information is provided by RNS, the news service of the
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contact rns@lseg.com or visit www.rns.com.
END
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