Banco Santander : Approved resolutions and voting (407 KB)

BANCO SANTANDER, S.A. ORDINARY GENERAL SHAREHOLDERS' MEETING, 12 APRIL 2019

VOTES (1)

							Valid votes									Abstention	%(2)
	For	%	(2)	Against	%	(2)		Blank	%	(2)	Total	%	(2)	%	(3)
1. Annual accounts and corporate management
1A:Examination and, if appropriate, approval of the annual
accounts (balance sheet, profit and loss statement, statement of
recognised income and expense, statement of changes in total	10,696,494,231	96.17		18,569,668	0.17			8,514,699	0.08		10,723,578,598	96.41		66.05		399,261,328	3.59
equity, cash flow statement, and notes) and the directors' reports
of Banco Santander and its consolidated Group, all with respect
to the Financial Year ended 31 December 2018
1B:Examination and, if appropriate, approval of the
consolidated statement of non-financial information for the	10,692,542,399	96.13		21,649,045	0.19			8,683,136	0.08		10,722,874,580	96.40		66.04		399,965,346	3.60
Financial Year ended 31 December 2018 and which is part of
the consolidated directors' report.
1C:Examination and, if appropriate, approval of the corporate	10,479,373,538	94.21		26,630,428	0.24			8,547,124	0.08		10,514,551,090	94.53		64.76		608,288,836	5.47
management for Financial Year 2018
2. Application of results obtained during Financial Year 2018	10,716,546,216	96.35		21,467,211	0.19			9,108,586	0.08		10,747,122,013	96.62		66.19		375,717,913	3.38
3. Board of directors: appointment, re-election or ratification
of directors
3A:Setting of the number of directors	10,665,516,933	95.89		29,897,125	0.27			9,783,778	0.09		10,705,197,836	96.25		65.93		417,642,090	3.75
3B:Appointment of Mr Henrique de Castro	10,622,151,985	95.50		66,184,252	0.60			9,992,973	0.09		10,698,329,210	96.18		65.89		424,510,716	3.82
3C:Re-election of Mr. Javier Botín-Sanz de Sautuola	10,439,187,864	93.85		253,695,204	2.28			10,819,303	0.10		10,703,702,371	96.23		65.92		419,137,555	3.77
3D:Re-election of Mr Ramiro Mato	10,617,409,259	95.46		71,545,492	0.64			9,858,058	0.09		10,698,812,809	96.19		65.89		424,027,117	3.81
3E:Re-election of Mr Bruce Carnegie-Brown	8,683,447,236	78.07		1,601,442,211	14.40			9,878,865	0.09		10,294,768,312	92.56		63.40		828,071,614	7.44
3F:Re-election of Mr José Antonio Álvarez	10,615,262,213	95.44		74,458,633	0.67			9,844,543	0.09		10,699,565,389	96.19		65.90		423,274,537	3.81
3G:Re-election of Ms Belen Romana	10,622,608,296	95.50		70,604,931	0.63			10,913,879	0.10		10,704,127,106	96.24		65.93		418,712,820	3.76
4. Re-election of the external auditor for Financial Year 2019.	10,712,781,662	96.31		22,368,794	0.20			9,508,274	0.09		10,744,658,730	96.60		66.18		378,181,196	3.40
5. Authorisation for the Bank and its subsidiaries to acquire
treasury shares pursuant to the provisions of the Spanish
Capital Corporations Law, depriving of effect, to the extent	10,500,191,082	94.40		230,825,128	2.08			9,133,832	0.08		10,740,150,042	96.56		66.15		382,689,884	3.44
not used, the authorisation granted by resolution Four II) of
the shareholders acting at the ordinary general
shareholders' meeting of 23 March 2018
6. Increase in share capital by such amount as may be
determined pursuant to the terms of the resolution, by
means of the issuance of new ordinary shares having a par
value of 0.5 euro each, with no share premium, of the same	10,693,068,778	96.14		45.264.374	0.41			8,854,815	0.08		10.747.187.967	96.62		66,19		375,651,959	3.38
class and series as those that are currently outstanding,
with a charge to reserves. Offer to acquire bonus share
rights at a guaranteed price. Express provision for the
possibility of less than full allotment. Delegation of powers

to the board of directors, which may in turn delegate such
powers to the executive committee, to establish the terms
and conditions of the increase as to all matters not provided
for by the shareholders at this general meeting, to take such
actions as may be required for implementation thereof, to
amend the text of article 5 of the Bylaws to reflect the new
amount of share capital, and to execute such public and
private documents as may be necessary to carry out the
increase. Application to the appropriate domestic and
foreign authorities for admission to trading of the new
shares on the Madrid, Barcelona, Bilbao and Valencia Stock
Exchanges through Spain's Automated Quotation System
and on the foreign Stock Exchanges on which the shares of
Banco Santander are listed in the manner required by each
of such Stock Exchanges.
7. Delegation to the board of directors of the power to issue
all kinds of fixed-income securities, preferred interests or
debt instruments of a similar nature (including warrants)
that are convertible into shares of the Company.
Establishment of criteria for determining the basis for and
terms and conditions applicable to the conversion; and	9,988,439,902	89.80	743.104.673	6.68	9,236,550	0.08	10.740.781.125	96.57	66,15	382,058,801	3.43
granting to the board of directors of the power to increase
capital by the required amount and to exclude the pre-
emptive rights of the shareholders. To deprive of effect, to
the extent unused, the delegation of powers granted under
resolution Ten A II) approved at the general shareholders'
meeting held on 27 March 2015.
8. Delegation to the board of directors of the power to issue
all kinds of fixed-income securities, preferred interests or
debt instruments of a similar nature (including certificates,
promissory notes and warrants) that are not convertible,	10,395,219,551	93.46	335.879.167	3.02	9,306,485	0.08	10.740.405.203	96.56	66,15	382,434,723	3.44
depriving of effect, to the extent unused, the delegation of
powers granted in this regard under resolution Seven II)
approved at the general shareholders' meeting held on 7
April 2017.
9. Director remuneration policy	10,193,245,168	91.64	491.866.575	4.42	11,035,830	0.10	10.696.147.573	96.16	65,88	426,692,353	3.84
10. Director remuneration system: setting of the maximum
amount of annual remuneration to be paid to all of the	10,340,587,249	92.97	346.324.156	3.11	10,466,347	0.09	10.697.377.752	96.17	65,88	425,462,174	3.83
directors in their capacity as such
11. Remuneration system: approval of maximum ratio
between fixed and variable components of total
remuneration of executive directors and other employees	10,526,996,258	94.87	136.864.339	1.23	10,374,005	0.09	10.674.234.602	96.19	65,74	422,270,244	3.81
belonging to categories which professional activities
impact significantly on the risk profile
12. Approval of the application of remuneration plans
involving the delivery of shares or share options:
12A:Deferred Multiyear Objectives Variable Remuneration Plan	10,449,368,454	93.95	239.926.724	2.16	11,097,728	0.10	10.700.392.906	96.20	65,90	422,447,020	3.80
12B:Deferred and Conditional Variable Remuneration Plan	10,520,930,159	94.59	167.734.683	1.51	11,218,774	0.10	10.699.883.616	96.20	65,90	422,956,310	3.80
12C:Digital Transformation Award	10,608,103,324	95.37	82.172.828	0.74	10,998,495	0.10	10.701.274.647	96.21	65,91	421,565,279	3.79

12D:Application of Group's buy-out regulations	10,589,107,652	95.20	95.522.788	0.86	12,229,915	0.11	10.696.860.355	96.17	65,88	425,979,571	3.83
12E:Plan for employees of Santander UK Group Holdings and
other companies of the Group in the United Kingdom by means
of options on shares of the Bank linked to the contribution of	10,625,322,857	95.53	65.140.974	0.59	11,211,192	0.10	10.701.675.023	96.21	65,91	421,164,903	3.79
periodic monetary amounts and to certain continuity
requirements
13. Authorisation to the board of directors to interpret,
remedy, supplement, implement and develop the
resolutions approved by the shareholders at the meeting, as	10,711,844,623	96.30	25.282.745	0.23	9,207,195	0.08	10.746.334.563	96.62	66,19	376,505,363	3.38
well as to delegate the powers received from the
shareholders at the meeting, and grant of powers to convert
such resolutions into notarial instruments
14. Annual director remuneration report	10,130,003,843	91.07	598.890.812	5.38	12,029,657	0.11	10.740.924.312	96.57	66,15	381,915,614	3.43
15. Corporate action to demand director liability (4)	5,272	0.00	10.314.638.189	96.14	28,418	0.00	10.314.671.879	96.14	63,53	413,954,504	3.86
16 to 29. Dismiss and removal of directors (5)	5,272	0.00	10.314.638.189	96.14	28,418	0.00	10.314.671.879	96.14	63,53	413,954,504	3.86

(1)Each Banco Santander share corresponds to one vote.

(2)Percentage of total valid votes and abstentions.

(3)Percentage of Banco Santander's share capital as of the date of the Ordinary General Shareholders' Meeting.

(4)Item not included in the agenda

(4)Items 16 to 29, not included in the agenda, were submitted to a separate vote. Each item refers to the proposal of dismissal and removal of the following directors: Ms Ana Patricia Botín- Sanz de Sautuola y O'Shea (item 16), Mr José Antonio Álvarez Álvarez (17), Mr BruceCarnegie-Brown (18), Mr Rodrigo Echenique Gordillo (19), Ms Homaira Akbari (20), Mr Ignacio Benjumea Cabeza de Vaca (21), Mr Francisco Javier Botín-Sanz de Sautuola y O'Shea (22), Mr Álvaro de Souza (23), Ms Sol Daurella Comadrán (24), Mr Guillermo de la Dehesa Romero (25), Mr Carlos Fernández González (26), Ms Esther Giménez-Salinas i Colomer (27), Ms Ramiro Mato García-Ansorena (28) and Ms Belén Romana García (29).

The resolutions approved by the Ordinary General Shareholders' Meeting held on 12 April 2019 were as follows.

ITEM ONE
One A.-	To approve the annual accounts (balance sheet, profit and loss statement, statement of
	recognised income and expense, statement of changes in total equity, cash flow statement, and
	notes) and the directors' reports of Banco Santander, S.A. and of its consolidated Group, all
	with respect to the Financial Year ended 31 December 2018.
One B.-	To approve the consolidated statement of non-financial information for the Financial Year ended
	31 December 2018, which is part of the consolidated directors' report for said financial year
	("Santander vision" and "Responsible Banking" chapters of the 2018 annual report).
One C.-	To approve the corporate management for Financial Year 2018.
ITEM TWO

To approve the application of results in the amount of 3,301,177,629 euros obtained by the Bank in Financial Year 2018, to be distributed as follows:

Euros	3,292,060,318.24	for the payment of dividends already paid out prior to the date of
		the Ordinary General Meeting (2,104,227,289.06 euros), for the
		acquisition of bonus share rights (derechos de asignación
		gratuita), with a waiver of the exercise thereof, from those
		shareholders who opted to receive in cash the remuneration
		equal to the second interim dividend (132,455,722.95 euros)
		under the Santander Dividendo Elecciónscrip dividend scheme
		and for the payment of the final cash dividend in the total amount
		of 1,055,377,306.23 euros which will take place after next 2 May.
Euros	9,117,310.76	to increase the Voluntary Reserve.
Euros	3,301,177,629	in total.

ITEM THREE

Three A.- To set the number of directors at 15, which is within the maximum and the minimum established by the Bylaws.

Three B.- To appoint Henrique de Castro as a director, with the classification of independent director. The effectiveness of this appointment is subject to obtaining the regulatory approvals provided for in Law 10/2014 of 26 June on the organisation, supervision and solvency of credit institutions, in Council Regulation (EU) No 1024/2013 of 15 October 2013 and in Regulation (EU) No 468/2014 of the European Central Bank regarding suitability.

With regard to the annual renewal of one-third of the board positions as provided by article 55 of the Bylaws, to re-elect the following persons for a new three-year period:

Three C.- To re-elect Mr Javier Botín-Sanz de Sautuola y O'Shea as a director, with the classification of external director.

Three D.- To re-elect Mr Ramiro Mato García-Ansorena as a director, with the classification of independent director.

Three E.- To re-elect Mr Bruce Carnegie-Brown as a director, with the classification of independent director.

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail.

Three F.- To re-elect Mr José Antonio Álvarez Álvarez as a director, with the classification of executive director.

Three G.- To re-elect Ms Belén Romana García as a director, with the classification of independent director.

ITEM FOUR

To elect PricewaterhouseCoopers Auditores, S.L., with its registered office in Madrid, at Paseo de la Castellana, no 259 B, with Tax Identification Number (CIF) B-79031290 and registered with the Official Registry of Accounts Auditors of the Institute of Accounting and Audit of Accounts of the Ministry of Economy and Business Affairs under number S0242, as external auditor to verify the annual accounts and the directors' report of the Bank and of the consolidated Group for Financial Year 2019.

ITEM FIVE

I)To deprive of effect, to the extent not used, the authorisation granted by Resolution Four II) of the shareholders acting at the ordinary general shareholders' meeting of 23 March 2018 for the derivative acquisition of treasury shares by the Bank and by the subsidiaries making up the Group.

II)To expressly authorise the Bank and the subsidiaries making up the Group to acquire shares representing the share capital of the Bank for any valuable consideration allowed by law, within such limits and subject to such requirements as are legally applicable, until reaching a maximum number of shares (added to those already held) equal to ten per cent of the share capital existing at any time or to such higher maximum percentage as may be established by law during the effectiveness of this authorisation, such shares being totally paid up, at a minimum price per share equal to the nominal value thereof and a maximum price of up to 3 per cent in excess of the last listing price for trading operations in which the Bank does not act for its own account on the Continuous Market of the Spanish Stock Exchanges (including the block market) prior to the relevant acquisition. This authorisation may only be used within a term of five years as from the date the meeting is held.

It is expressly stated that shares may be acquired pursuant to this authorization both in order to transfer or cancel them, and in order to apply them for the remuneration systems contemplated in the third paragraph of letter a) of number 1 of article 146 of the Spanish Capital Corporations Law (Ley de Sociedades de Capital), or to hedge any remuneration system to be settled in shares or linked to share capital.

In particular, in the context of this authorisation for the acquisition of own shares, the board of directors may resolve to launch a buy-back programme addressed to all shareholders in accordance with article 5 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse and Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures or in accordance with another mechanism with a similar purpose. Such programme may be aimed at a subsequent reduction of the share capital of the Company through the redemption of the acquired shares, subject to the prior agreement to be granted by a general shareholders' meeting to be held after the end of the term of the corresponding programme.

ITEM SIX

Increase in share capital with a charge to reserves

1.- Capital increase

It is resolved to increase the share capital by the amount that results from multiplying (a) the par value of one- half (0.5) euro per share of Banco Santander, S.A. ("Banco Santander" or the "Bank") by (b) the determinable number of new shares of Banco Santander resulting from the formula set forth under section 2 below (the "New Shares").

The capital increase is carried out through the issuance and flotation of the New Shares, which shall be ordinary shares with a par value of one-half (0.5) euro each, of the same class and series as those currently outstanding, represented in book-entry form.

The capital increase is entirely charged to reserves of the type contemplated in section 303.1 of the Spanish Capital Corporations Law.

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail.