Notice of EGM
Banco Santander Central Hispano SA
22 January 2002
MATERIAL FACT
Banco Santander Central Hispano, S.A. hereby notifies the calling of the
Extraordinary General Meeting of Shareholders, to be held in Santander
(Palacio de Festivales, Avda. Reina Victoria, s.n.) on 8th February 2002, at
first call, or on 9th February 2002 at second call, with the Agenda as per the
announcement below.
Madrid, January 22nd, 2002
BANCO SANTANDER CENTRAL HISPANO. S.A.
Extraordinary General Meeting of Shareholders
By resolution of the Board of Directors, the shareholders are called to an
Extraordinary general meeting at the Palacio de Festivales (Avda. Reina
Victoria), Santander, on February 9th 2002 at 11 a.m., on second call, in the
event that if the necessary quorum is not achieved, this meeting cannot be held
on first call at the same place and time on February 8th, in order for the
shareholders to receive information on item One and discuss and agree on the
other items on the following
AGENDA
One.- Information on the Group's performance and earnings during 2001.
Two.- Distribution of dividend.
Three. Board of Directors: Establishment of number of members. Re-election
of Directors and ratification of appointment of Director.
Four- Re-election of external auditors for the 2002 financial year.
Five.- Authorisation to enable the Bank and its affiliates to acquire their
own shares under article 75 and additional first provision of the
Corporations Act, cancelling the unused part of the authorisation
granted by the Ordinary General Meeting of Shareholders on March
10th 2001.
Six.- Delegation to the Board of Directors of the authority to execute the
resolution - to be adopted by the General Meeting - to increase the
share capital in accordance with article 153.a) of the Corporations
Act, cancelling resolution SIX. II) of the aforementioned General
Meeting of March 10th 2001.
Seven. Authorisation to the Board of Directors to increase the share capital
according to article 153.1.b) of the Corporations Act with delegation
to exclude pre-emptive subscription rights as established under
article 159.2 of such Act, cancelling the unused part of the
authorisation granted under resolution SEVEN.II) of the Ordinary
General Meeting of Shareholders on March 10th 2001.
Eight- Increase of share capital through non-monetary contributions, by
nominal value of 127,906,977 euros, through issuing and putting into
circulation 255,813,954 new ordinary shares of € 0.5 (half a euro)
each and every one, with an issue premium which will be determined,
under the framework of 159.1.c) in fine of the Corporations Act, by
the Board of Directors on the date of execution of the resolution and
between a minimum of € 3.80 and a maximum of € 12. The new shares
will be fully subscribed and disbursed through non-monetary
contributions in the form of shares of the German company AKB Holding
GmbH. The complete cancellation of pre-emptive subscription rights and
provision for incomplete subscription. Option, under Chapter VIII of
Heading VIII of Law 43/95, for the special regime applicable to the
exchange of shares.
Delegation of authority to the Board of Directors to determine the
conditions of such increase not envisaged in the resolution of the
General Meeting of Shareholders, carry out the necessary measures for
its execution, modify the first paragraph of article 4 of the
Corporate Bylaws in order to reflect the new amount of share capital
and execute any and all public or private documents which are
necessary in order to implement the capital increase.
Request permission from the relevant Spanish and foreign authorities
to list the new shares on the Madrid, Barcelona, Bilbao and Valencia
stock markets through the Continuous Market, and on the international
markets where the Bank's share is listed (presently, London, Paris,
Frankfurt, Switzerland, Italy, Lisbon and Buenos Aires, and through
ADR'S, New York) according to the requirements of each one.
Nine,- Delegation to the Board of Directors to issue fixed-income securities
convertible into and/or exchangeable for shares of the Bank;
determination of the bases and types of conversion and the increase of
share capital by the necessary amount; cancellation of items 2) to 5)
of resolution NINE of the aforementioned General Meeting of
March 10th 2001.
Ten.- Delegation to the Board of Directors of the authority to execute the
resolution - to be adopted by the General Meeting - to issue fixed
income securities convertible into and/or exchangeable for shares of
the Bank, with exclusion of pre-emptive subscription rights;
determination of the bases and types of conversion and the increase of
share capital by the necessary amount (Rate of issue: At par;
Conversion rate: On the basis of market conditions, with a minimum of
the greater between the average share price on the Continuous Market
of the Spanish stock markets, according to closing prices, during the
15 calendar days prior to the date of the general Meeting and the
price on the same market according to the closing price the day before
the launch of the fixed-income securities); with cancellation of items
2) to 5) of resolution TEN of the aforementioned General Meeting of
March 10th 2001.
Eleven.- Delegation to the Board of Directors of the authority to issue fixed
income securities not convertible into shares.
Twelve.- Modification of corporate Bylaws: Introduction of a new provision as
article 44 (to include the possibility of communication by electronic
and telematic means), re-numbering the present article 44 as a new
article 45, and the express elimination of the Temporary Provision of
such Bylaws.
Thirteen.-Authorisation to the Board of Directors to interpret, rectify,
complement, execute and carry out the resolutions adopted by the
General Meeting, as well as to substitute the authorisations received
from such Meeting, and the granting of authority to place such
resolutions on public record.
Attendance of Notary
The Board of Directors has resolved to require the presence of a Notary Public
to draw up the minutes of the Meeting, in accordance with the provisions of
Article 114 of the Corporations Act concerning article 101 of the Regulations of
the Mercantile Registry.
Attendance
Shareholders having one hundred or more of the Bank's shares registered in their
name and who fulfil the other requirements established by the Bylaws are
entitled to attend the Meeting. Holders of less than one hundred shares may
group together until such number is reached, in order that one of them may
attend the Meeting, or be represented by another shareholder entitled to attend.
Right of attendance may be delegated according to what is established in this
respect in the corporate Bylaws and in the Corporations Act.
Right to Information
With respect to items Six to Ten (both inclusive) and Twelve of the Agenda,
Shareholders may examine the full text of the documents referred to in articles
144.1. c), 155, 159 and 292.2 of the Corporations Act at the Bank's registered
office, or may request such documents to be delivered or sent free of charge.
Santander, January 22nd 2002
General Secretary and Secretary of the Board of Directors,
Ignacio Benjumea
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