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 This information is provided by RNS The company news service from the London Stock Exchange
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