Result of Meeting

Banco Santander Central Hispano SA 26 June 2001 ANNOUNCEMENT BY THE BOARD OF DIRECTORS OF BANCO SANTANDER CENTRAL HISPANO - BSCH I. At its meeting in Madrid on June 26th 2001, the Board of Directors of Banco Santander Central Hispano, at the proposal of its two Chairmen, unanimously resolved to make the following announcement, by which it: 1. Expresses its satisfaction, not only on the success of the merger of the banks Santander and Central Hispanoamericano (which in just two and a half years and thanks to the effort of everyone working in our Group, has made it possible to achieve highly important levels of expansion, diversification, profitability and efficiency, with increases of 50% in business volume, 80% in earnings and 100% in the value of the Bank, as well as increasing cost to income 600 basis points) but also on the way in which this process has been managed, in an atmosphere of full understanding and with meticulous respect for the principles and rules of the Merger Process; 2. Congratulates the 1st Vice Chairman and Chief Executive Officer Mr. Angel Corcostegui Guraya on his dedication and skilful management, with the support and co-operation of the Board, the Management Committee and all professionals within the Group. 3. Highlights the perfect affinity with which the executive bodies of the Bank (the Board, the Executive Committee, the Corporate Committee (G4) and the Management Committee) have worked at all times throughout this process. II. Furthermore, following the success of the UNO Programme established for the years 1999 and 2000, the Board has decided to approve a new Programme, which will commence immediately and establishes objectives for the years 2002 and 2003. In addition, the Board had valued very positively the decision taken at the time to maintain the separation of the Santander and Central Hispano networks. This had made it possible to reconcile the operational integration process, with the considerable growth of the Group in Spain, achieving a greater level of competitiveness and efficiency with the closure of 1,400 branches, the integration of computer platforms and the unification of risk management. However, it is now considered appropriate, in line with the objectives of rationalisation and cost-saving, to combine the two aforementioned networks under a single denomination, that of Banco Santander Central Hispano 'BSCH', which will be segmented into two Divisions, a network specialising in consumer banking and the other, in corporate banking. The Retail Network in Spain is completed with Banesto, which will continue its trajectory of strong commercial drive, strict risk policy, rationalisation and cost-savings. On the other hand, owing to the small percentage of its capital in the hands of the public, for operational and efficiency reasons, it is considered appropriate to call for Banesto's shares to be excluded from trading on the Stock Exchange. Finally, certain appointments have been made, completing the senior management team of the Group. In line with all of the foregoing, the Board of Directors has likewise unanimously adopted the following resolutions: 1. To approve the DOS Programme for the years 2002 and 2003, with the following management objectives: a) Attributable net income for 2002 of 585,000 million pesetas, representing an increase of more than 20% versus the objective for 2001. b) Attributable net income for 2003 of 700,000 million pesetas, 20% more than the objective established for 2002. And a 20% increase in net earnings per share in each of the years 2002 and 2003. c) To reach a cost to income index of 49% in 2002 and of 45% in 2003, with cost savings during 2002 and 2003 (in real terms and excluding perimeter changes and inflation and exchange effects) of 150,000 million pesetas. d) To improve ROE by 4 percentage points to 24% by the end of 2003 (without considering advance reserves) and to 20% considering advance reserves. e) To maintain the objective of a BIS ratio of more than 12%. 2. To combine the brand names of Banco Santander and BCH under a single denomination: Banco Santander Central Hispano 'BSCH'. The DOS Programme includes the additional rationalisation of 1,000 more branches in Spain, added to the 1,400 included previously, making a total of 2,400 branch closures in the domestic market. The resulting number of branches of the Banco Santander Central Hispano Group in Spain will therefore be approximately 4,000 branches upon completion of the optimisation programme, with BSCH maintaining its leadership position in terms of number of branches in the domestic market. Additionally, an ambitious real estate rationalisation plan will be undertaken in Spain and Latin America, which in the domestic market alone will involve real estate sales in excess of 100,000 million pesetas. Likewise, the DOS Programme anticipates new pre-retirements within the Group's senior management, reducing the number of people included in such group by 50% since the date of the merger. 3. To propose to the Board of Directors of Banco Espanol de Credito, S.A. (Banesto) that the formalities be commenced for excluding its shares from trading on the Stock Exchange. 4. Upon expiry of the Co-Chairmanship period in accordance with the Temporary Provision of the Corporate By-Laws, Mr. Angel Corcostegui Guraya will continue as 1st Vice Chairman and Chief Executive Officer, with all Divisions of the Group reporting to him. The Risks Area will remain under the responsibility of the Vice Chairman Mr. Matias Rodriguez Inciarte, who will also continue as Chairman of the delegated Risks Committee. Both will in turn report to the Chairman of the Bank and of its administrative bodies, Mr. Emilio Botin. 5. To designate the following persons to the positions indicated below: - Mr. Antonio Escamez Torres, Board Member and General Manager (EVP), who is also appointed a member of the Delegated Risks Committee and Co-ordinator of the International Committee of the Board of Directors. - Mr. Enrique Garcia Candelas, General Manager (EVP), to whom the BSCH Consumer Banking Network Division will report. - Mr. Joan David Grima Terre, General Manager (EVP), to whom the Industrial Group Division will report, and who is appointed a member of the Management Committee. - Mr. Fernando Gumuzio Iniguez de Onzono, General Manager (EVP), to whom the Asset Management, Private Banking and Insurance Division will report, and who is appointed a member of the Management Committee. - Mr. Antonio Horta Osorio, General Manager (EVP), to whom the Banks and other Units in Portugal will report, and who is appointed as a new member of the Management Committee. - Mr. Juan Maria Nin Geneva, General Manager (EVP), to whom the BSCH Corporate Banking Network Division will report. - Mr. Juan Rodriguez Inciarte, General Manager (EVP), to whom the Europe, Finance Companies and Quality Division will report. 6. As a result of resolution (5) above, the composition of the Management Committee will be as follows: - Mr. Angel Corcostegui Guraya, 1st Vice Chairman and Chief Executive Officer, who will preside such committee and to whom all Divisions of the Group will report, and who in turn will report to the Chairmen. - Mr. Matias Rodriguez Inciarte, 3rd Vice Chairman and Vice Chairman of the Management Committee, to whom the Risks Area will report and who in turn will likewise report to the Chairmen. - Mr. Alfred Saenz Abad, Chairman of Banesto, Banesto Division. - Mr. Francisco Luzon Lopez, Board Member and General Manager (EVP), Latin America Division. - Mr. Luis Abril Perez, General Manager (EVP), Communication and Research Division. - Mr. David Arce Torres, General Manager (EVP), Internal Audit Division. - Mr. Jose Manuel Arrojo Botija, General Manager (EVP), Global Wholesale Banking Division, - Mr. Ignacio Benjumea Cabeza de Vaca, General Manager (EVP), General Secretary and Secretary of the Board Division. - Mr. Baldomero Falcones Jaquetot, General Manager (EVP), Resources and Costs Division. - Mr. Enrique Garcia Candelas, General Manager (EVP), 'BSCH' Consumer Banking Network Division. - Mr. Joan David Grima Terre, General Manager (EVP), Industrial Group Division. - Mr. Fernando Gumuzio Iniguez de Onzono, General Manager (EVP), Asset Management, Private Banking and Insurance Division. - Mr. Antonio Horta Osorio, General Manager (EVP), Portugal Division. - Mr. Julian Martinez-Simancas, General Manager (EVP), Business Legal Division. - Mr. Juan Maria Nin Genova, General Manager (EVP), Banco Santander Central Hispano 'BSCH' Corporate Banking Network Division. - Mr. Juan Rodriguez Inciarte, General Manager (EVP), Europe, Finance Companies and Quality Division. - Mr. Jose Luis del Valle Doblado, General Manager, Finance Division. Madrid, June 26th 2001
UK 100

Latest directors dealings