Annual Report 2007 - Santander

- AUTHORISATIONThe current authorisation for treasury stock transactionsarises from resolution No. 5 adopted by the shareholdersacting at the General Shareholders’ Meeting held on 23 June2007, of which item II) reads as follows:“To grant express authorisation for the Bank and theSubsidiaries belonging to the Group to acquire sharesrepresenting the share capital of the Bank for valuableconsideration in any manner permitted by Law, within the limitsof the Law and subject to all legal requirements, up to amaximum amount –including the shares they already hold– of312,714,828 shares or, as appropriate, the number of shares thatis equal to 5 per cent of the share capital existing at any giventime. Such shares shall be fully paid-in at a minimum price pershare equal to the par value thereof and a maximum price of upto 3% over the listing price on the Continuous Market of theSpanish stock exchanges (including the block market) on the dateof acquisition. This authorisation may only be exercised within 18months from the date of the General Shareholders’ Meeting. Theauthorisation includes the acquisition of shares, if any, that mustbe delivered directly to the employees and managers of theCompany, or that must be delivered as a result of the exercise ofthe options held by them.”- TREASURY STOCK POLICYThe Board of Directors adopted the current resolution ontreasury stock policy at its meeting of 23 June 2007.Such policy, which governs certain aspects of treasurystock transactions such as the purposes thereof, personsauthorised to carry out treasury stock transactions, generalguidelines, prices, time limits and reporting obligations, iscontained on the Group’s website (www.santander.com).In any event, treasury stock transactions are not used as adefensive mechanism.4. DIVIDEND POLICYThe Bank intends to continue its policy of maintaining a payouton ordinary consolidated net income of around 50%, withquarterly dividend payments.Page 38 of this Annual Report includes information on thedirect remuneration to shareholders in the form of dividends onaccount of 2007 earnings.5. RESOLUTIONS IN EFFECT REGARDING THE POSSIBLE ISSUANCE OF NEWSHARES OR OF BONDS CONVERTIBLE INTO SHARESThe additional authorised capital amounts to EUR1,563,574,144.5 pursuant to the authorisation of theshareholders acting at the extraordinary General Shareholders’Meeting held on 27 July 2007. The period available to Directorsto carry out and make capital increases up to such limit expireson 27 July 2010.Included within the limit available at any time are theamounts of capital increases, if any, made in order toaccommodate the conversion of debentures, pursuant to theprovisions of resolution No. 10 adopted by the shareholdersacting at the Annual General Shareholders’ Meeting of 21 June2003. Such resolution gives the Board the power to exclude preemptiverights in whole or in part, pursuant to the provisions ofArticle 159.2 of the Spanish Companies Law.In addition, under item No. 8 of the agenda of the GeneralShareholders’ Meeting held on 23 June 2007, the shareholdersresolved to increase the Bank’s capital by EUR 375 million anddelegate full powers to the Board such that the Board may,within one year of the date of such General Shareholders’Meeting, set the date and terms of such increase. Should theBoard fail to exercise the powers delegated to it within suchperiod, such powers will be null and void.The above-mentioned resolutions are available on thewebsites of the Group (www.santander.com) and the CNMV(National Securities Market Commission) (www.cnmv.es).44