Annual report 2009 - Santander

563. Treasury stockKey dataAt 31 December 2009, the Bank held 2,584,249 treasury shares,representing 0.031% of its share capital; at 31 December 2008,the Bank had 64,489,873 shares which represented 0.807% ofits share capital at such date.The following table sets out the monthly average percentages oftreasury stock in 2008 and 2009.Monthly average percentages of treasury stock2009 2008January 1.195% 0.206%February 1.795% 0.660%March 1.807% 0.605%April 2.820% 0.700%May 1.982% 0.717%June 1.250% 0.722%July 0.413% 0.175%August 0.695% 0.075%September 0.525% 0.143%October 0.617% 0.225%November 0.496% 0.356%December 0.414% 0.784%Note: Further information in this regard can be found in section A.8 of the annualcorporate governance report, which is part of the management report, and in thecapital and treasury stock section of this latter report.AuthorisationThe current authorisation for treasury stock transactions arisesfrom resolution No. 5 adopted by the shareholders acting at thegeneral shareholders’ meeting held on 19 June 2009, item II) ofwhich 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 thelimits of the Law and subject to all legal requirements, up toa maximum number of shares –including the shares theyalready hold– equal to 5 per cent of the share capital existingat any given time or such greater maximum percentage as isestablished by the Law while this authorisation is in effect.Such shares shall be fully paid-in at a minimum price pershare equal to the par value thereof and a maximum price ofup to 3 per cent over the last listing price for transactions inwhich the Bank does not act on its own behalf on theContinuous Market of the Spanish stock exchanges (includingthe block market) prior to the acquisition in question. Thisauthorisation may only be exercised within 18 months fromthe date of the general shareholders’ meeting. Theauthorisation includes the acquisition of shares, if any, thatmust be delivered directly to the employees and managers ofthe Company, or that must be delivered as a result of theexercise of the options held by them.”Treasury stock policyAt its meeting of 19 June 2009, the board of directors adoptedthe current resolution on treasury stock policy, which waspublished on the Group’s website (www.santander.com) andwhich governs aspects such as the purposes thereof, personsauthorised to carry out treasury stock transactions, generalguidelines, prices, time limits and reporting obligations.In any event, the aforementioned policy excludes the useof treasury stock as a defensive mechanism.Annual report 2009 Corporate governance report