2016 ORDINARY GENERAL SHAREHOLDERS MEETING

Transcription

1 2016 ORDINARY GENERAL SHAREHOLDERS MEETING The Board of Directors of BANKINTER S.A., at its meeting held on 16 February 2016, has convened the Ordinary General Shareholders Meeting of the Company, to be held in Madrid, at the Palacio de Linares (Casa de América), Paseo de Recoletos nº2, Madrid, on 17 March 2016 at 13:00, at the first call, and in the event that the required quorum is not met, at the second call, on 18 March 2016 at the same place and time, in order to deliberate upon the matters included in the following: AGENDA: 1st. Examination and approval of the individual annual accounts (balance sheet, profit and loss account, statement of changes in shareholders equity, cash flow statement and notes to the financial statements) and of the individual management report of Bankinter, S.A. as well as the consolidated annual accounts and the management report of the consolidated group, for the financial year ended 31 December nd. Examination and approval of the proposal for allocation of profits and the distribution of dividends for the financial year ended 31 December rd. Examination and approval of the management and activities of the Board of Directors during the financial year ended 31 December th. Appointment of the auditor of the Company and its Consolidated Group for financial years 2016, 2017 and th. Approval of a restricted capitalisation reserve pursuant to the provisions of section 25.1.b) of Law 27/2014 of 27 November on Corporate Income Tax. 6th. Re-election and establishment of the number of directors. 6º.1.- Re-election of Mr Gonzalo de la Hoz Lizcano as External Independent Director. 6º.2.- Re-election of Mr Jaime Terceiro Lomba as External Independent Director. 6º.3.- Establishment of the number of Directors. 1

2 7th. Resolutions on remuneration. 7º.1.- Approval of the Remuneration Policy for the Directors of Bankinter, S.A. 7º.2.- Approval of the delivery of shares to the executive Directors for their executive duties, and to Senior Management as part of the annual variable remuneration accrued in º.3.- Approval of the delivery of shares to the executive Directors for their executive duties, and to Senior Management as part of the extraordinary remuneration accrued in º.4.- Approval of the maximum level of variable remuneration for those members of staff whose professional activities have a significant impact on the risk profile of the Company. 8th. Delegation of powers to the Board of Directors, including the power of substitution, to formalise, interpret, correct and implement the resolutions adopted by the shareholders at this General Shareholders Meeting. Item submitted to a consultative vote 9th. Annual Director Remuneration Report pursuant to section 541 of the Companies Act. Item of an informational nature 10th. Information on the partial amendment of the Regulations of the Board of Directors pursuant to section 528 of the Companies Act. SUPPLEMENT TO THE CALL AND PRESENTATION OF PROPOSALS OF RESOLUTIONS: Holders of at least 3% of share capital may request a supplement to the convening of the General Meeting, including one or more items on the Agenda, as well as to propose resolutions on matters already included or to be included on the Agenda of the meeting convened, in the manner and time established by Law. This right shall be exercised by due notification which is to be received at the registered office within five days from the publication of the notice of call. RIGHT TO ATTEND THE MEETING, PROXY AND REMOTE VOTING: 2

3 Those entitled to attend the General Meeting shall be holders of 600 or more shares, registered in the corresponding accounting Register five days prior to the date on which the General Meeting is to be held, as established in the Company By-laws. Holders of fewer number of shares may group together to make up the required number, as provided in the Company By-laws and the Regulations of the General Shareholders Meeting. Any shareholder entitled to attend may be represented at the General Meeting by another person. Furthermore, any shareholder may exercise his right to vote by means of remote communication. The Rules and Regulations for the General Shareholders Meeting, the Procedure for the exercise of the right to information, support, attend and remote voting by shareholders at the Annual General Meeting of Bankinter S.A and the attendance/proxy/remote voting card form, all available on the corporate website of Bankinter S.A., establish the terms and conditions for exercising the before mentioned rights, in particular through any of the following means: - By postal mail to the registered office of Bankinter, S.A. (Paseo de la Castellana nº 29, Madrid), including the attendance/proxy/remote voting card duly completed. - By way of submitting the attendance/proxy/remote voting card at any branch or center of Bankinter, S.A. - Via the Internet, at If you are a customer, by using your Bankinter passwords and code card (only for natural persons). If you are not a customer, by using the shareholder number and the alphanumeric code shown on the attendance/proxy/remote voting card sent to you by the Company. - Via mobile phone: If you are a client, by accessing directly to the mobile Internet address ( the bankinter movil application or through the link that appears in the first SMS that you are sent to that effect by the Company. If your mobile phone does not have Internet access, by answering a second message that will be also sent by the Company with the term VOTAR1 and the sum of two numbers from your code card indicated in the same message. If you are not a customer, you can vote by sending a message to the number with the word JUNTA followed by a white space and the alphanumeric code shown in the attendance/proxy/remote voting card the Company places at your disposal. For technical reasons, the only option allowed via the internet for conferring proxies is to confer the proxy on the Chairman, in which case the voting instructions shall be to vote in favour of all proposed resolutions regarding all points on the Agenda, which have been formulated and approved by the Board of Directors. Via SMS, it shall only be possible to vote in favour of all the items on the Agenda. 3

4 In the event that the shareholder has not received the attendance/proxy/remote voting card, he/she may request it to be sent via the different means referred to in the paragraph on Additional information for shareholders in this notice. For technical or security reasons the Company reserves the right to suspend the mechanisms of proxy/electronic remote voting, informing shareholders and without prejudice to the validity of granting of proxies/remote votes cast and of the rights of attendance and representation of shareholders, as well as the right to ask shareholders for additional means of identification if it is deemed appropriate to ensure the authenticity of the proxy or the vote. The Company will not be responsible for any prejudices the shareholder may suffer deriving from any breakdown, overload, line failures, connection failures or any other eventuality similar or equal to same, that are outside the will of the corporation and that may temporarily impede use of delegation systems and the electronic voting procedure. Granting of proxies and remote votes using the card provided in this regard (which contains the public solicitation of proxies) and received not later than one hour prior to the beginning of the General Shareholders Meeting on first summons, shall be admitted. Shareholders attending the meeting or those who validly represent them may submit for the register of shareholders at the General Meeting their attendance cards and the proxies granted in their favour from one hour before that scheduled for the meeting to begin. RIGHT TO INFORMATION: Shareholders may request Directors until the fifth day prior to the General Shareholders' Meeting, or verbally during the General Meeting, reports or clarifications they consider appropriate or submit written requests regarding matters included on the Agenda, information accessible to the public that the Company has furnished to the Securities Exchange Commission (CNMV) since the last General Meeting was held and regarding the auditor report. In order to exercise their right to information, the shareholder should follow the instructions available on the corporate website From the date of publication of the present call and until the day that the General Meeting is held, shareholders have the right to examine the following documents at the registered office of Bankinter S.A. (Paseo de la Castellana nº 29, Madrid), available at and to request and obtain delivery or free shipping of the following documents: 1st. Financial Statements (Balance Sheet, Income Statement, Statement of Changes in Equity, Cash Flow Statement and Notes), Management Report and Proposed Allocation of Profit/Loss of Bankinter S.A. and the consolidated Group for 4

5 the 2015 financial year and the respective reports by the auditors, as well as the declaration of responsibility by the Directors under Article 35 of the Securities Market Act. 2nd. Proposed resolutions on each one of the items of the Agenda of the General Shareholders Meeting and explanatory reports by the Board of Directors on each one of the stated proposals. 3rd. Remuneration Policy for Board Members of Bankinter, S.A. 4th. Remunerations Committee report about the Remuneration Policy for Board Members of Bankinter, S.A. 5th. Annual Report on the remuneration of Directors of Bankinter S.A. 6th. Corporate Governance Annual Report th. Annual Activity Report of the Audit and Regulatory Compliance Committee th. Annual Activity Report of the Appointment and Corporate Governance Compliance Committee th Annual Activity Report of the Audit and Regulatory Compliance Committee 10th. Annual Activity Report of the Risk Committee th. Annual Sustainability report 2015 (integrated within the Business report available for shareholders by the company). 12th. Procedure for the exercise of the right to information, attend, proxy and remote voting by shareholders at the 2016 Ordinary General Shareholders Meeting of Bankinter S.A. 13th. The explanatory report on the partial amendment of the Regulations of the Board of Directors pursuant to Article 528 of the Corporate Enterprises Act. 14th. Reports by the Board of Directors in support of items 6º.1 and 6º.3 of the Agenda where it is valued proposed candidates' competence, experience and merits for their re-election as members of the Board of Directors. The aforementioned reports also include the proposed candidate's curriculum, the category and the 5

6 prescriptive proposals and reports, in accordance with Article 518 of the Corporate Enterprises Act. 15th. As well as other legal information concerning the Annual General Meeting. The Rules and Regulations for the General Shareholders Meeting and the Procedure for exercising the right to information, attend, proxy and remote voting by shareholders at the Ordinary General Shareholders Meeting of Bankinter S.A. 2016, available on the corporate website, contain the rules applicable to the exercise of shareholders rights (including the right to information) relating to the General Meeting. The same corporate website makes available the Corporate By-laws, the Regulations of the Board of Directors and other corporate governance rules of the Company. ELECTRONIC FORUM FOR SHAREHOLDERS: From the convening of this General Meeting, and in accordance with the provisions of the Corporate Enterprises Act, Bankinter, S.A. makes the Electronic Shareholder Forum available to its shareholders on its corporate website for the sole purpose of facilitating communication among the shareholders on the occasion of the call and up the day prior to the date scheduled for the General Meeting, to which may access with due guarantees both individual shareholders as entitled associations. Through it, once registered, it shall be possible to post communications in the Forum relating to: Proposals to be submitted as a supplement to the agenda announced in the call to meeting. Requests to second such proposals. Requests for adhesion to those proposals. Initiatives to reach the sufficient percentage to exercise a minority right established by law. Offers and requests for voluntary proxies. On the corporate website access is available to that Forum as well as to its Rules of Operation. ADDITIONAL INFORMATION FOR SHAREHOLDERS In the event that shareholders wish to have additional information on the General Shareholders Meeting or the attendance, granting of proxy and remote voting, they may visit the corporate website, or contact to: 6

7 - Shareholders Office: tel. (34) Communications Department: (comunicacion@bankinter.es, tel. (34) Investor Relations: (investor_relations@bankinter.es, tel. (34) or any Bankinter S.A. branch or center. PERSONAL DATA PROTECTION: Any personal data supplied by shareholders to Bankinter, S.A. in order to exercise their rights to attend the meeting, to proxy representation, to vote at the General Shareholders Meeting, to receive information, as well as participate in the Electronic Shareholder Forum or which are supplied by the banks or Securities Companies and Agencies where the said shareholders have deposited their shares, shall be processed with the aim of managing, administering, and supervising the shareholder relationship that exists in respect of convening and holding the General Shareholders Meeting. Shareholders are informed that these details are included in a file whose data controller is Bankinter, S.A., and may exercise in any case the rights of access, rectification, cancellation and/or opposition, in the terms established in the current legislation, by writing to Bankinter S.A., Dirección General de Medios Seguridad Informática, Calle Pico San Pedro nº. 1 - Tres Cantos - Madrid The Notary shall be informed of all data necessary for the purpose of drafting the notarial act regarding the General Shareholders Meeting, as well as to any other third party entitled to have the right to information according to the normative, o publicy available as they might be included into the documentation available at the Corporate website or announced during the course of the General Meeting, which may be audio-visual recorded and published at this website. Being present at the Meeting, the shareholder consents this recording and distribution. In the case that the shareholder includes personal data relating to other natural persons in the attendance/proxy/remote voting card, the holder shall inform them of the contents in the preceding paragraphs and comply with any other requirements that may be applicable for the proper transfer of personal data to the Company, without the Company having to take any additional action. VERIFICATION OF VOTE COUNTING: The counting of shareholders votes of the 2016 Ordinary General Shareholders Meeting of Bankinter, S.A. pursuant to the Procedure for the exercise of the right to information, 7

8 attend, proxy and remote voting, which refers to this call, shall be reviewed, as in previous years, by a separate external auditor other than the company s accounts auditor, and a summary of the findings of the review shall be posted on the corporate website PRESENCE OF A NOTARY PUBLIC: The Board of Directors has resolved to request the presence of a Notary Public to record the minutes of the General Meeting, pursuant to the terms set forth in the Corporate Enterprises Act. Planned date for the General Shareholders Meeting to be held: The General Meeting of Shareholders is expected to be held, at first call, that is on 17 March 2016, at the place and time stated above. Registration of attendance cards shall begin one hour before the time set for the General Meeting. Madrid, 16th February 2016 Mrs. Gloria Calvo Díaz GENERAL SECRETARY AND SECRETARY TO THE BOARD OF DIRECTORS 8