The board of directors of BANKINTER, S.A., resolved to call its shareholders to an Annual General Meeting to be held in Madrid, at the Mutua Madrileña building, on Paseo de la Castellana no 33 (entrance on Paseo Eduardo Dato, 20, 28046 Madrid), on 19 March 2020, at 13:00, on first call or, in the event that the required quorum is not met, the next day, 20 March 2020, on second call, in accordance with the Agenda referred to in the call to the Meeting published on this website, dated 18 February 2020, and in the Official Gazette of the Commercial Registry (BORME), dated 19 February 2020, pursuant to the provisions of article 516 of the Spanish Capital Companies Act. It is expected to be held on the date first before mentioned.
Right to attend
Notwithstanding the right to vote, to be entitled to attend the meeting it is necessary to hold at least 600 shares listed on the relevant accounting register five days before the date of the General Meeting, or to collect them by grouping together with other Shareholders in the same conditions.
If you wish to attend the General Meeting in person, it is necessary to present the attached attendance card at the entrance of the venue indicated in the notification.
Proxy or Remote Voting.
If you do not wish to attend, or hold fewer than 600 shares, we ask you to please sign and return the attendance/proxy/remote voting slip that will be sent to you for your shares to be represented at the Annual General Meeting by:
Postal mail, in the attached postage-paid envelope or sent by an equivalent courier service to the same address.
Delivery to any Bankinter office or branch.
Voting rights and representation may also be exercised under the conditions laid down in the notice of Meeting available on the Company's corporate website www.bankinter.com/webcorporativa and via any of the following means:
Via the Internet: at the web address https://webcorporativa.bankinter.com . If you are a customer, by using your Bankinter passwords and code card (only for shareholders who are natural persons). And if you are not a customer, by using the shareholder number and the alphanumeric code shown on the attendance, proxy and 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 (www.bankinter.com), 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 217128 with the word JUNTA followed by a white space and the alphanumeric code shown in the attendance/proxy/remote voting card that has been issued to you.
For technical reasons, the only option allowed via the Internet for conferring proxies is to confer the proxy on the Chairman of the Board of Directors, in which case the voting instructions shall be to vote in favour of the proposed resolutions regarding to all items on the Agenda, which have been made by the Board of Directors. As regards the mobile phone, it shall only be possible via SMS to vote in favour of the proposed resolutions made by the Board of Directors. For the same technical reasons, via the Internet and via mobile phone instructions for blank vote for representation or blank vote for shareholder's remote voting are not enabled.
Bankinter S.A. has made available different means of granting a proxy and remote voting for the shareholders at the General Meeting that are referred to in this corporate web site which means have such guarantee and security as are offered by Bankinter, S.A. computer and operating systems. Should a shareholder wish to exercise any right to vote or to give a proxy by electronic means through certified electronic signature systems, Bankinter, S.A. offers the widest possible means for exercising such rights.
Specific instructions regarding proxies and remote voting.
As follows you will find the main rules for giving a proxy and remote voting relating to the General Meeting that are contained in the General Meeting Regulations and Procedures for the exercise of information, attendance, remote voting and proxy rights for General Meetings, both of which have been published on the corporate wed site:
- 1. You may not exercise remote voting and proxy simultaneously. If both options are signed on the card, the granting of proxy shall prevail.
- 2. Shareholder who returns the card simply signed in the box for remote voting without further specifications, shall be deemed to have voted in favour of all the proposals on the Agenda made by the Board and against the items, additions and proposals not made by the Board or not contained in the agenda, if necessary, in accordance with the provisions of the Regulations of the General Meeting.
- 3. Shareholders who return the card simply signed in the box for granting of proxy without indicating the identity of the proxy, shall be deemed to have granted proxy to the Chairman of the Board of Directors as well as the person or persons who may be designated in cases of conflict of interest. If the shareholder does not state specific voting instructions, shall be deemed to have voted in favour of all proposals of the Agenda made by the Board and against the items, supplement and proposals not made by the Board or not contained in the Agenda, if necessary, in accordance with the provisions of the Regulations of the General Meeting.
- 4. In the event that a conflict of interest for the representative should be produced in the voting on any of the issues covered by the General Meeting, and the shareholder has not designated another representative for the conflicting points, it shall be understood that the original representative may designate a third party to represent in accordance with the provisions of the Regulations of the Board, unless otherwise indicated.
- 5. In the case of conflict between different voting instructions received from the company, the last instruction received by the company within the deadline set for that purpose shall prevail.
- 6. Proxies and remote votes by means of the card provided (in which the public request for representation has been incorporated) and received not later than one hour before the beginning of the Annual General Meeting upon the first call shall be admitted. The shareholders attending the General Meeting or those validly representing them may submit from one hour before that scheduled for the meeting to begin in the register of shareholders of the General Meeting their respective attendance cards or proxies granted to them.
- 7. The Company may apply the special rules contained in the Regulations of the General Meeting in relation to the proxy and voting instructions received from financial intermediaries and custodians acting on behalf of their clients.
- 8. The revocation of proxies and remote voting shall conform to the requirements of the aforementioned "Procedure".
- 9. The Company reserves the right to ask shareholders for any additional means of identification that it may deem appropriate to ensure the legitimacy of the shareholder or representative as well as the authenticity of the vote or the proxy.
Information for shareholders.
If you have not received an attendance/remote voting/proxy card or you would like any additional information about the General Meeting, please consult the corporate website or contact:
- - The Office of the Shareholder: firstname.lastname@example.org, tel. (34) 91 339 83 30 - 91 339 75 00 - 901 88 80 44.
- - External Communications Department: email@example.com, tel. (34) 91 339 83 38 - 91 339 78 55.
- - Investor Relations: firstname.lastname@example.org, tel. (34) 91 436 71 06.
The corporate web site includes the proposed resolutions that will be presented at the Meeting regarding each of the items on the Agenda, amongst other documents. The Board of Directors may, for good reason, amend the content of the proposed resolutions. In this case, the Meeting will be informed and at the Meeting a full reading will be made of any changes.
Without prejudice to the foregoing, shareholders have the right to examine, at the corporate registered office (at Paseo de la Castellana nº 29, 28046 Madrid) all proposals, reports and documents published on the BANKINTER corporate wed site relating to the General Meeting and to request the delivery or despatch thereof free of charge.
Shareholders have up until the fiveth day prior to when the General Meeting is to be held to submit questions or requests for information or clarification with regard to any item on the agenda, or with regard to the information available to the public supplied by the Company to the Spanish National Securities Market Commission (CMNV) since March 21 2019, the date when the last General Meeting was held.
Right to submit proposals
Holders of at least 3% of share capital may request a supplement to the call of the General Meeting including one or more items on the Agenda and proposed 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.
Shareholders Electronic Forum
As from the call to this Meeting and in accordance with the provisions of the Spanish Capital Companies Act, Bankinter, S.A. places the Shareholders Electronic Forum at your disposal on this website for the sole purpose of facilitating communications between shareholders on the occasion of calls to meeting and up to the holding of the General Meeting of Shareholders. Once registered, you may use the said Forum to post communications with the following purposes:
- - Proposals hoping to be included as complementary items to the agenda announced in the Call to the Meeting.
- - Applications to support the said proposals.
- - Initiatives to reach the required percentage in order to exercise minority rights as envisaged by law.
- - Voluntary representation offers or applications.
The counting of votes pursuant to the "Procedure for the exercise of the right to information, support, proxy and remote voting by shareholders at Annual General Meeting of Bankinter, S.A. 2020 shall be reviewed, as in previous years, will be independently revised by the firm Ernst&Young, S.L., whose report will be published on this corporate web site.
We remain at your disposal to inform you by way of any of the means made available by BANKINTER of the measures taken to ensure the openness of information provided for shareholders which we would like to highlight as an outstanding feature of this company.