Banco Santander, S.A. (SAN) Earnings Call Transcript & Summary

March 26, 2021

Bolsa de Madrid ES Financials Banks shareholder_meeting 164 min

Earnings Call Speaker Segments

Unknown Executive

executive
#1

Good morning, ladies and gentlemen, shareholders. The ordinary General Shareholders meeting of Banco Santander is going to begin. It has been called pursuant to law and the bylaws. The official notice of call to meeting was published on February 23, 2021 on the website of the National Securities Market Commission, [Foreign Language] and on the bank's corporate website, www.santander.com, where it has been published until today's date. And on February 24, 2021 and the official bulletin of the commercial registry and in the Alerta and El Diario Montañés newspapers. And additional notice was also published on March 19, 2021 on the website of the National Securities Market Commission and on the bank's corporate website, santander.com, and on March 20 in the La Paz Alerta and El Diario Montañés newspapers to report the resolution of the Board of Directors for the meeting to be held exclusively by remote means. And therefore, without the shareholders, proxies or guests attending physically, other than the members of the presiding committee (Mesa) of the general shareholders meeting the CEO and the notary. This resolution was approved pursuant to the provisions of the notice of the call to meeting. Taking into consideration the existing COVID-19 situation and in view of and in accordance with Section 3 of Royal Decree-Law 34/2020 of 17 November on urgent measures to support business solvency and the energy sector. And in relation to tax matters, which enables general meetings to be held only remotely during this financial year 2021, provided that reasonable guarantees to ensure the identity of the person exercising his or her right to cast a vote are taken and that the possibility of participating in the meeting is offered through remote attendance, granting a proxy representation to the Chairman of the General meeting by distance means of communication and casting a vote prior to the meeting by distance means of communication. All these means of participation are an alternative to physical attendance and have been made available by the bank to its shareholders for this general meeting. As previously through mechanisms that offer reasonable guarantees to ensure the identity of the shareholder or shareholders using them. Furthermore, when adopting such resolution, the Board of Directors also considered the joint statement issued by the Registrar's Association of Spain and the Spanish National Securities Market Commission on March 18, 2021 regarding the above subject matter. As you are well aware, the decision of holding the meeting exclusively by remote means is based on: first, the purpose of safeguarding the general interest, health and safety of shareholders, employees and other people who participate in organizing and holding the general meeting and to ensure that all shareholders are treated equally regardless of where they reside. And secondly, the new mobility restrictions approved by the authorities pursuant to a resolution of March 11, 2021 of the State Secretary for Health, publishing the Agreement of the Interterritorial Council of the National Health System on the declaration of coordinated actions against COVID-19, owing to the forthcoming Spanish public holiday of Father's Day, (festividad de San José) and 2021 Easter Week. Hence, the meeting is being held at the premises of the [Foreign Language], where the notary for the meeting is present without physical attendees other than the presiding committee, Mesa, of the meeting and CEO, complying with all required safety and distancing measures. I would also like to clarify that all these measures are compatible with the fulfillment of the corporate obligations and fully guarantee the shareholders' rights. As a remote only general meeting held on April 3, 2020 corroborated and as is further corroborated by today's high quorum, very high quorum. And the Secretary will inform you about today's quorum shortly. Thanks to technological means and to the foresight of the bank, which has had the ability for its shareholders to attend [ for multi ] for several years now, we have been able to modify the way this ordinary meeting is held for the reasons I have explained, guaranteeing at the same time that our shareholders can fully exercise their rights in a transparent manner, but also in a way that is safer for their health. I would like to remind the shareholders that Spanish legal provisions and the bylaws and the rules and regulations for the shareholders' meeting of the bank, govern and safeguard the exercise of the rights to receive information to remote attendance and to vote at the general meeting without the need to be physically present thereat, using for such purpose, a remote attended software application to remotely attend the meeting by means of a real-time connection to the premises of the [Foreign Language], where I am right now. Therefore, and before beginning the meeting, I would like to welcome all those attending this meeting who, once again, and in a situation as extraordinary as the one we are facing are using remote channels of attendance to participate. I give thanks for the understanding and responsibility of all of our shareholders as well as the effort and commitment of all the persons who have participated in organizing this event under these circumstances. Finally, I remind you that the full text of the notice of the call to meeting and the additional notice to which I made reference to before, are available for viewing on the bank's corporate website, www.santander.com, and the notary has a copy of all of them. I also notified the shareholders that the minutes of this meeting will be drawn up by a notary. Therefore, the notary, [ Mr. Gonzalo Salco Polanco ], whom I have the pleasure of presenting to the shareholders is present at these premises. The Secretary has the floor to report the number of shareholders in attendance and the voting capital present and represented by proxy at the meeting.

Jaime Renovales

executive
#2

The [indiscernible] capital is EUR 8,670,320,651, represented by 17,340,641,302 shares, each with a par value of EUR 0.50. The quorum required to validly hold the meeting on second call is 25%, equal to subscribed capital with voting rights of EUR 2,167,580,163 represented by 4,300,035,160,326 shares. Attending this meeting is a total of 612,000 plus shareholders, all with voting rights, of which 136,000 plus are present and over 460,000 represented and whose name appear registered a total of a number of shares, of which 459 billion plus, which represent 2.651% of the capital belonged to shareholders present and [ 11,275,582,009 ]. In other words, 65.9% of capital correspond to shareholders represented, therefore, that we have 67.674% [ of share ] capital with the right to vote. From these, a total of 135 plus, whose name appear 448 billion plus shares, representing 2.588% of share capital are attending remotely using electronic means allowing for their connection in real-time to the premises where the meeting is held. And as I say, have voted via post and another number, having issued their vote electronically, as I said. Of those present, a total of 144,000, representing over 7 million shares, representing 0.42% of our share capital are attending remotely using electronic means allowing further connection in real-time to the premises where the meeting is held. Both shareholders casting votes remotely prior to the holding of the meeting, and those who attend remotely are deemed present for the purposes of the establishment of a quorum for this GSM.

Unknown Executive

executive
#3

Pursuant to the information read by the Secretary, Valid Quorum is declared to exist for this general meeting on second call. As from this time, as stated in the notice of call to this meeting and on the bank's website, all remote attendees may cast their vote whether in favor, against or in blank or abstain regarding the proposed resolutions relating to Items 1 to 12 on the agenda that the Board submits for approval at this general meeting as well as vote on a consultative basis regarding Item 13. Remote attendees are kindly reminded that if they take no action regarding the voting on the items on the agenda, they will be deemed to have voted in favor of the proposal submitted to a vote in each case. If proposals are made regarding matters that do not appear on the agenda, those attending remotely or via the Internet may cast their votes from the time that the [Secretary] reads aloud said proposals. In all events, a period for voting by remote attendees regarding all proposed resolutions, whether or not included on the agenda, shall come to an end once the Secretary has read the summaries of the proposed resolutions included on the agenda. The notary shall take note of the number and direction of the votes of the remote attendees that arrive via the Internet and shall report it to the presiding committee, Mesa, to be taken into account in the proclamation of the voting results. I also inform you that as from this time, remote attendees may use the remote attend and software application to send their written presentation requests for information or clarification or proposals. As they are received, the writing sent by the remote attendees in the legitimate exercise of the rights shall be made available to all remote attendees through the bank's remote attendance application. Given the absence of shareholders attending physically, there will be no need for presentations, thereby. Thus, remote attendees who so wish may send their presentation at any time until once the Chairman has presented her report, the CEO, the Chairman of the appointments and of the Remunerations Committees and the Chairman of the Audit Committee have presented their corresponding reports, that is until approximately 13:35 p.m. Approximately 1:35 Spanish time. I will now give the floor to the notary for the appropriate legal purposes. And thereafter, in order to not disturb the normal conduct of the meeting and without prejudice to the right to make presentations as remote attendees and to make the statements they deem relevant for consideration at this meeting, those who have reservations or objections with respect to the statements made regarding the number of shareholders in attendance or the capital present may use the remote attendance application to give notice thereof to the notary, who shall take note of their comments and record them in the minutes.

Operator

operator
#4

The notary has the floor.

Unknown Attendee

attendee
#5

Pursuant to Article 101 of the regulations of the commercial registry as notary for the meeting, I hereby advise the meeting that if any shareholder wishes to express reservations or objections with respect to the statements made regarding the shareholders in attendance or the capital present, they may do so at this time, giving notice there through the communications through the notary section of the remote attendance application, such that they will be delivered to the notary for the meeting now speaking to you in order to be recorded in the minutes. Thank you.

Operator

operator
#6

The Secretary now has the floor.

Jaime Renovales

executive
#7

I remind you that the right to make presentations is limited to shareholders or proxy holders attending this meeting remotely. If any of the persons attending remotely via the Internet desires for the presentation to be recorded in the minutes of the meeting, they must expressly say so in the text thereof. I state for the record that one request for exercise a right to receive information has been received prior to the holding of the meeting. Such request, together with a response sent by the bank is at the notary's desk and is available on the corporate website. Furthermore, I hereby state for the record that since February 23, the date of publication of the notice of the call to this general meeting on the corporate website, the notice of the call to meeting with text of the proposed resolution to be submitted to the shareholders at the general meeting as well as the Director's report, the recent proposal of the appointments committee in relation to the appointment, ratification or reelection of directors in Item 3, the recent proposal of the Board. And in the text of the Director remuneration policy referred to in Item 8, the detailed recommendation of the Board regarding the proposal made under Item 10, on the agenda and the Annual Director Remuneration report submitted to a consultative vote under Item 13 on the agenda have been and continue to be available to the shareholders at the registered office and on the reported website. The following documents, among others, have also been available at the registered office and the corporate website since the date of the call to the meeting: the annual accounts and directors and audit reports individual and for the consolidated group for the financial year 2020, including the corresponding nonfinancial information statements within the Director's report; the 2020 annual report, which includes the consolidated annual counts of the consolidated directors report, which includes among other things, the consolidated, not financial information statement, together with the independent verification report; the director remuneration policy for financial year 2021 to 2023; as well as the annual Director Remuneration report being submitted to a consolidative vote and the annual corporate Governance report, the text which can be viewed in the corporate governance chapter and in the statistical information annex conforming to the CNMB format. Said 2020 annual report also includes the reports of the responsible banking sustainability and culture committee and the Innovation and Technology committee as well as the reports of the risks provision, Regulation and Compliance committee, the Audit committee, which contains the report on the independence of the auditor, the Appointments committee and the Remuneration committee all for 2020, including the report on the Director Remuneration policy in this last report and the report of the Audit committee on related party transactions. Finally, the additional note is published in relation to the holding of the meeting previously referred to by the Chairman also appeared on the corporate website. Furthermore, as regards to voting on the proposed resolutions, it is hereby stated for the record that pursuant to the provisions of Section 526 of the Spanish Capital Corporation's law, directors that have made a public solicitation for proxies that have a conflict of interest and have not received specific voting instructions shall not cast a vote corresponding to the shares represented thereby in relation to the proposals made by the Board of Directors under items 1C, 3B to 3G, 8, 9, 10, 11A, 11C and 13. It is also stated for the record that as indicated in the proxy cards received, the General Secretary of the company shall cast the vote corresponding to such shares in his capacity as designated proxy representative for cases of conflict of interest in relation to items 1C, 3B to 3G, 8, 9 and 13. And if there are specific instructions, also in relation to items 10, 11, 8 and 11C. Likewise, it is hereby stated that for purposes of voting on the proposal made by the Board of Directors under Item 10 on the agenda and in accordance with the provisions of Law 10 up to [ 2014 ] in the case may the voting rights of those shares whose direct or indirect holders are beneficiaries of such proposal be exercised. As regards to proposals regarding items on the agenda, pursuant to the provisions of the rules and regulations for the general shareholders' meeting and given the text of the proposals have been provided to the shareholders through our corporate website, our prior complete reading of each of the proposals submitted to a vote will not take place. However, it is planned that the Secretary will subsequently provide a brief summary of the proposals submitted to the shareholders at this general meeting in relation to the items on the agenda. We will now present reports that I am sure will be of interest to you.

Ana Botín-Sanz De Sautuola y O'Shea

executive
#8

Shareholders. Good morning everyone, once again, and thank you for attending this general meeting virtually. I want to start by thanking our team. Each and every member of the bank's team for their great effort in 2020, which was no doubt one of the most difficult years in recent decades. On behalf of everyone at Santander, I would like to send our condolences to the families who have lost loved ones, especially our work colleagues. Also, I wish that everyone who is still ill will recover very soon. In the most complex year of our history, we have remained true to our purpose to help people and businesses prosper while delivering, at the same time, on our commitments to our stakeholders. Our priority was and continues to be to protect the health of our employees, ensuring that our teams could continue to serve our customers. We organized shifts and enabled our employees to work from home. Within a few weeks, more than a 100,000 employees were doing so. We strengthened our capacity to serve customers through online channels and call centers, and we also took safety measures that allowed 70% of our branches to remain open. Currently, due to our health protocols and controls, which include massive testing, many of our employees are already working from offices. And more than 90% of our branches in the world are open. We are also adapting very fast what is happening in each country. And I'd like to mention the example of Brazil, where most employees are working remotely due to the surge in cases. Thanks to this, we have continued to give our customers the level of service and support they expect, keeping our service levels high. COVID has turbocharged the move to online banking. In 2020, 44% of our sales were through digital channels versus 36% in 2019. In some markets, it's even been stronger. For example, in the U.K., digital sales reached 80%, 8-0% of the total. And we have served more than 42 million digital customers, a 15% year-on-year increase and more than 35 million of our customers use mobile banking, 21% year-on-year increase. Even more important, we gave our customers the financial support they needed. At the peak of the pandemic, we lent an average of EUR 1 billion in new loans every day. In total, we supported 6 million customers. On top of that, we granted payment deferrals to support our customers, we temporarily reduced or suspended certain fees and working with specialized teams, we supported customers who were facing particular financial difficulties. We granted moratoria on loans totaling EUR 112 million, of which 79% have expired, and only 3% was classified as having a significant probability of default. Of the EUR 23 billion that remained under moratoria as of December 31, 2020, 78% was secured and 83% was in Europe. We also supported our communities. Our employees' generous contribution helped to raise EUR 105 million, which went to government initiatives and charities in the fight against the virus. Once again, I'd like to thank our employees for their generosity. We are proud that Euromoney recognized our efforts by naming us the "World's Best Bank for Small and Medium-sized Enterprises." Above all, this is a recognition of the great work done by our teams. The virus tested us all and Santander passed with distinction. And throughout all of this, we minimized the impact of the crisis on our capital, liquidity and risk profile and worked to deliver sustainable returns to you, our shareholders. Although all our markets were impacted by the pandemic, Santander's businesses have weathered the storm well, thanks to the foundations that we have built over the last few years. In 2020, we generated an underlying profit of more than EUR 5 billion. And very important, we have achieved these results in the right way. We have reached almost 23 million loyal customers. And as I said, more than 42 million digital customers, which allowed us to keep revenues in line with 2019 at approximately EUR 45 billion, and increased net operating income by 2%, both in constant euros. By the end of 2020, our business activity was already close to pre-pandemic levels. Total credits and deposits increased by 5% and 10%, respectively, year-on-year. We are building a new operating model that has already delivered a 3-basis point improvement in our cost-to-income ratio, which is at 47%, making us a leader in the sector. Above all, we have a rock-solid balance sheet. We increased our CET1 capital ratio to 12.34%, well above our target despite increasing provisions by almost 50%, 5-0% in light of the pandemic. This means we are well positioned for 2021. Our customers are showing great financial resilience. Our nonperforming loan ratio dropped by 11 basis points, and we managed to close the year with a cost of credit at 1.28%, better than the guidance we provided in the third quarter. These results highlight Santander's 3 enduring strengths: customer focus, scale and diversification. Starting with our customer focus. In 6 of our main markets, we are ranked top 3 in terms of customer satisfaction, measured by the Net Promoter Score, or NPS. Secondly, our scale. We have one of the largest customer bases in Europe and the Americas, serving 148 million customers around the world. And lastly, our geographic and business diversification gives us resilience when a crisis hits as we saw recently. The combination of local leadership, global reach through businesses, such as Santander Corporate and Investment Banking, Wealth Management and Insurance and Payments help drive greater collaboration across the group, leading to the higher revenues and improved efficiency. These 3 global businesses, plus the digital consumer bank represented a 2020 54% of the group's underlying profits. In Europe, we have been and will remain focused on executing the new and more efficient operating model that will help us improve profitability. Our goal is to achieve a 10% to 12% underlying RoTE in the medium term and a cost-to-income ratio of around 45%. We have already achieved cost savings of EUR 1 billion over the last 2 years in Europe. We are committed to reducing our cost base by an additional EUR 1 billion by 2022. At the same time that we're changing our model. In Spain, credit increased by 5% year-on-year, mainly driven by SMEs and corporates. And in the U.K., loans grew by 3%, driven by new mortgages and public financing lines for corporates. The NPL ratio in our European markets decreased 10 basis points to 3.15%. North America was a region which delivered the best underlying profit performance in 2020, with $1.2 billion in statutory attributable profit. Here, our focus is on improving quality of service to attract more customers and improve productivity. Our countries in this region, Mexico and the United States are collaborating more and better through shared services and collaboration and international trade. In the medium term, we expect to achieve an 11% to 13% underlying RoTE in the region and an efficiency ratio of 40%. South America remains the group's growth engine. In year-on-year terms, net operating income increased by 5% in 2020, loyal customers by 9%, loans by 15% and deposits by 30%. Our commitment here is to increase collaboration across the region and build common platforms to capture business opportunities, for example, in consumer finance or insurance. The medium-term target is to achieve a 12% (sic) [19%] to 21% underlying RoTE and an efficiency ratio of 35%. Finally, our global businesses, which had a particularly strong year, thanks to customer growth and improved customer relations. In this first quarter of 2021, I'm referring now to Q1 2021, the business has remained strong, with revenues in line with the last quarter. In Europe, we are delivering savings and improve the efficiency ratio at group level. In addition, the cost of risk continues to trend downwards as we anticipated in our annual results presentation. These strong results from the first quarter allows to achieve a circa of 10% underlying RoTE in 2021. These good operating results and our strong capital position give us flexibility to offer attractive remuneration to you, our shareholders. As we announced in the earnings announcement. The flexibility that I mentioned to remunerate our shareholders. You know well, what the supervisors did, limiting the scrip, this dividend that we could pay out. And therefore, the Board proposed and the shareholders received a scrip dividend equivalent to EUR 0.10 per share on 2019 results to honor our commitment to retail shareholders. This resulted in total shareholder remuneration in that financial year of EUR 0.20 per share. The Board of Directors approved yesterday the distribution of EUR 2.75 per share dividend to be paid in cash in May 2021 against 2020. This is a maximum possible amount under the limit set in ECB recommendations of December 2020 and will be distributed on May 4 under the resolution for share premium distribution approved in their shareholders' meeting held last October 27. Looking forward, the Board's intention is to restore a shareholder remuneration policy of 40% to 50% of the group's underlying profit. With that in mind, we will accrue throughout the year the proportional amount of capital required to execute this policy once supervisory conditions allow. With the expectation as I mentioned a few minutes ago, of reaching an underlying RoTE of about 10% by the end of 2021. This ban on dividend payments and buybacks has inevitably affected European financial institutions share performance and compared to other regions. Total shareholder return was similar to that of our global peers. However, since we published third quarter earnings, our share price strengthened up 73%. In terms of valuation, Santander ended 2020 trading at market multiples in line with those of our global peer group and the European banking sector. Since we presented our 2020 annual results, our share has been outperforming the market and our peers. We feel confident about the strength of our business model and our perspectives for 2021 and that we will continue leading this trend. We achieved these solid financial results whilst implementing strong practices on environmental, social and governance issues, ESG, to become each day a more responsible bank. Our strategy is reflected in our 11 public specific measurable objectives, which were published in 2019. They reflect our priorities and our commitment to support the delivery of the United Nations Sustainable Development Goals and the Paris Agreement on climate change. And we are making good progress. And let me cover the highlights from last year, starting with the environment and explain how we are contributing to the transition to a green economy. In 2020 only, we provided more than EUR 15 billion in green financing and issued a sustainable bond worth EUR 1 billion. The second since 2019. Meanwhile, we are reducing our own environmental footprint. For the first time, we became carbon neutral in all our operations last year. Secondly, our commitment to society. At Santander, we are promoting diversity and inclusion through a strategy that includes global standards for parental leave. Unconscious bias training, gender neutral shortlist for vacancies and targets to employ more people with disabilities. Meanwhile, we are helping people gain access to the financial system while also teaching them how to use financial services prudently. In 2020, we made over 4,500 new microfinance loans every day across Latin America. Overall, we helped to financially empower almost 3 million people, 2.9 million people. And through our world-leading universities program, in 2020, we granted more than 150,000 scholarships, which means we have already surpassed our commitment to give 200,000 scholarships by the end of 2021. Finally, the critically important subject of governance. For the Board, corporate governance is a cornerstone for the sustainability and success of Santander. To ensure any member of our group can speak up anonymously, if they have a concern, we completed the rollout of Canal Abierto across all our markets. Meanwhile, we implemented our consumer protection policy and our vulnerable customers' guidelines across the group. And we are working to ensure our 400 main suppliers meet our ESG requirements. Our governance rests on an Executive Chairman and a CEO with clearly separated roles and responsibilities and a Board with a strong lead independent director and a large majority of independent directors. This governance has delivered the strong operating performance and profitable and sustainable growth that I have outlined today. Every year, our shareholders endorse our governance model, which is reflected in the fact that 99.68% of our shareholders supported corporate management in the last annual General meeting and only 0.32% voted against. As set out in our annual report, a recent Board effectiveness review conducted by an external adviser, concluded the governance was well-designed and highly effective. Furthermore, the soundness of our governance has been reflected in our performance in the Dow Jones Sustainability Index since 2000, in which we have scored almost 80 out of 100. Also, Banco Santander is also very well positioned, above-average in the MSCI and in the top 20% in Sustainalytics. Nevertheless, we are not complacent. We regularly review and continuously improve our governance to ensure it continues to reflect international best practices. For example, last year, we improved our succession planning. The Board's strength and effectiveness is based on its diversity, 40% of directors are women and its members' breadth of leadership experience, including in digital and technology, which are so important nowadays. This expertise, combined with a broad range of geographic origin, outlook and perspective enables the Board not just to shape and determine the group's strategy, but to provide independent counsel and challenge to our senior management. We recently welcomed 4 new directors, that, I think, are a clear example of these attributes. Martin Chavez, Gina Díez Barroso as independent directors, Sergio Rial as Executive Director; and Luis Isasi as non-Executive Director. These directors are replacing Esther Giménez-Salinas, Rodrigo Echenique, Ignacio Benjumea and Guillermo de la Dehesa, who have been highly appreciated members of our Board for many years and whom I would like to thank again for their valuable contributions. We have also reinforced our international advisory board with the appointment of Andreas Dombret, who has significant expertise in the European regulatory environment. I'm sure they will significantly contribute to reinforce the role played by this Board. We are submitting today for shareholder approval, the update of our bylaws that, together with the changes made in the Board regulations as a general secretary will detail later as well as in other internal regulations and practices will continue to make us fully compliant with the corporate governance code and appropriately adapted to the legal framework. Finally, but very important, I'd like to remind you that good governance practices is a reflection of a good culture. At Santander, we aspire to be simple, personal and fair in all we do. These 3 words, we believe, have helped us create a great place to work. 86% of our professionals are proud to work at the bank. And we have been recognized as one of the top 10 companies to work for in 6 of our core markets. So while there is more to be done, we are making good progress. As we look ahead, the ECG (sic) [ESG] agenda will become more and more important, and that is especially true as regards to climate change. I was saying earlier how we are already supporting the green transition. We're a world leader in financing renewable energy, for example. But there's a lot more we can do as a business if we are to meet the targets set out in the Paris Agreement to stop global warming. That's why we have announced our ambition to achieve net 0 carbon emissions across the group by 2050. This is a massive change that will take time. But the next steps are clear. We're tackling the sectors which have the greatest impact on climate first, starting with power overall and coal specifically. By 2030, the bank will align its power generation portfolio with the Paris Agreement. Our first decarbonization targets are that by 2030, we will stop providing financial services to power generation clients with more than 10% of revenues dependent on thermal coal, and we will eliminate all exposure to thermal coal mining worldwide. Over the next year or so we will set out more details of our road map. By September next year, we will set decarbonization targets for other material sectors, including oil and gas, transport and mining and metals. I am giving you this detail as this is real substantial change to our business model. Yes, it is about making -- managing the risks that climate change creates. But it's also an enormous commercial opportunity. For example, loans to help make homes energy-efficient to install solar panels, for electric vehicles and for low-carbon agriculture. Meanwhile, we will raise or facilitate the mobilization of EUR 120 million in green finance by 2025, rising to EUR 220 billion by 2030. Santander Wealth Management will strengthen our ECG (sic) [ESG] fund's portfolio, developing new ESG and impact oriented products to build on the success of our future wealth platform. Our strategy reflects a simple point. Banks are part of the solution to the global challenge of climate change. And at Santander, we are 100% committed to playing our part. Now I'll turn to our wider strategy for the group. We will continue to focus on increasing customer loyalty and growing higher value-added products and services. Our rock-solid balance sheet means we can continue to grow organically by investing in our most profitable and less capital consuming geographies and businesses, including global product factories. As an example, in 2020, we focused on faster asset rotation, reallocating capital to higher return and capital-light geographies and businesses in the Americas, SCIB, Wealth Management and Insurance and Payments platforms. We set more ambitious and more granular minimum profitability thresholds across all segments and have aligned senior management's compensation with these profitability goals. As a result, in 2020, about 40% of our invested capital generated a double-digit underlying RoTE despite the environment, which was so difficult. In line with this strategy, today, we are announcing our intention to repurchase the minority shareholder stakes in Santander, Mexico. We believe in Mexico and the potential of its financial sector and in Santander Mexico, which is one of the country's leading banks. For our shareholders, this transaction meets our strategic and financial criteria, offers an attractive return on invested capital and allows us to increase both net profit and organic capital generation. For the minority shareholders of Santander, Mexico, it is an opportunity to monetize their shares at a 24.3% premium on the closing market price of Santander, Mexico shares on March 25, 2021. We will continue at the same time to invest in 3 strategic growth initiatives that will reshape Santander. And these are One Santander, PagoNxt and the Digital Consumer Bank. These initiatives are critical to achieving our aim to be the world's best open financial services platform. Given their importance, I will cover each in turn now, and we plan to provide quarterly updates on our progress. First, One Santander. One Santander aims to create a new and common operating and business model for the whole group. We want our 148 million customers to see Santander in the same way by providing a common customer experience in all our markets. Meanwhile, by building a common operating model for the entire group, we can allocate customers' data to give us more insight into what customers want, so we can improve the customer offer. We have begun to implement this approach in our European markets, and we will do so in the rest of our regions. To build a better customer experience, our products are going to be simpler and more global. Shared processes and systems supported by a modern tech stack will allow us to deliver customer growth and higher productivity. To build stronger customer relationships, traditional branches will remain vital, but we will adapt them to reflect new customer behaviors. A great example is our Work Cafés. And we will complement them with a strong offer of remote channels and a top-class mobile app. With One Santander, we aspire in the medium term to be leaders in customer experience in our markets, which should allow us to grow active customers at double-digit rate and to significantly improve our efficiency ratio to approximately 40%. PagoNxt is our second strategic initiative to increase our growth and profitability. PagoNxt will be the group's technology backbone that will integrate our most innovative global payment initiatives into a single platform. We want to offer our customers better and more agile payment solutions. Because payments are fundamental to our loyal strategy, an engine of growth in all our geographies. Payments also represent a very attractive market with EUR 500 billion globally of potential revenues. With PagoNxt, we will accelerate growth in 3 business areas: payment solutions for merchants, international companies and consumers. The global merchant market represents an EUR 80 billion revenue opportunity and is growing rapidly. For example, in e-commerce at 11%. And our starting point in this business is very good. We have more than 1.1 million active merchants and around 60 million active credit and debit cards. On international trade, we want to offer SMEs a more agile and more efficient platform for financing, logistics and foreign exchange payments. This is something that was only available for large companies until now. Our investments in Ebury and Mercury will help us do this, will help us strengthen this offering. International trade represents a revenue opportunity of EUR 350 billion globally. We already have more than 4 million SMEs and more than 200,000 that are operating internationally. Further, our open market trade platforms will attract and accompany the growth of an expanding customer base. Finally, our payment solutions for consumers. We want to offer consumers simple and attractive payment solutions that make their day-to-day easier. We will build this platform through Superdigital, our solution for the nonbank population of Latin America already available in 5 markets where it serves 500,000 active customers. Our medium-term ambition is at least to triple the active customers we help today. Our third strategic growth initiative is to create the leading digital consumer finance bank, that we call our Digital Consumer Bank. To achieve this, we will combine 2 of our successful businesses, Santander Consumer Finance, SCF and Openbank. Again, we start from a great position, a position of strength. Santander Consumer is Europe's consumer finance leader, has 18 million customers in 15 European markets. More than 6 million customers sign a consumer credit with us every year. Openbank is our 100% digital bank, leading among its European competitors in deposits. It uses an innovative and efficient banking platform that we built ourselves. Each Openbank customer uses on average more than 4 Santander products, well above the market average. Through our Digital Consumer Bank, we will be able to serve customers who seek financing as well as other banking products. As we said in January, our medium-term ambition is, in this segment is to double our net profit and reach an ordinary RoTE of 15% and reduce our efficiency ratio to 39%. And I'd like to finish this section saying that having the right skills and competencies is critical to carrying out this transformation. And that is why we're attracting people with the best digital talent. In 2020, only we hired more than 2,000 people, who, together with our excellent teams with long banking experience will build the best open financial services platform. So those are our 3 strategic growth priorities. And I believe they are the right priorities for us to ensure an underlying RoTE of circa 10% in 2021, as I just said, and between 13% to 15% in the medium term. This will lead to higher capital generation capacity and, therefore, higher growth, profitability and shareholder returns. We are confident that a disciplined execution of our strategy, as we have been doing in these past few years, will allow us to grow loyal customers, grow revenues. And as always, with our priority of increasing EPS and tangible net asset value per share. Uncertainty will remain in the short term. As a head of the IMF said a few days ago, we are in a resilient place, but we cannot take stability for granted. It is imperative that governments do not withdraw fiscal support too soon. To ensure we build back fast and build back better, nations must work together, building off the strength of their institutions to continue to attract investors. And Europe is showing leadership in managing this economic crisis with a more effective and coordinated response than ever before. Europe has shown it works better when things are done jointly and in solidarity. Avoiding a 2-speed recovery will be key for Europe to emerge stronger from this crisis. The EU has made significant institutional changes to support economies. Countries supported businesses, large and small, with state-backed loan programs to help companies overcome liquidity issues. Here in Spain, despite GDP falling fast in 2020, a similar fall as in the previous crisis, 600,000 jobs have been lost compared to 3.5 million during the financial crisis of 2008. At the lowest point last year, support programs enabled 5 million people to remain employed and close to 4 million are now back at work. Spain was the quickest out of the blocks in providing liquidity to companies through ICO loans, thanks to the excellent public-private partnership and the bank's reach, knowledge and close ties with companies. One in five companies in Spain have received an ICO loan. Total borrowing now amounts to EUR 116 billion, 10% of GDP. Since then, activity is recovering across much of the Spanish economy. But key sectors such as tourism, hospitality and leisure are 40% below precrisis levels. To support them, vaccination is critical. Vaccines are beating the virus and opening the door to recovery. The EU has set a clear goal of vaccinating 70% of the adult population by the end of the summer. In the short term, the rates and the amount of vaccines that are arriving is not in the hands of the Spanish authorities. What is in our hands is to be well prepared to be able to vaccinate massively and quickly. As of today, around 60 million people have been vaccinated in the EU, most of them pending the second dose. Meeting EU's target would require increasing, at some point, the current vaccination rate of up to 3 million to 4 million people per day, 7 days a week. This requires an extraordinary effort in using all means available. And to achieve this, as is being proven in the countries that have made more progress in this progress like the U.K., the United States and Chile, it is critical to have detailed planning -- plans for vaccination and then an effective execution in each country of these plans. Notwithstanding the challenges we face, I am confident that we have the means and the collective will to reach the vaccination target. If vaccination targets are met, we will see an intense rebound of value of the Spanish economy in the second half of the year and in 2020. The European vaccination passport will also be critical as it will allow tourists to return to our hotels, restaurants and bars. So the sooner we reach agreement on this implementation, the better. As a recent upwards OECD Spanish economy forecast suggests, pre-COVID GDP levels may be achieved earlier than expected. Spain could shine once again in Europe and spearhead growth in years ahead and grow beyond 5% in 2021 and 2022, if we do our homework, if the vaccine targets are met and if the U.S.A. fiscal package is rapidly implemented, which will also help Europe. Looking further ahead, EU funding will play a key role. If funds get to businesses fast, it will accelerate the recovery and minimize scarring and the damages caused by the crisis. And we must build back to support the transition to a green and digital economy. But we can't rely only on that. We need to harness European funds to carry out reforms that attract and support local and foreign investment and improve productivity and the ability to create jobs and wealth in an inclusive way. It is the best way to guarantee the welfare state. We must protect viable businesses and support innovative ventures with a potential to transform. Be in no doubt that banks will continue to play our part. Nobody is better positioned to understand company's needs and how best to help them build back better. In 2020, we proved that we are able to protect and sustain our SMEs by providing liquidity during the crisis. We intend to support the economy recovery by increasing our lending by EUR 40 billion across all of our geographies. Shareholders, there is no doubt that 2020 has been a year like no other. Today, the priority is to ensure that the companies that have to survive the pandemic grow and generate employment. For that, they will need to invest, and banks will need to be able to serve their financial needs. Banks and governments must work together on this. We have a shared responsibility to improve the wellbeing of our societies. And that brings me back to where I began my speech. At Santander, we are committed to fulfilling our purpose to help people and businesses prosper in good times and bad. Throughout our long history, Santander has always emerged stronger from tough times. That is true today. We will support recovery. And we will, at the same time, build a more responsible bank, a greener bank and a more digital bank, reinforcing the trust of our 148 million customers by aiming to be simple, personal and fair in all we do. This is a way to continue to build lasting value and meet the financial objectives we have set. Before I finish, I'd like to say a few words about Santander and Cantabria. The restrictions of COVID-19 do not allow us to hold this general meeting as we would have liked in Santander as we have done in the past and where we hope to meet again soon. The transformation of our headquarters and the Hernán Cortés building in Santander, the former headquarters of Banesto, by the way, which was previously the Mercantil, will be a symbol of our commitment to this great city, our birthplace, and to Cantabria. This building's transformation reflects the approach we are taking to our business, remaining true to our roots and principles, we are reinventing ourselves. Like every year, I want to thank you for your trust in and loyalty to Banco Santander. Thank you. I give the floor to the CEO.

José Alvarez

executive
#9

Ladies and gentlemen, shareholders, good morning, and many thanks for following us at this Annual General Meeting. I'd like to begin by expressing my support and sympathy for all the families suffering the consequences that result from this unprecedented pandemic. I would also like to thank our shareholders for their trust in Santander, especially in a year marked by such a challenging environment. In this context, the strength of our balance sheet, our diversification and the execution of our strategy enabled us to meet our customers' needs, increase net operating income by 2% in constant euros and improve our solvency and liquidity positions. None of this would have been possible without the excellent work, the perseverance of the professionals who work for Grupo Santander. Their commitment and hard work have been key to maintaining customer relationships and high levels of customer service. I will focus my comments on the execution of our strategy in 2020, firstly; then our performance by region, country and global business; and finally, our response to the global challenges ahead and management priorities for 2021. I think that last year, we successfully surmounted the challenges posed by focusing our efforts on 6 key areas. First, of course, it couldn't be otherwise, business continuity. Our priority, since the beginning of the pandemic, has been our employees' health and safety, of course, without taking an eye off our operations and quality of service. Thanks to our crisis management protocols, back in February, we swiftly activated procedures that enabled our business to operate uninterrupted. We convened our top crisis committees to provide a global response in all geographies. Every unit identified critical businesses and our technology teams enhanced systems while also providing the necessary equipment to accommodate remote working. We also made sure our most strategically important suppliers had contingency plans in place as well. The second key area focused on liquidity management. Since the onset of the crisis, we have taken measures, preemptive measures, to strengthen our liquidity position. This, in order to respond to any potential hike in demand from our customers. This helped us, for instance, to support, as of the very first moment, our large corporate clients who had over EUR 20 billion in credit in March. March, of course, was a time of colossal uncertainty. We continue to support individuals and SMEs through the usual funding procedures and channeling over EUR 38 billion through state-backed programs. And we maintained liquidity ratios well above the minimum requirement, which is 100%. The group's liquidity ratio was around 170%, and it was the case in all of our subsidiaries, where it was above 120%. Now with regards to solvency management, in 2020, we once again demonstrated our ability to generate capital organically, 104 basis points, thanks to underlying profit and management of risk-weighted assets. This enabled us to end the year with a CET1 ratio of 12.34%, which is above our target of 11% to 12%. Fourth, revenue management. This was also one of our key priorities, and it couldn't be otherwise. The initiatives we introduced to improve margins, together with broad-based lending and deposit growth, enabled us to offset reduced activity during lockdowns, the impact of lower interest rates, the drop in net fee income from regulatory impacts and the support measures set up to help our customers. As a result, renews remained stable year-on-year in constant euros. But given the nature of that fiscal year, our revenue performance was not linear. The first 6 months of the year saw a sharp decline, followed by a strong rebound in the second half of the year. And thus, in the fourth quarter, revenue was the highest of the last 2 years in constant years. This, driven by Spain, the U.K. and South America. Now costs, they fell by 2% in 2020, down in most units. Our cost-saving measures in recent years, coupled with the steps we've taken since the outbreak of the pandemic enabled us to reach much more quickly the saving goals we set for Europe 2 years ago. We said that objective 2 years ago. And lastly, with regards to risk management, we called on teams to maintain our quality and strength, pinpointing the most vulnerable customers and sectors. From there, we kept close watch on their situation and needs and carried out payment holidays programs in all countries. The outcome has already been explained by the Chair. In 2020, we also recorded higher provisions, primarily to cover expected potential credit losses resulting from the crisis. The underlying credit quality remained solid in the year. And thus, we closed 2020 with a cost of credit, 1.28%, which is higher than in '19, but lower definitely than expected at the beginning of the crisis. Our credit loss allowance was of over EUR 4 billion in the year. This was in constant euros to more than a total of EUR 24 billion. And as a result, our coverage ratio rose from 68% to 76%. These provisions in 2020, most of which remained in the credit loss allowance by year-end, alongside our capacity to continue generating solid net operating income, position us well for what's to come in 2021 and will enable us to decrease the cost of risk in the year, although we do not expect it to reach normalized levels until 2022. So by managing these areas, we generate underlying attributable profit of more than EUR 5 billion for the year, which is a solid result in an extreme environment. Additionally, as a result of the weaker macroeconomic outlook and the enduring lower-than-expected interest rates, we revised the historical valuation of goodwill ascribed to the group units as well as that of deferred tax assets in Spain. This led to a total negative impact of EUR 12.6 billion. It's important to underscore that there was no cash outlay, and these revisions had no material impact on capital. Thus, our accounting loss was of EUR 8.771 million in 2020, EUR 8.771 million. So to end the group summary, our underlying RoTE closed the year at 7.44%, up from midyear lows of 5%. We have reiterated our medium-term underlying RoTE goal of 13% to 15%. Let's now take a look at the regions, the countries, our global business in 2020. Our business and geographic diversification is important and has allowed us to partly lessen and slow down the negative impacts arising from the pandemic by leveraging early learnings and sharing best practices across countries. In Europe, underlying attributable profit was of EUR 2.656 million. In the region, we focus in Spain on providing liquidity to households, sole traders and companies, while managing to slightly improve interest income and reduce operating costs by 10%, the fruits of our updated distribution model and improved efficiency in recent years. And furthermore, we reinforced our provisions levels anticipating potential NPL increases. In the U.K., despite the impact of the pandemic and the uncertainty associated with Brexit, we significantly increased lending volumes on the back of new mortgages and business lending volumes. Results in the U.K. improved as the year went on, especially so in the third and fourth quarters. This, helped by liability repricing measures, higher volumes and the efficiencies achieved through transformation programs. In Portugal, we reinforced our leadership position, thanks to sustained business lending and mortgage growth. We ranked first in Portugal for our service quality. Now as with the rest of our geographies, the crisis has had a particular impact on provisions. Poland now, the year 2020 was a more difficult year because heightened regulatory pressures exacerbated an already challenging environment. Positive cost performance, successful implementation of our digital strategy and a strong increase in mobile transactions in the year offset some of these pressures. Now looking at SCF, Santander Consumer Finance, it had an excellent year. We managed to gain significant market share as, for example, the 12% decline in our new business levels. This, of course, due to lockdown measures, compares considerably better to the 24% slump in new vehicle registrations across Europe. Moreover, the second half of the year saw a return to pre-crisis new business levels in most of the countries. To offset the dip in consumption, we launched pricing and cost of funding initiatives. We maintained our disciplined cost and credit risk management. North America now. Its underlying profit reached EUR 1.492 million, which is just 3% less in constant euros. In the U.S., the second half of the year witnessed a significant jump in underlying profit. Our auto, wholesale and private banking businesses performed particularly well in terms of customer revenue and are well positioned to benefit from the current market constriction. This, together with cost control, stable cost of credit and lower minority interest enabled us to increase underlying profit by 4% in constant euros. Mexico now. In Mexico, the positive performance in revenue was of note. There were increases in all business lines. We continue to invest in technology and digital channels, which led to better loyalty, and we reached out to 5 million digital customers. Furthermore, we posted solid performance in terms of profitability, outperforming our peers' average. Now South America, its strong results propelled the region as the main driver of Grupo Santander's top line with 5% growth in revenue and net operating income, which enabled an underlying profit of almost EUR 3 billion, down 4% on 2019 in constant euros. Brazil's economy performed better than expected. Against this backdrop, our retail lending in the second half of the year overtook pre-COVID levels. This led to greater market shares and higher revenues. Moreover, Santander eclipsed its main competitors and maintained high profitability as profit amounted to EUR 2.113 billion. In Chile, we held on to our position as the country's leading privately owned bank and assets and customers and focus on improving customer service. This resulted in record new account openings and top spot in our NPS. In Argentina, we launched Getnet, Consumer Finance, and we received approval for Openbank's license. We maintained a high liquidity ratio in dollars and pesos, and we delivered significantly better results on the back of robust revenue management. Finally now, Uruguay, Peru and Colombia's combined earnings amounted to EUR 206 million, after increasing 8%, 19% and 40%, respectively, thanks to the strong performance of revenue as well as improved efficiency. And finally, our global businesses. Corporate and investment banking had a fantastic year. It increased its underlying profit by 23% and gained market share. In 2020, we supported our customers through tailor-made solutions while ensuring prudent cost control and kept a lid on provisions, having a minimal impact on revenue. Wealth management and insurance also improved 2019 results in constant euros and its contribution to Grupo Santander's profit, including fees, exceeded EUR 2 billion. We are ramping up both businesses where we have growth opportunities with very attractive results. Allow me now please to deal with the third heading, which is our response to current global challenges and our management priorities for 2021. The COVID-19 pandemic has accelerated digitalization in society. It has triggered a change in global landscape, not only in the banking sector and the world of business broadly, but in our daily lives as well. It transforms the way we communicate, our consumption habits, how we move around. As we look to the future, our action plans respond to these challenges, leaving us in a strong position to make further strides in our global strategy aimed at generating sustained growth, improve efficiency, increase profitability and developing environmental, social and governance solutions, ESGs. So we must achieve our strategic objectives, thanks to, firstly, developing our distribution model to boost growth. This we are doing via a 3-pronged approach, adapting channels to new business trends under a hybrid model that prioritizes digital custom service and combines it with the activity carried out by physical branches which are well equipped to handle operations that require greater advisory services from our professionals. So for example, in Spain, we are going to reorganize our network, a smaller number of branches to drive efficiency and progress in the implementation of new, larger branches with greater functionalities. We will also continue serving our customers through our network of approximately 1,000 agents and delivering financial services throughout Spain in more than 4,500 post offices, thanks to our agreement with Correos, our postal service, mainly in the country's rural areas. Our second lever is talent, boosting talents, meritocracy and a flexible workforce capable of adapting to new requirements. We believe it is essential to attract young talent. So we are onboarding new professional profiles that will enable us to progress in our digital transformation. Our third lever is a reviewable and improvement in our internal procedures to make and execute decisions faster, improving efficiency. In line with this strategy, one of our medium-term goals is to substantially reduce transaction costs. Now we should continue to strengthen our relationship with customers. Improving customer experience is a priority. And to do so, our main differentiating element is to offer simpler products, simpler services that meet current and future needs alike. And that's why we seek to be leaders in service quality in all of our markets. This will lead to deeper and longer lasting, more profitable relationships with our customers. And as a result, we will not only improve customer service, but we will also bolster our revenue streams. Third now, we should accelerate our technological transformation. The banking sector is a very competitive one, and there are new entrants coming from the digital sphere. We are aware of the fact that swift reactions and the implementation of our action plans will place us at the forefront of change. And to so achieve, we are leveraging our strengths. Our broad customer base gives us a greater growth potential regarding our peers. Furthermore, we're strengthening our position in the payments business with PagoNxt, and we are investing in growth opportunities by collaborating with or acquiring fintechs because this will allow us to make faster progress in our digitalization. Finally, we will continue to advocate for fair regulation to level the regulatory playing field for banks and our big tech competitors. And lastly, we will continue to aid the green transition and the fight against climate change. In order to meet our commitment to be a more responsible bank and to help society address global challenges, we are incorporating social and environmental criteria surrounding decision taking in our day-to-day management, and we have set medium-term goals and commitments which have already been described to your good selves by the Chair. For all of the above, we want to break new ground and banking with these measures. We want to be leaders in the transformation of the sector needs to grow faster than our competitors in a sustainable and profitable manner. And to close, I would like to briefly comment how we plan to execute our management priorities for '21 in each one of the regions and businesses. In Europe. In Europe, we're accelerating the transformation of our operating model in order to deliver sustainable shareholder value through new growth paths and increased productivity. We have concrete plans to develop regional products around 3 areas: Homes, this is for housing-related products and services; cards and unsecured personal loans for consumer finance; and everyday banking, which includes day-to-day core services and accounts. We are also developing common digital initiatives across the region. So for instance, in 2021, our app in Spain will be launched in Portugal and Poland. As a result, our goal is to grow digital customers by about 10% this year, increase revenues, continue to reduce costs and improve efficiency close to 55%. By countries now. In Spain, we expect higher profit backed by revenue growth, an additional 5% or more reduction in costs, and despite lingering uncertainties, a cost of risk improvement. In the U.K., we aim to continue to improve customer margins, and this should drive revenue growth between 5% and 10%. We also expect a cost reduction similar to that of 2020 and lower provisions, which will lead to significant profit growth in the year. Additionally, we are launching digital consumer bank. The Chair has already explained our medium-term goals. In 2021, we will work to strengthen our leadership position in the auto sector and add more weight to the consumer finance business. To this end, our goal is to increase new lending by 10%, 20% in the year, leveraging Openbank's technological capabilities. In North America, we will progress on our regional collaboration, both in revenues via development of the U.S.-Mexico trade corridor and costs, this by consolidating regional it under a single leadership and further reducing duplications in the operating model. And in Mexico, we're going to strengthen Getnet. Our goal is to increase digital at double-digit rates. We also expect higher volumes and a positive trend in cost of credit, which should allow us to maintain one of the best RoTEs of the group. Also in the U.S., we note that, underpinned by the stimulus plan recently planned by Congress, we expect growth in volumes to the tune of between 5% and 10%. In addition, we are strengthening our digital strategy in order to notably increase the number of digital customers and the digital sales as a percentage of total sales. As a result, we expect to increase revenue and improve efficiency and cost of credit. Our plan for South America is to focus on regional projects. These are cross initiatives that will foster interaction across the region. This includes, for instance, Brazil's consumer and vehicle financing platform, businesses to promote financial inclusions such as Prospera, which landed in Peru after its success in Brazil and Uruguay where it thrives and developing joint propositions between CIB and companies to enhance relationships with multinationals. Brazil will continue to be the main driver of customer and volume growth, and we aim to continue to gain market share as we have been doing in recent years. We also expect to improve efficiency. As for our global segments, in CIB, corporate investment banking, after a very positive year, which was 2020, we still have a high potential to improve our position in relevant markets such as Continental Europe, the U.K. and the U.S., this, based on our leadership across Iberia and Latin America. To this end, our goal is to become our customers' strategic advisers while we guide them in their transition to more sustainable business models. To this end, we draw on the experience and expertise of the best team of bankers. In wealth management and insurance within Private Banking, we will continue to develop our private wealth business and our alternative offerings platform, future wealth. In asset management, we will continue to boost the institutional business and our alternative product offering. Our goal here is to increase average assets under management at double-digit rates. In insurance, a business with high-value creation potential, we will digitalize channels, increase client penetration and gain business in vehicles and SMEs with the aim of increasing its total contribution to the group's profit to around 5% and 10%. And finally now regarding PagoNxt, we will combine our payments businesses to better compete with fintechs, large online platforms and other banks through its product offering and global platforms. We expect significant customer growth, transaction and revenue growth in the coming quarters. These priorities have been mentioned and are already delivering positive results in the first quarter. The Chair also underscored this. We know our way forward to meet our 2021 goals and progress towards our medium-term targets. And to close, it's true, there's still so much to do in 2021. We want to, again, prove our determination to safeguard the needs and interest of our shareholders and the needs and interest of our people, the companies, the institutions with whom and which we have a relationship with. So today, more than ever, I feel prouder of our team's efforts in these testing times. As I say, very good work in difficult times. So I'd like to end where I started, by dedicating a few words to each and every Santander employee. None of this would have been possible without your perseverance, hard work, flexibility and above all, commitment to our customers and our communities. It would not have been possible. Thank you very much to all. And thank you, dear shareholders, thank you very much for your trust, your support and for being part of Grupo Santander. Thank you very much.

Ana Botín-Sanz De Sautuola y O'Shea

executive
#10

And now our secretary will read the Chairman of the Appointments Committee and the Remuneration Committee who will report to the shareholders on the activities of both committees and particularly on the proposed ratification and appointments being submitted to the shareholders, the director remuneration policy and other proposals on remuneration, the approval of which is requested of the shareholders. Subsequently, the Chairman of the Audit Committee will also report on the activity of this committee, and particularly on the results of the audit and how the committee has contributed to the integrity of the financial information being submitted for its approval under item 1 on the agenda. I remind you that the period for remote attendees to send their presentations will end once the reading by the secretary of the presentations I have just described. You have the floor.

Bruce Carnegie-Brown

executive
#11

[Foreign Language] And the programs for training and induction of -- in particular, I would like to highlight the activities performed by the Nomination Committee in 2020 in relation to the corporate governance and internal governance of the group driving continuous improvement in ensuring adequate oversight and control of these subsidiaries. Among other issues, the committee has analyzed new regulations and recommendations of corporate governance and has reported on the adaptation of the rules and regulations of the Board and other internal regulations to comply with the changes of the Spanish corporate governance code introduced by CNMV in 2020. In addition, the committee has coordinated the annual assessment of the Board and its committees that this year has been carried out by independent expertises of which are provided in its report and has overseen the subsidiaries compliance with the group's subsidiary governance model. Maintaining high standards of governance is critical to enabling our strategy and long-term success. The response of the group to the global pandemic has reaffirmed the strength of its governance in the face of extraordinary challenges and has shown the need for effective cross-border collaboration, which is supported by a proven group subsidiary governance model. I would also like to highlight the activities performed with the committee to strengthening our succession processes in 2020, which includes a review of our succession planning methodology conducted by an external independent adviser who confirmed that our processes are aligned with the best industry practice. With respect to the Remuneration Committee, report summarizes that the activities carried out by the committee in relation to the remuneration of directors, other members of senior management and other executives of activities may have a significant impact on the group's risk profile as well as the director's remuneration policy, to which I will refer later and the gender pay gap. I would like to highlight the activities performed by the Remuneration Committee in 2020 to simplify execution remuneration within the regulatory parameters that apply shaping compensation schemes consistent with the group's values of simple, personal and fair. And in particular, its support to our induction to executive and nonexecutive directors' remuneration, which has contributed to finance the fund created to provide medical equipment and supplies to limit the spread of the virus in the countries in which the group operates. With respect to their composition in 2020, the number of independent directors has increased in both committees. For the Nomination Committee, this has increased to 100%. And in the Remuneration Committee, it has increased to 80%. In addition, both activity reports contain information on the meeting held at the time devoted by each committee to each duty as well as on the achievement of the objectives set for 2020 and the priorities identified for 2021. I would now like to refer to the items on the agenda for today's general meeting with which the Nomination and Remuneration Committee has been involved. With respect to item 3 on the agenda relating to the appointment of reelection of directors, the Nomination Committee has shared its review of the Board's skills and diversity and reviewed the work and effectiveness of directors whose election or reelection is proposed. I would like to draw particular attention to the proposal to ratify the appointment of Ms. Gina DÃez as Independent Director. Gina was coopted on 22nd December 2020, in the Board's substantial knowledge of the Mexican market. One of the group's key strategic geography and expertise in the real estate and education sectors as well as our responsible business and sustainability. By joining the Board, the number of female board members returns to 40%, in line with our goal of having a balanced presence of both genders. The appointment also increases the number of Board members coming from outside Spain, reflecting the international footprint of the bank. With respect to remuneration-related matters, the Board of Directors, based on recommendation of the Remuneration Committee, has submitted for the approval of the general meeting today, items 8 to 11 and item 13 on the agenda. For item 8, shareholders' approval is requested for a direct remuneration policy for 2021 orders with respect to which the policy approved at the ordinary General Shareholders' Meeting held on 3rd April 2020, is completed and updated in '22 and '23. The policy is contained in the corporate governance chapter of the 2020 annual report and is essentially a continuation of the 2020 policy. The policy includes the maximum remuneration of the directors for the roles, which is proposed to be renewed under item 9 of the agenda for the same EUR 6 million amount approved for 2020 and to the remuneration of executive directors for the performance of their executive duties, which combines fixed and variable components. With respect to the variable remuneration of the executive directors in an effort to further simplify the executive framework, we have reduced the number of metrics used in the pool calculation from 7 to 4, combining simplicity with the acknowledgment of the most relevant aspects relating to clients' results, financial strength and the appropriate management of the risk of the entity as well as compliance with sustainability goals. As in previous years, the variable remuneration is paid 50% in cash and 50% in shares, deferred for 5 years and subject to specific long-term objectives of the group in its last 3 years. In 2020, in order to align with the revision of the Spanish corporate governance called the CNMV, the policy on shareholdings has been updated to include the obligation for executive directors not to sell the shares they receive as part of their remuneration for a period of 3 years from their award date, unless the Executive Director holds shares for an amount equivalent to twice their annual salary, an obligation that was already imposed in our internal policy. The 1-year retention period set out in the banking regulations continues to apply in any event. The Remuneration Committee considers that the remuneration policy, the contractual terms of the executive directors and their specific remuneration are aligned with the group's financial performance and are consistent with market standards at comparable companies. For item 11 on the agenda, shareholders' approval is requested for the remuneration plans requiring the delivery of shares or share options. For the third year in a row, the plans include a digital transformation award, which is intended to attract and retain the best talent in order to advance, accelerate and deepen the digital transformation of the group, which is one of our strategic priorities. The digital transformation award is limited both to a maximum of 250 people of the group and to a maximum aggregate amount of EUR 30 million. For item 13 on the agenda, we submit for your nonbinding vote the annual report of the -- on director remuneration, which has been approved by the Board of Directors. The report has also been included in the corporate governance chapter of the 2020 annual report. The proposals have been made available to shareholders on the bank's website and its registered offices since the notice for this general meeting was published. Finally, I would like to briefly inform you of my activities as lead Independent Director. During 2020, I have met several times with the bank's Nonexecutive Directors to ensure that their views and concerns are taken fully into consideration and the governance of the group. I've also engaged in periodic contact with analysts and institutional investors from Europe and North America, especially during the months preceding this meeting in order to gather their insights and views, in particular, where there's -- with respect to the group's corporate governance. Specifically during 2020 and early 2021, I had met with 43 institutional investors, representing slightly over 44% of the share capital in 8 different cities. Ladies and gentlemen, I would like to conclude by saying that the members of the 2 committees on which I have commented have worked diligently to set a high standard in the transparency and quality of the information provided to you as shareholders, and I hope that you have found it useful and easy to understand. Thank you very much.

José Alvarez

executive
#12

Thank you very much. Thank you very much. Thank you very much. And now follows, the Secretary will provide an update regarding the Audit Committee. I am addressing you to read the speech of Pamela Walkden in her capacity as Chair of the Audit Committee in her first intervention before the shareholders since she was appointed last April, replacing Belén Romana, whom she thanked for her services during her 4 years as a Chairman of that committee. As set forth in the bylaws and the rules and regulations of the Board, the Audit committee is to inform the General Shareholders Meeting on matters in the committee's remit and, in particular, on the result of the audit and how the latter has contributed to the completeness information, financial and nonfinancial as well as on the role played by the committee in this process. The Audit Committee's report has been included in the corporate governance chapter of the annual report, provided to all shareholders at the registered office and on the corporate website when the notice of the General Shareholders Meeting was issued. The committee's report sets out the most important aspects of the composition and functions of the committee and the most relevant activities it has carried out during the year. As you would expect, the COVID-19 crisis has had a major impact on our 2020 agenda. But this has not prevented us from continuing to fully exercise our responsibilities. Without repeating the content of the annual report, I would like to briefly mention the key aspects of the Audit Committee's activities during 2020. First, and with respect to financial information, after reviewing the financial statements and management reports of the bank and its consolidated group for the year 2020, the Audit Committee reported favorably on those. The financial statements were subsequently authorized by the Board of Directors. The financial statements were also reviewed by PwC, the bank's external auditor, which issued its reports with an absolutely clean opinion, both on the bank's financial statements and on the group's consolidated statements. The annual accounts and the management reports of the bank and its consolidated group that are submitted today for approval in accordance to item 1A on the agenda have been drawn up following the standards of the European Single Electronic Format in accordance with the provisions of the EU Transparency Directive and the corresponding delegated regulation. We have voluntarily elected to apply these requirements for the 2020 financial year, albeit they will take effect for accounting periods from January 1, 2021. Throughout the year, the committee reviewed the interim financial statements and the periodic financial information that Santander, as a listed company, releases to the market. The attendance of the Head of Financial Accounting and Control to -- at all of the committee's meetings has assisted the committee in monitoring the process of preparing and consolidating financial information and ensuring that it conforms to the regulations and accounting principles applicable. In addition, the committee has also -- also oversaw the preparation and reporting of nonfinancial information as part of the consolidated directors' report in accordance with applicable regulations and international benchmarks. The nonfinancial statement provides information on the business model, environmental and social matters, staff and tax matters, the respect for human rights and the fight against corruption. This report is also being submitted today for separate approval under item 1B on the agenda. Lastly, the group's internal control model is critical for the accurate preparation of financial information in accordance with our responsibility to provide oversight of the process for preparing the financial information in the committee was informed of the process for assessing and certifying the group's internal control model and other conclusions on the effectiveness of that model. No material weaknesses were found. Likewise, PwC has issued its report on the design and effectiveness of the internal control over the financial reporting system with respect to the information contained in the group's consolidated financial statement as of December 31, 2020. This report attested the system's effectiveness. Second, with respect to the activity of the external auditor and the oversight of its independence, the committee has verified that the nonaudit services performed by PricewaterhouseCoopers fulfill the requirements set forth in [indiscernible] auditing -- on auditing and in the internal policy for the approval of services other than audit provided by the external auditor. As part of the assessment of the external auditor's independence, the committee also verified the amount of these paid for nonaudit services as a percentage of the total amount invoiced by the external auditor as well as the total fees paid for services performed for the Santander Group as a proportion of the external auditor's total global income. The committee also examined the banking transactions conducted with parties related to PwC. Having verified that none of these activities had an impact on the auditors' independence, the committee issued a favorable report on the external auditor's independence. The external auditor attended all the committee meetings in 2020, allowing the Audit Committee to serve as a channel of communication between the Board and the external auditor. In addition, the committee met twice in private with and without the bank's executives being present in order to be aware of any concerns on the audit work and to review the cooperation of the group's employees in accessing the required information. The external auditor also addressed the plenary meetings of the Board of Directors twice in order to present its report on the annual and semiannual financial statements, respectively. Lastly, in 2020, the Audit Committee favorably reported on the proposed renewal of PricewaterhouseCoopers to audit the 2021 financial statements, which was forwarded to the Board of Directors and is being submitted today for its approval under item 4 of the agenda. In making this proposal, the committee took into account PwC's resources and experience, the extent of coverage of its network, its extensive experience with and specific knowledge of international financial reporting standards, its independence, the quality and efficiency of its services as well as the information provided on institute accounting and auditing, ICAC inspections. Third, regarding to internal audit, the committee reported favorably the annual plan and its adaptation to the evolving risks arising from COVID-19, supervised its implementation and the reports issued and reviewed the progress of implementing and complying with the recommendations made in the implementation of the plan. The committee also held a meeting with the internal auditor, which was not attended by other executives of the bank or the external auditor to ensure that internal audit can operate without undue influence and to verify that the function has the necessary resources to perform its duties. Fourth, with regard to other functions of the committee, it should be mentioned that the committee received information on the group's presence in offshore territories and that in compliance with the code of good tax practices to which the bank has exceeded. Since 2010, the group's Head of Tax Advisory informed the committee about the group's tax policies and the presentation of the tax authorities to the annual tax transparency report. I will conclude my remarks by saying that I'm very happy that in a difficult year for everyone, the committee has continued to carry out its tasks effectively, to submit to the shareholders of proposals for approval today and to contribute in some way to the soundness of the Board's decision-making process. Thank you very much.

Ana Botín-Sanz De Sautuola y O'Shea

executive
#13

I must just declare the presentation period to have ended. And I remind those attending remotely that no more presentations may be sent. A corporate video, which I am sure will be of interest to you, will now be shown. [Presentation]

Ana Botín-Sanz De Sautuola y O'Shea

executive
#14

The secretary now has the floor to enforce shareholders regarding other issues.

Jaime Renovales

executive
#15

Yes, we have come to this point, and I remind all attending remotely that no more presentations may be sent. So I will now report on the amendments made to the rules and regulations of the Board of Directors since the last general meeting. These amendments, which were approved by the Board at its meeting of December 31, 2020, were intended to update the regulatory tax referred to above, mainly to conform it to the new text of the CNMV's Good Governance Code as of June 2020, to show our alignment there with and to make certain technical improvements. Specifically, the following have been amended. Article 3, which provides some clarifications on the powers that the Board cannot delegate; Article 6, on the qualitative composition of the Board to enhance diversity and to confirm the objective of a balanced presence of both genders; Article 12, to specify that the Secretary General, in his capacity as Secretary of the Board and its committees, works to ensure smooth relations between them and the various units of the group; Article 14, to make a technical clarification in relation to the Board committees; Articles 15, 16, 17, 18, 19, 20, 21, 22 and 23 have been amended, mainly to conform the text on various issues to the Good Governance Code and the CNMV's Technical Guide 1/2019 on Nomination and Remuneration Committees and to allow the Innovation and Technology Committee to be chaired by non-executive directors. The Board's power to create other advisory boards, with the duties to be determined in each case, has also been clarified. Article 24, concerning the information received by directors, and Article 25, concerning the conduct of meetings, have also been amended to include certain technical clarifications when meetings are held using artificial channels or by telephone. On the subject of appointments and removals, Articles 26 and 28 have been amended to reinforce certain requirements for the selection of directors and to reflect the provisions of recommendation 24 of the Code of Good Governance. Article 36, on directors' duties, has also been updated to reinforce the duty of loyalty and to conform it to the new text of Recommendation 22. Lastly, in the area of board relations, Article 37 has been amended to conform to the communications policy and in order to analyze the results of vote at general meetings and any significant opposition to a specific proposed resolution. Article 38 has been amended to refer to relations with shareholders and investors in the context of the general meeting. Article 40 has been amended to make a technical clarification. And Article 42, on relations with the external auditor, has been amended to conform it to Recommendation 8 of the Good Governance Code. Likewise, concerning Resolution 7B passed at the Ordinary -- General Shareholders' Meeting of 3 April 2020, which approved the capital increase for the implementation of a second script dividend, shareholders are informed that the Board of Directors decided the execution of such capital increase was not appropriate and will therefore be null and void in accordance with its provisions. And in this regard, I would like to inform you that the 2020 remuneration of EUR 0.0275 per share will be paid in cash and charged to the fourth resolution passed by the general meeting on 27 October 2020, on distributing share premium reserves. It is stated for the record that a total of 29 presentations plus 2 have been received, pursuant to the provisions of Section 1 and 2 of the Spanish Capital Corporation's Law, request for information or clarification made by remote attendees, will be answered in writing within 7 days by e-mail, sent to the address indicated by each of them in the registration process, unless any of the circumstances for denial set forth in the law, the bylaws or the rules and regulations for the General Shareholders' Meeting is present. Without prejudice thereto, the Chairman will briefly summarize some of the questions raised, including some reflections with respect to them.

Ana Botín-Sanz De Sautuola y O'Shea

executive
#16

I now am going to very briefly make a reference to some of the presentations received. And I would like to say that the main issues which have been broached have been dividends, responsible banking, our policy regarding weapons, the Popular group strategy, rights of consumers, customers' rights, the U.S., holding the AGM via remote, and our performance this year, our activities this year, what we have done with regards to coronavirus, employees-wise. As specified, then we will be responding within the period of 7 days, and this via remote as well. So dividends first, please. We have explained the concept in our different addresses, but I would underscore, firstly, that it's good to remember that as of 2014 and until 2019, so before the crisis of 2020, we had already paid out EUR 19 million. This is the gross total, including scrip. So a shareholder who bought 100 shares on January 1, 2015, had, until 2020, a total of EUR 98 in cash. This is a profitability of 14%, 1-4, of the initial investment. And furthermore, 9 new shares would have been received by that same shareholders. I would underscore that over the past 5 years until the end of '19, profits per share had grown by 22%, and we had grown our capital bases, CET1, by EUR 22 billion. These are important numbers, and I underscore that because they may manifest the robustness of our model, the success in the execution of our strategy and the excellent management. Anything that we can do, we have done. As to the dividend. There have been questions about the dividend for 2020. I explained in my address that there are limitations. This is European Authorities, and this affects all European banks. Our intention, as I said, is to pay out a cash dividend of EUR 0.0275 per share, which is the maximum possible within those limits set forth by the authorities. I would underscore that we would have wanted to do more, but the payment of this dividend actually represents 1.2% profitability. And this has to be contextualized. There's a Spanish 10-year bond, which is at 0.30. So 0.21, 1.21 or 0.30. There have been other questions regarding the forward-looking dividends policy. Well, again, this is something that I addressed and our intention as a Board is to, as soon as possible, return to our dividends policy, which, we had 40% to 50% of our underlying. And this means that we will have that capital should the authorities so allow. And this, with the aim of having that ROTE of 10% in 2021. We are very much aware of -- insofar, as this is what the authority say, this is going to affect our shareholders. Times are not good. And of course, we understand how important dividends are. The Board understands that dividends are very important. And paying out, of course, is the best possible exponent of our financial discipline. And of course, it adds to stability and to confidence. And we know that payment of dividends is going to help millions of Spaniards, and it's therefore going to be good for the Spanish economy. So we do hope that the supervisors take this into account. There have been a number of questions that have had to do with responsible banking and whether doing things the right way is compatible with profitability, how we measure the impact, how this affects our business. I'd like to think that, not only is it compatible, it actually helps us generate sustainable results by being responsible, and all the more so in a year such as 2020. We have seen -- it has been made manifest that we can, and we have had a very positive impact on society by doing things the right way, by doing our job as we should on a daily basis. We are segueing into the green economy. And we continue to abide by our mission, which is to back people, back companies and, of course, generate revenues. Everything goes hand-in-hand. So this helps us to generate profits today and in the future. I think that what our plan is to continue to reach out to our customers so that everyone is more sustainable, all the while reducing our own impact. By the way, this week, we said that by 2025, all our debit, credit and prepayment cards in Santander Europe are going to be made of sustainable material. This was reported in the social media. So small steps, but one step at a time, and eventually, we will achieve our objective. As to how we measure, well, the best way of measuring is by committing to concrete public objectives. And this calls for the implementation of internal measures that affect the organization, that affect incentives, in order to ensure that we achieve those external objectives. It is a very ambitious plan, I said so in my address. It is no less of a commitment to say being net zero by '50. This calls for many, many actions over the coming years. But we have been successful, and we have ensured visibility so that we know what the measures are. It is an ambitious plan. Yes. I'm not going to repeat the specifics. But we know that, in so doing, we will also be doing something good for our shareholders. There are business opportunities. We are working on those business opportunities, and they, as I say, go hand-in-hand and are fully compatible, responsible banking and profits. I'd like to say that, at the end of the day, if it's good for society, if it's good for the economy, it's going to be good for the bank because we are fully aligned with these objectives. And one of the issues that I would like to underscore, this is something that we've been working on, and we will continue to work on, is financial inclusion. We no longer talk about inclusion. We talk about empowerment, financial empowerment, helping people get their businesses up and running. This is something that we're doing, especially in Latin America. This is very important, very important, fostering diversity, fostering inclusion, inclusion into the financial system. We talked about it before, in 2020, we granted 4,500 micro credits every day in Latin America. And the objective is to financially empower 10 million persons by '25. And third, we are -- we have been, for a long time, we continue to support higher education in 2020, over 150,000 scholarships. So we've already exceeded the objective. The third issue then was -- the third question, affects weapons, our policy. Well, this is one of the areas that is very important to us. We included, of course, when we assess possible investments. It is really part and parcel of our risk analysis, decision taking, financing decisions. And we have policies in place for all sensitive sectors and the appropriate governance for the approval of these types of transactions. And every year, we take a close look at these policies. We review them in order to ensure that things are as they should be. And by the way, all of this is available on our website, if you want to see what our practices are. The fourth group of questions has to do with Banco Popular. First and foremost, let me reiterate what I have said on more than one occasion. It was the European Authority that took that decision to dissolve Banco Popular and decided on the following auction. That was the SRA. It was good for Spain. It was, I think, because it gave more stability to the financial system. It avoided that large amounts of public monies be devoted to bailing out a financial entity. It was good for customers, too, because customers would now be working with an international group. We have added products and services, which they didn't have access to beforehand. And in the case of shareholders who, as I've said on other occasions, as a consequence of this resolution, what Banco Santander did was launch a program, which was beneficial to Popular customers, Santander customers, Banco Popular, Banco Pastor or Popular Banca Privada, which had been affected by this decision, and they were thus in a position to recover their investments. Shareholders have made a reference to the sentence on Bankia court case regarding a possible impact of that sentence by the High Court in Spain, the Audiencia Nacional. I have to say that Bankia and Banco Popular are different cases. And in any case, it would be, of course, be up to the judicial authorities to cast their opinions. And yes, there has been a call to attention in order to ensure that no backwards-looking biases are made evident or public. A number of questions have been posed regarding the group strategy as to how we're going to compete with payment platforms, how this strategy is going to be good for clients, customers, shareholders. Let me just say here that the group strategy, well, we launched it, we presented it in October 2015. Of course, we've adapted it. We've improved on it. We have become more and more ambitious, but it is very basically essentially the same, the same as it was in '15. And it has a very straightforward principle. What we call our loyal customers are going to have more of a business relationship with the bank. Growing clients, growing loyalty is the fundamental, it's the cornerstone of this strategy, and we link it to profitable growth and to responsibility. What we believe is the fundamental element is what we call the virtuous cycle. We have a team, and we rank the team. This team is committed. This team is going to walk that extra mile for our customers, and customers will reward us with more business. So our revenues will grow, and thus, we will be in a position to more generously return to shareholders and reinvest in society. This is our virtuous cycle. We have evolved the strategy because now, we say, we want to be the best open financial services platform, the digital revolution, of course, but our customers expect different services from the bank. They want different channels. And this has had us evolving. But we are going to continue to do exactly what we've done in the past into the future. We have addressed the 3 priorities. This is a reassessment, if you will, a review along those same lines. The CEO and myself have talked about One Santander, PagoNxt and Digital Consumer Bank. I think that we don't need to go back and discuss those areas. But perhaps I should discuss how we plan to compete with payment platforms. Well, when we think about public policies, we've often said that we're not afraid of competition. But what we do believe is that competition should be on an even playing field. So if you're paying, well, you should be subject to regulation. As such, this is not the case in Europe. There are different rules, depending on not on what you do, but on who you are. But in able to -- in order to be able to better compete with these new platforms, in order to be able to ensure that our customers take advantage of better, more agile services, we have built PagoNxt, which does not come out of the blue. No, it's a result of a series of businesses which we have built in different countries, in Brazil, Spain, the U.K., Mexico, and which we are going to group together. As we've said before, we're going to join them up into one single business, one single entity. And we do believe that this is also going to help us to better offer that better service and, in the future, better products, which will be very similar in all of our franchises, all of our markets, and be able to unite the group with a single platform. As I said, they already exist, very successful businesses, and we were to begin international trade and consumers. And we will, of course, on a quarterly basis, provide you with updates regarding this project. This is a project which is extremely important for the group now and into the future. There have been a number of questions posed regarding consumers' rights and how we're going to continue to support and back our customers, ensuring that they have access to financial services, how we're going to ensure they are endowed with the skills they need in order to progress. What I need to say is that everything we're doing right now in the spirit of caring for our customers is based on the fact that our customers, ourselves as consumers, are evolving. We do things differently. We need to be there the way we are needed. We need to be in the right place at the right time. This is strong, and we've seen this in 2020. COVID definitely sped things up. How customers want to establish their relationship with the bank? Well, the number of digital customers, we've seen the numbers, we shared those numbers with you. And let me just say that I think that personal attention and branches are going to continue to be important, but with another type of service. So work café, we think that we want customers -- customers want to come to the bank. Now that they have to come to the bank, this is something that we're going to be working on. This is something that we're going to be investing on in order to improve our digital channels. We have closed an agreement with the post office in Spain, with Correos. So from now on, people will be able to withdraw money from 4,600 post offices all over Spain. We think that in some communities and more rural areas, this is an excellent service that we'll offer our customers there. And there was also a reference made to a digital education. I think I referred to this when I gave my speech. It's a fundamental pillar of our responsible banking agenda. We spent more than EUR 3 million to carry out 61 initiatives that empowered 600,000 people last year. We are training the employees of our branches and customer service departments so that they can help all their customers to learn how to use our services digitally. And there's a consumer's association that's also asked the question. They offer their collaboration, and they praise what we're doing. Thank you very much. Yes, we're very willing to collaborate. There is a program, one of many programs in Spain that is called Finances for Ordinary People. It is a project, financial education. It is from a foundation in Cantabria. And they're trying to get the world of finance closer to the most vulnerable groups. But as I said, we would be very willing to collaborate with other associations because we're very interested in doing more in this field, digital education. There's also an interest shown by our strategy in the U.S. I've mentioned this in my speech. The U.S., North America, has been the region that performed better for the shareholder in the year 2020, with a contribution of EUR 1.2 billion only in the U.S. That gives us a profitability of 8.4%. It is a country that has done best. I also want to say that growth prospects of the American economy in -- of all developed markets, out of all the developed markets, is the best. And that's what international institutions say, they're expecting growth of -- GDP of 7%. That, obviously, will also help us in our business. Number two, the U.S. is the largest market for financial services in the world. But if you look at the combination of risk return, it's very, very attractive for Santander, especially taking into account our presence in Europe and Mexico in Latin America. For example, last year, we made the decision of increasing our investment in Santander Consumer to 80.25%. It is a listed company. If we were to do this now, the cost would be 22% higher. So it was a very good decision that we made back then. And finally, when we talk about the U.S., just as we do in the other countries, we think of the U.S. as a country. We have different businesses that work jointly, increasingly more, and also now in the region of North America, where, for example, the relation in commercial banking between the U.S. and Mexico has grown and has allowed us to increase revenue from 29% to 30% in the past year. And we will continue to grow and invest in the region. You've seen the deal that was announced today to buy back shares from Santander, Mexico. There was also reference made to holding our meeting remotely, if we will continue to do this in the future. And by the way, thank you to those people who consider that this is a very good idea, and more convenient for them to participate through remote channels. Some shareholder also expressed their doubt. I want to say very clearly that the new physical attendance, we'll continue to do that, but a virtual meeting is the best way for everyone to be treated in the same manner, regardless of where they live. And this equality of rights in a virtual meeting is as real as the one we held in 2020. It was also held remotely. 65% of the shareholding was represented, which is very much in line of what we had in 2018 and 2019, 64.5% and 68.5%, very much in line with that. And the application that allows us to carry out this meeting remotely, and that we have applied for many years now in Santander, works perfectly. In the meeting in April 2020, 150,000 remote attendees, as well as in 2020, which had a hybrid format, all rights of all shareholders were guaranteed, those who are there in physical -- present, there are those who participated remotely. And the opinion of that shareholders have of the management, well, is measured in these meetings. And the approval percentage is huge. For example, 98.68% approval of our management in 2019, only 0.32% voted against, excluding abstentions and blank votes, [ 3.18% ]. Today, we include in the agenda a change in our bylaws in order to celebrate the virtual meetings when the law allows for it. And this change is made because of the changes that we'll see in our Capital Corporation Act, which is being passed through the Senate. If the law recognizes this possibility of carrying out virtual meetings, these will be held guaranteeing the same rights that shareholders have in a physical meeting, in a face-to-face meeting. And the proxy advisers that advise, many institutional investors have recommended to vote in favor of this change of the bylaws to allow, in the future, to hold remote meetings exclusively. And this will increase the participation in our meetings. So shareholders will also save in costs and time, which is something very valuable to us all. In summary, in the context in which we find ourselves today, I reminded you a few minutes ago that in the U.K., 80% of all transactions that customers did with the bank were done digitally, virtually. It's only logical, and in respect, of course, to all shareholders' rights. And lastly, the last question or subjects that shareholders have asked about is the safety of our employees in the branches. How did we manage this? How did we manage the crisis? Well, we're still managing the crisis. But I'd like, first of all, to thank you on behalf of the team for your praises, for your congratulations. Our employees have been working under very difficult circumstances in -- to serve our customers. The health crisis came when we were best prepared, better than ever, in order to serve our customers, often through remote channels, but also in our branches. We've made our branches as safe as possible, our employees, and I visited some of them in the past year. We're very safe, but we have protocols. We had committees and internal governance, from the smallest branch to the most important board committee. We follow the recommendations of the WHO, and we have always been collaborating with them during this crisis and with the authorities as well. The personal connection is important. We've been working a lot remotely, but we'll see what the new model will be in the future that combines face-to-face with remote working. In terms of customers, we mentioned this already. We have been supporting our customers in the branches remotely, as well with 1 billion of loans every day in the past year. We have been very active in the moratoria, helping our customers beyond what the authorities were asking us to do. And this is something that we will continue to do. And I won't give you any further details because I think I did so during my speech. They also asked about measures approved by the authorities. Well, this has varied a great deal, depending on the country and the region. It hasn't been the same everywhere. But it is very important, and I want to once again underscore, that what has happened in this crisis was destroyed less jobs, thanks to the ERTE programs, redundancy plans, temporary redundancy plans or schemes. And they worked very well. Also, the loans with a public guarantee that has solved, in part, some of the liquidity problems. And 1 out of every 5 companies in Spain has profited from this program. The Royal Decree over the extraordinary measures to support the solvency that was published on March 12 is another step forward to allow the necessary extensions of those loans. And finally, in all countries, we have collaborated with the authorities and worked together to help households and companies. And they also asked about our support to the communities. Well, we have mobilized the resources of many employees. Once again, I would like to thank our employees for their generosity during 2020. The program that we call Santander All. Together. Now is a leitmotif behind the effort of all countries in the group. It's truly -- we truly feel very proud to see how our employees have contributed in this program. We have also contributed funds to fight the pandemic. I'd like to thank the NGOs and thank them for their interventions. But basically, thank you for the work you do every single day to help society at all levels. Because we're still going through difficult times, it's not over yet, and EUR 204 million is what we spent in social projects last year. And the criterion that we follow when we give scholarships or help aid mobility is based on objective criteria. We always try to align the interest of the shareholders in all these activities, these social activities, with policies that we have approved. Two, on the one hand, have the greatest impact, but also align these general interest of our shareholders with those of society. Of course, we will continue with the program to Nómina. So the Board and the management team is very much committed to continue along these lines, supporting our employees, customers, shareholders and society. At times that are still difficult, you can always count on Santander. In any case, let me finish my summary. I'd like to repeat once again that according to Article 182 of the Capital Corporation Act, all the requests for information or clarification made by remote attendees will be answered in writing within 7 days, unless any of the circumstances for denial set forth in the law, the bylaws or the rules and regulations for the general meeting is present. It is now appropriate for the secretary to report the proposed resolutions to be submitted to the shareholders at this meeting, after which the process for voting by the attendees will be completed. Regarding those proposals that have not been included and which have been proposed, they will be read by the secretary in such a way that remote attendees can, in accordance with the rules set forth, be in a position to cast their vote regarding those proposals and until that is completed. I give the floor to the secretary.

Jaime Renovales

executive
#17

Yes. As said, in relation to the proposals regarding the items on the agenda, Mr. [ Coral ] and Mr. [ Martin-Duarte], to the entire board, in order to ensure the cessation, we see the interposition in the face of all of the members of the Board, 15 to 21 of the agenda, specifically, those that affect the current managers. Item 3, Mrs. BotÃn; 17, Carnegie-Brown; 18, Homaira Akbari; 19, Javier BotÃn; 20, Sol Daurella; 21, Belén Romana; 22, Ramiro Mato Ansorena; 23, Ãlvaro Cardoso de Souza; 24, Henrique de Castro; 25, Pamela Walkden; 26, Luis Isasi Fernández de Bobadilla; 27, Sergio Rial; 28, Ramón MartÃn Chávez Márquez; 29, Gina DÃez Barroso. And I would remind all remote attendees that they may vote for, against or abstain. If no actions are taken, it will be assumed to be blank. And with regards to the voting of these proposals, those actions vis-à-vis we cannot exercise the right to vote because of a conflict of interest and application of the pertinent legislation in force. We hereby specify that this will not happen when, in accordance with those documents received, the proxy has the necessary information. And then we will see what the actions are. In the case of a conflict of interest and that the absence of clear instructions, they will be deemed to have been presented. Those that correspond to those shareholders who have voted previously will not be deemed to be [ positioning ], and will not have been included. And we will see the following items. With regards to proposals, I inform you that those agreements are available to the summary. And they are on the website as of the date this meeting was called. There will be a summary provided with those items. And I also remind all of the parties present that voting will be completed when the summaries regarding agreements, which I will see now. Items 1a, b and c. The individual consolidated annual accounts and the Director's reports regarding the management of the bank and its group for financial year 2020 are submitted for approval under item 1a; the consolidated nonfinancial information statement for financial year 2020, submitted to a vote under Item 1b; corporate management during financial year 2020, submitted to a vote on Item 1c. Item 2. The application of the company's results in financial year 2020, consisting of offsetting EUR 3.55, EUR 7.05, EUR 7.908 in losses against the share premium reserve account, is submitted for approval under Item 2. In this regard, I hereby inform, having obtained the corresponding authorization from the ECB to charge the losses corresponding to the 2020 financial year entirely against the share premium. And in accordance with the contents of the proposal, no amount will be charged against the voluntary reserve account. Item 3. Submitted to the shareholders under Item 3, setting up the number of directors at 15 within the maximum and minimum provided for in the bylaws is proposed in Item 3a. The ratification of the appointment of Ms. Gina DÃez Barroso as Director, approved by the Board at its meeting of 22 December 2020, with the classification of independent director, proposed on Item 3b. The reelection with Ms. Homaira Akbari, independent; Mr. Ãlvaro Cardoso de Souza, independent; Mr. Javier BotÃn-Sanz de Sautuola y O´Shea as external; Ramiro Mato GarcÃa-Ansorena as independent; and Mr. Bruce Carnegie-Brown, independent. Item 4 is proposed to re-elect PricewaterhouseCoopers Auditores, S.L. as an external auditor for financial year 2021. Item 5. It is proposed to amend the following articles of the bylaws: 5a, Articles 18 and 20, issue of debentures; 5b, Article 20 is share-based remuneration; 5c, Articles 27 and 34, proxy and issue of distance voting; 5d, Article 34 and introducing a new Article 34 bis, remote attendance and remote shareholders' meeting. Item 6. It is proposed to amend the following articles of the rules and regulations for the General Shareholders' meeting: 6a, Article 2 issue of debenture; 6b, Article 2, share-based remuneration; 6c, Article 8, proxies; 6d, Article 20, distance voting; 6e, Article 26, publication of resolutions. Item 7. It is proposed under Item 7 to delegate to the Board of Directors the power to issue all kinds of fixed-income securities, preferred interests, participaciones preferentes, or debt instruments of a similar nature that are not convertible, depriving of effect, to the extent of the unused amount, the delegation conferred by Resolution 8 II approved by the shareholders acting at the Ordinary General Meeting of 3 April 2020. Item 8. Pursuant to the provisions of Section 259 (sic) [ 529 ] duodecies of the Spanish Capital Corporations Law, it is proposed to approve the director remuneration policy for financial years 2021, '22 and '23, the text of which has been made available to the shareholders on occasion of the call to the general meeting. Item 9. It is proposed to approve the maximum amount of the annual fixed remuneration to be paid to all of the directors in their capacity as such, setting it at EUR 6 million. Item 10. In compliance with the requirement imposed by Law 10/2014, the approval of the shareholders at the general meeting is requested for the percentage of the variable component to the total remuneration of certain categories of employees represent the fixed components to exceed 100% with a limit of 200%. The resolution affects the executive directors in those categories of employees whose professional activities materially impact the risk profile of the entity or its group up to a maximum of 1,052 people, with the breakdown appearing in the proposed resolution. Items 11a, b, c, d and e, the approval, to the extent and within the purview of the shareholders acting at a meeting, of the application of the sixth cycle of the Deferred Multiyear Objectives Variable Remuneration Plan is proposed on Item 11a. And the approval, to the extent and within the purview of the shareholders acting at a meeting, of the application of the eleventh cycle of the Deferred and Conditional Variable Remuneration Plan is proposed under 11b. And the approval, to the extent and in the purview of the shareholders acting at a meeting, of the application of a savings plan for the employees of Santander U.K. Group Holdings plc, of companies within the subgroup and of other companies of the Santander Group in the U.K. Item 12. It is proposed to authorize the Board to interpret, remedy, supplement, implement and develop the resolutions approved by the shareholders of the meeting, and authorize certain persons to convert the corporate resolutions to public instruments and to deposit the annual accounts and the other documentation with the Commercial Registry. And lastly, we submit to your vote the annual report on remuneration of Directors approved by the committee, the Remunerations Committee.

Ana Botín-Sanz De Sautuola y O'Shea

executive
#18

Thank you very much, Mr. Secretary. The reading of the summaries of the proposed resolutions regarding the items on the agenda having been completed, and pursuant to the rules on conduct of the meeting, I hereby declare the process for voting by the remote attendees who have been able to cast their votes since the meeting was declared to have ended. As to the votes cast under the items on the agenda, I hereby inform you that pursuant of the information received by the presiding committee, all proposals have been approved. On this occasion, as the minutes of the meeting have been prepared by a notary, they do not need to be submitted for approval by voting of the shareholders. The notary shall take the steps required by law in these cases. And the resolutions proposed by Mr. -- by the shareholder, Mr. [ Hernandez ], are not accepted. The notary will take the steps required in these cases. Ladies and gentlemen, shareholders, this concludes the proceedings of this general meeting. Thank you, once again, for attending and for your understanding, and we leave you until the next occasion, which we hope will be under better circumstances. The meeting is adjourned.

This call discussed

For developers and AI pipelines

Programmatic access to Banco Santander, S.A. earnings transcripts and 32,000+ others is available through the EarningsCalls.dev REST API. Plans from $24.99/month — full transcripts, speaker segments, full-text search, and the recently-added /api/v1/transcripts/recent polling endpoint for ETL pipelines.