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

Good morning to everyone here in Madrid. And to those of you connected online, welcome to Santander's General Meeting. As you know, we published on February 28 on the website of the National Securities Market Commission, [Foreign Language] and the bank's corporate website www.santander.com. It has been published until today as well as in the La Paz Alerta and El Diario Montañés newspapers. The full text of the announcement of the call to the meeting is also available to you the shareholders' office and the notaries desk. Remote attendees can view it in the application to which they are connected. I also notify the ladies and gentlemen shareholders that the minutes of this meeting will be materially prepared. To that end, the notary, Gonzalo Salco Polanco, who have a pleasure to present it to you is present at these premises. Mr. Notary, would you please rise?

The Secretary has a floor to report the number of shareholders in attendance and the voting capital present in-person and by proxy at these proceedings.

Good morning. Thank you Chair. The subscribed voting capital is EUR 8, 226,997,560 represented by 16,453,995,012 shares, each having 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 [ 2,656,749,370, [ EUR 6.50 ] represented by 4, 113,498,753 shares. You can see on the screen the quorum data. The quorum is projected for you and we have 564% of the capital, of which 46,496 shareholders that own 3.68% of their share capital are present and 483,544 shareholders who possess 64.206% of their share capital are represented. All shareholders who are voting remotely are being present for purposes of the establishment of a quorum for the meeting. The complete detail of the quorum data mentioned will be incorporated into the material minutes. Pursuant to the information stated about the quorum is declared to access for holding this general meeting on second call. As from this time, as stated in the announcement of the call to meeting and on the bank's website, those shareholders who attend this meeting remotely may cast their vote whether in favor, against, blank or abstain regarding the proposed resolutions relating to items 1 through 7 to the agenda that the Board submits for the approval of this general meeting, including the proposal that is put to a consultative vote under Item 6F on the agenda. Please remember that if the remote attendees do not take any action regarding the voting on the items on the agenda, it shall be deemed that they vote in favor of the proposals submitted to a board in each case. If proposals are made regarding matters that do not appear on the agenda, those attending remotely may cast their votes from the time that the Secretary reads all outset proposals. In any event, the period for voting by remote attendees regarding all proposed resolutions whether or not included on the agenda, shall come to an end when the voting on such proposals begins that these premises once the secretary has read the summaries of the proposed resolutions. The notary shall take note of the number and direction of the votes of the remote attendees and shall report it to the presiding committee to take into account in the proclamation of the voting results. I will now give the floor to the notary for the appropriate legal purposes, thereafter in order not to disturb the normal conduct of the meeting, and without prejudice to the right to make presentation during the shareholder presentation period, during which the attendees can make those statements they deem relevant for consideration at this meeting. Anyone who has reservations or objections with respect to the statements made regarding the number of shareholders in attendance or the capital present may approach the notary's desk or in the case of those who are in the adjoining room connected to this room by artificial means approach the support staff in that room. On the other hand, remote attendees may use our remote attendance application to communicate with the notary. The notary will take note other comments and put them in the minutes. The notary has the floor.

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

In order to properly organize the conduct of a meeting, the shareholders or their proxy holders present at these premises who wish to take the floor and if applicable, request information or clarifications upon the terms established by law, I can be asked to identify themselves as from this time at the notary's desk or, if applicable, before the support staff present in the adjoining room stating their first and last names, the number of shares held by them and the number of shares they represent. The Secretary has the floor.

I remind you that the right to make presentations is limited to shareholders or proxy holders attending this meeting. If any of those persons wishing to make a presentation as prepared in writing the text of such presentation. And of any information or clarifications, they wish to request, they are kindly asked to bring the text to the presiding committee at this time through the staff near the notary table so that the required data can be prepared to the extent possible. Furthermore, if any of you wish to your presentation to be recorded verbatim in the minutes of the meeting, you should deliver it in writing to the notary at the time of requesting your turn so that the notary can verify the text through comparison when you take the floor. Shareholders who are in the adjoining room connected to this room by audiovisual means and who wish to communicate with the notary can sign up to speak or view the communications you receive may requested to do so through the support staff in that room. I also inform you that until the end of the presentation period, remote attendees may use the remote attendance software application to send their written applications, request for information or clarifications or proposals, documents sent by the remote attendees and a legitimate exercise of their rights shall be made available to those in attendance at these premises at the notary's desk as they are received. And remote attendees will also have access to the remote attendance application. If any of the persons attending remotely wishes the presentation to be recorded in the minutes of the meeting, they must expressly state so in the text thereof. I state that for the record, with the QR, the following documents have been presented. The announcement to the call of the meeting, the text of the proposed resolution to be submitted to the shareholder at the General Shareholders' Meeting, together with the directive reports and any documents to be issued accordance with the applicable regulations. 2022 individual accounts and directors report included in our financial information report and auditor's report. The 2022 annual report, which contains inter alia 2022 consolidated annual accounts and auditors report as well as the consolidated directors' report, which includes inter alia. The consolidated statement of nonfinancial information together with the independent verification report and the annual report on corporate governance, which includes our reports of the Board committees, including the report of the direct remuneration policy and the report of the Audit Committee and related party transactions, the direct remuneration policy and the annual Director remuneration report. All of the aforementioned documents have been available to the shareholders at the registered office and on the corporate website of the bank, which is accessible for mobile devices and PCs, at least in February 28, the date of publication of the call to this general meeting. They are also available to you in these premises at the shareholder office at the notary's desk and the auxiliary table. Thank you very much. We will now present reports that I am sure will be of interest to you.

Good morning to everyone here in Madrid and to those of you connected online. Welcome to Santander's Annual General Meeting. This hybrid format ensures that all shareholders can participate, access information and exercise their rights securely and reliably, here in person or online. In 2022, not only did we achieve our targets for the year, but we also met the medium-term targets, which we set in 2019. We added 7 million customers, taking the total to 160 million and strengthened our balance sheet, leading to a record profit. 2022 was, by any standard, an extraordinary year, a year in which we saw the emergence of a new world, geopolitically more complex and economically more volatile and uncertain. Back in December 2021, as the shock of the pandemic receded, economists expected inflation to be transitory, Europe to grow faster than the U.S. and Chinese GDP to rise above 5%. None of that happened. Instead, Russia's invasion of Ukraine sparked Europe's worst energy crisis since the 1970s. Inflation, reinforced by war, disruption of supply chains and the continued impact of climate change became the world's biggest macroeconomic concerns. Growth has slowed down globally due to tightening financial conditions and the impact of inflation on income, but employment is showing great resilience. Indeed, 9 out of 10 Santander's main markets are close to full employment. Despite the economic slowdown and the negative impact of higher energy prices and widespread inflation, Spain is recovering from its deeper recession. We are creating jobs, curbing inflation and have reasonable economic prospects. Spain's recovery is thanks to the leadership of millions of self-employed, SMEs and companies who strive every day to strengthen their companies. It is also thanks to the improvement in tourism, a high level of savings and focusing on reducing the energy dependence. In order to take our country to the next level, we need structural reforms to put convergence with Europe back on track in terms of income, well-being and quality of life. We share a common target with Europe: growth. And to boost growth, we need to invest to improve productivity. Banks have a key role to play. Over the last few weeks, however, the banking sector in the U.S. and then in Europe has faced new challenges. The regulated financial sector banks today is in a far stronger position than 15 years ago. In the case of European banks, we are subject to the most stringent supervision and regulatory regime in the world. As the European Central Bank has said, European banks are solid and have a comfortable capital and liquidity position with which to face episodes of volatility caused by specific problems in specific institutions. The quick response by the authorities in the United States, Switzerland and the European Central Bank has been key in restoring the right conditions and confidence. The current situation is an opportunity to accelerating the final steps to complete the capital market and banking union with the creation of a European deposit guarantee fund. This would be the best response to Europe's challenges which would contribute to generating greater confidence and would be a solid base to attract investment needed for growth. And how well prepared is Santander itself to weather new challenges. The answer is very well prepared. Thanks to strengthening our business model, our customer focus, diversification and scale over the last few years. First, customers. Our focus on retail and commercial means that 80% of our deposit base is individuals or small business, with the majority protected by deposit guarantees. As a result, our funding base is far more sticky and resilient in times of crisis. Second, diversification. We are highly diversified in both our geographies and business mix. Some argue diversification does not add value. Data says otherwise. Diversification brings stability. It has helped us build our rock-solid balance sheet. We have a capital ratio greater than 12%, and the balance sheet that has proven consistently to be among the most resilient in our peer group in regulators stress test. And this, in turn, leads to a solid first line of defense, our pre-provision profit. Finally, scale. Our unique combination of both in market and global scale means that despite the challenges, we are confident we can and will deliver our targets. As I will explain later, our goal is to build a digital bank with branches, powered by the Santander network, leveraging the strengths and opportunities that would be difficult for others to copy. In 2022, we progressed on our aim to become the best open financial services platform by acting responsibly to earn the lasting loyalty of our people, customers, shareholders and communities. We continue to live our purpose of helping people and businesses prosper while aspiring to make everything we do simple, personal and fair. This approach resulted in the growth in the number of customers and revenue, which was also helped by the normalization in interest rates. We are, of course, aware that higher inflation and interest rates are having an impact on our customers. And just as we did during COVID, we have acted to support them. Our teams in all our markets are offering solutions to customers who need to adapt to the new financial environment. The bank has also supported our employees in all our markets, especially those on lower incomes. As to the bigger picture, we achieved and maintained the upward trend in profitability as demonstrated by our return on tangible equity, which increased to 13.4% from 12.0% in 2021. This was driven by record profits of EUR 9.6 billion, which coupled with a reduction of shares through buybacks in 2022 resulted in earnings per share of 23%. Importantly, we have delivered these results while continuing to transform our business model. The better operational performance improved our cost-to-income ratio from 46.2% to 45.8% while improving the customer experience. We maintained a low risk profile. Our cost of risk remained in line with our 2022 target of 100 basis points. In 2022, we reported a CET1 of 12.04%, which is above our target. We maintained our policy of allocating half of our shareholder remuneration to share buybacks. At the stock price levels, we executed our share buybacks. These are one of the most effective ways to generate shareholder value while preserving the capacity to invest in our business. Today, we submit for your approval a cash dividend of EUR 5.95 per share payable from May 2, 2023, as part of a final distribution from 2022 earnings. As a result, the total cash dividend per share charged to 2022 results will be EUR 11.78, up 18% versus the previous year. This is complemented with a second share buyback program totaling EUR 921 million, of which we have executed 71.1%. Total cash dividend per share against 2022 results is up 18% versus the previous year. Total shareholder remuneration has grown by 16% per year on average since 2014 from EUR 1.1 billion to EUR 3.8 billion. Our intention is to continue increasing shareholder remuneration as profit rises. Shareholder remuneration and value creation remains our focus. Our share price has performed very well since the beginning of the year. Santander's total shareholder return based on yesterday's closing price was plus 23.2% year-to-date, which is 17 percentage points better than the European Banks' index, which is up by (sic) [ plus ] 5.7%. Meanwhile, we continue our approach of embedding responsible banking into the heart of Santander, where how we do things is as important as what we achieve. Our clear ESG strategy, backed by robust governance has helped us to use the power of our business to address major global challenges, delivering profit with purpose. Three areas merit highlighting, on which Ramiro Mato will expand later. First, we continue to support our customers in their transition to a green economy as we advance towards our aim of the group being net zero carbon by 2050. For example, our position as a global leader in renewable energy financing is an opportunity on a vast growth market worth almost USD 0.5 trillion. Second, financial inclusion is another big opportunity. In LatAm, more than 100 million people still do not have a bank account. In the years 2019 to 2022, we have financially empowered around 12 million people, 3 years ahead of our 3 million (sic) [ 10 million ] target. We just announced a new goal to provide financial inclusion to 5 million people from 2023 to 2025. Lastly, we continue to build on Santander's success in supporting education, employment and entrepreneurship. In 2022, Santander Universities awarded more than 266,000 scholarships and grants to students, professionals, entrepreneurs and SMEs and allocated EUR 100 million through partnerships with more than 1,300 universities. All our progress depends on our ability to attract and develop the best talent and on a culture in which transparency and customer focus differentiate us. Looking ahead, working as one team, one Santander will remain critical for all of us. Santander employees are highly engaged in the top 10% of the finance sector. We have also made significant progress towards our 2025 Diversity, Equity and Inclusion, DE&I commitments. Today, 29% of senior positions are now held by women compared to 20% 4 years ago. Finally, our governance continues to demonstrate its effectiveness in defining the best strategy for the group and monitoring its execution. We have implemented all the improvements we identified last year, which were reported to and approved by this Board. The recent changes in the composition of the Board have reinforced its ability to contribute to our success while controlling risks at meeting the expectations of our supervisors, shareholders, analysts and investors. Today, we have an outstanding Board, both in terms of independence, 2/3 of directors are independent and in terms of diversity with 40% of the Board being women and coming from 6 different countries. Our Board has long met the standards that the European Union directive and the Spanish law will now make mandatory. We continue to bolster the Board's skills and experience as the appointment of Héctor Grisi and Glenn Hutchins shows, which are being voted on today. Our success in 2022 marked the culmination of 4 years of delivering on our strategic plan. The Santander customer community has reached 160 million at the end of 2022. When we attract a new customer, we take advantage of what we call the network effect, which means that we can offer an average of 2 to 3 additional products. The combination of in-market and global scale is key to the success of our model. Today, we have 2 businesses that are globally run and managed, Santander Corporate and Investment Banking, SCIB; and Wealth Management and Insurance WM&I. In SCIB, our global presence enabled us to generate EUR 7.4 billion in total revenues, 14% of the Group in 2022. And in WM&I, our competitive advantage comes from our global platforms. In 2022, EUR 51 billion assets under management were due to our global network. We also have 2 global networks: Payments and Auto. In Payments, we processed more than 30 billion transactions. PagoNxt grew revenues by 72%. Getnet, its merchant acquiring business, ranked top 3 in LatAm in 2022 and Ebury grew revenues by 76%. As to cards, we now manage 97 million cards, and in 2022 we continued to grow at double digit. In Auto, we are the #1 player in Europe and LatAm and #5 in the U.S. Together, in 2022, these global and network businesses represented more than 30% of our total group revenues and more than 50% of our profit. Our diversification has long helped us generate stable profits and strengthen our balance sheet. This proved to be a key competitive advantage during the 2008 financial crisis, and it continues to be. Santander's liquidity and funding metrics are comfortably above any minimum regulatory requirements, and we follow a conservative management of structural risks: liquidity, interest rate risk and currency risk. We have around EUR 200 billion in cash deposited at central banks, which is equivalent to 20% of our total deposit base. 80% of our deposit base is retail-based, which provides stability. And in our main geographies, Spain, U.K. and the U.S. around 70% of deposits are insured by the deposit guarantee funds. Our sovereign debt portfolio is balancing interest rate risk and is small and diversified, with an average duration of 4 years, and relatively new. This gives us a great opportunity to rebuild these positions at much higher profitability. Lastly, we have low, predictable and diversified credit risk and a proven approach to risk management. Looking ahead, a new phase of profitability and growth by building a digital bank with branches powered by the Santander network. Last year's excellent results as well as the progress we have made since 2014, means we have strong foundations on which we can build as we look ahead. Given the performance of our business in the first part of the year, in this first quarter, we expect to achieve a return on tangible equity of around 14%. If we were to exclude the annualized impact of the Spanish extraordinary banking tax, it would be around 15%. We expect to maintain our capital ratio at 12%, and our efficiency and cost of credit on track to deliver 2023 targets. The first months of the year are on a positive trend with more than 1 million new customers, which we expect will result in lending growing at 4% year-on-year, deposits at 6% year-on-year and revenues growing at double-digit. We are keeping the LCR ratio at around 145%, stable compared to December, and we expect to improve the parent company's NSFR to circa 120 degrees (sic) [ 120% ] from 116% in December, all while having continued the European Central Bank TLTRO repayment plan. We remain confident that we will be able to achieve by the end of this year, the targets we set ourselves in our 2022 results presentation. On February 28, we disclosed to the market the next 3-year plan, a new phase of growth and value creation for Santander. We aim to deliver our ROTE between 15% and 17%, while maintaining our CET1 ratio above 12%. Obviously, we remain focused on allocating our capital wisely with circa 85% of RWAs allocated to businesses returning greater than our cost of equity, while increasing the distributions to you, shareholders from a 40% to a 50% payout. Our ultimate goal, as we have had since 2014, is to create value per share by delivering double-digit average annual growth rate in TNAVps and DPS through the cycle. We aspire to have the best in-market profitability in each of the markets in which we operate, but also to be the best bank for our customers. We will achieve this by building on the combination of our local leadership and in-market scale. Let me briefly set out the plan we shared at our recent Investor Day by showing how it builds on our business model, our customer focus, scale and diversification. First, customer focus. By continuing to transform our business and operating model, we will build a digital bank with branches powered by the Santander network. This concept reflects the fact that people who bank with us are not as in the case of many digital businesses, simply users, they are customers -- people who are trusting us with their savings who want a service that is simple, personal and fair and who want a high-quality omnichannel experience. To meet the increasing expectations of our customers, we will continue to simplify our product offering and will fully automate our front- and back-end operations. This will help to deliver a lower cost to serve and allow our team to focus on offering the best customer experience. Our branch colleagues will be able to spend more time on giving our customers the personal service they want, especially as they make the most important financial decisions across all channels. Second, our scale. To achieve the best in-market profitability in each of our markets, we will further leverage our global scale and network businesses: SCIB, WM&I, Payments and Auto. In the next 3 years, SCIB has the goal to grow revenues year-over-year by 27%. Wealth Management and Insurance, our goal is to grow revenues at double-digit. In Payments, we expect to be processing more than 47 billion transactions in 2025, growing faster than the market rate. PagoNxt will be profitable from this year 2023. Last in Auto, we will continue to leverage our global OEM relationships to expand the business across the 3 regions. The value our network businesses adds to the group will be reflected in their contribution to our total revenues to over 40% and over 50% to the fee income by 2025. These businesses, combined with our One Transformation plans will help improve our operating performance. Our cost-to-income ratio will fall from about 46% to about 42% in 2025. Finally, diversification coupled with the structure and positioning of our balance sheet will allow us to continue to benefit from higher rates in 2023. The conservative risk profile and diversification of our businesses, resulting in a through-the-cycle cost risk of about 1%. And this year, we will likely have a higher cost of risk as several countries' credit conditions normalize, especially in the U.S., but it should remain lower than 1.2% in any event. Situations such as those experienced by European and American banks in recent weeks remind us of the great value underlying traditional banking management models, which Santander embodies: prudent risk control, solvency and conservative management of liquidity levels. At Santander, we have successfully faced profound change and challenges in the past, and we will do so again following a strategy which leverages our strengths. We are a bank that is easy to understand with a focus on retail and commercial banking. We operate in 10 markets that add value to our global businesses, while supporting our customers in the countries. We are focused on generating long-lasting relationships with our customers, helping them progress, offering them the best possible experience, anticipating their needs and supporting them in the transition to a more digital, green and sustainable economy. And thanks to this approach, since 2015, we have nearly doubled the number of active customers to 99 million. Our culture is the bedrock of our success. Building a unique team One Santander with a common purpose. Strengthening diversity of gender, views, talent, so we are creative, inclusive dynamic. Making more of what we do, simple, personal and fair, three words that sum up what our customers want. We are embarking on a new phase at Banco Santander. And as it begins, we welcome our new CEO, Héctor Grisi. With his impressive career and deep understanding of Santander, we have great confidence that he will contribute to accelerate the group's transformation while delivering on annual targets. I am extremely grateful to José Antonio Álvarez for his hard work and many contributions to the Group over the last 20 years. It has been a privilege working with him, and I am delighted that he will remain on our Board of Directors as Non-Executive Vice Chair. I would also like to thank Marty Chavez and Sergio Rial for their dedication to the Board and welcome Glenn Hutchins, whose appointment will be voted today and who also brings international and extensive financial experience. 166 years ago, a group of entrepreneurs from the city of Santander decided to establish a bank. Since then, and thanks to the work of its teams, together with our customers and the support of you, our shareholders, we have turned Santander into one of the greatest success stories in Global Banking. We have achieved this by overcoming uncertainties prudently managing risk and energetically confronting change. I am optimistic about our future. Today, once again, we will lead the change. I would like to remind you of what I said back in 2015. Madeleine Albright, the first woman to be appointed United States Secretary of State, said, I don't believe that things happen accidentally; I believe you earn them. And we are going to earn them. With a Board and a best-in-class team are more than 200,000 colleagues across the world and with the trust of 160 million customers, and yours, our shareholders. With all this, I am confident that the best is yet to come. Thank you.

The CEO has the Floor.

Good morning, shareholders, and thank you very much for attending this Annual General Meeting, which I am pleased to share with you for the first time as CEO. Before I begin, I would like to highlight the excellent work carried out by José Antonio Álvarez as a -- during his time as CEO, which is reflected in the bank's growth and achievements in recent years. I want to thank him for his support over the last few months. Thank you, José Antonio. I would also like to thank you, our shareholders, for your trust in Grupo Santander. Our objective is to work to create value and consolidate a long-term relationship with each and every one of you. Likewise, I would like to thank the more than 200,000 professionals working in the group as it is their dedication and effort that has enabled us to continue improving every day and achieve the objectives we set ourselves year after year. Today, I will focus on 3 points. First, I will explain how we achieved the excellent results in 2022, looking at countries and businesses. I will then spend a few minutes going over our 2023 targets and how we have started the year. And finally, I will give more detail regarding the pillars supporting the execution of our strategy that the Chair explained earlier for the coming years. The operating environment in 2022 was not the most favorable. However, our business model has very clear competitive advantages which have enabled us to continue to manage the bank successfully. The chair has already gone over the main group figures for 2022. But in summary, we achieved the highest revenue in our history, leveraging the improvement in customer service, which put us in the top 3 banks for NPS in 8 of our core units. Our highest ever net operating income at over EUR 28 billion, which shows a high quality and sustainability of our results and record profit reaching EUR 9.605 billion. As a result, the group's profitability exceeded 13%, we increased earnings per share, TNAV per share and the dividend and we accelerated the share buyback program, all this while maintaining the capital ratio above 12% in every quarter. We achieved these results on the back of the good performance across global businesses and all the geographical areas in which we operate. In Europe, profit grew by nearly 40%, supported by the increase in Spain, Portugal and Poland as well as the resilience of our results in the U.K., where we gained market share in the mortgage segment. All of this was supported by the significant advantage of being a bank with regional scale. This has allowed us to keep cost growth below the strong pickup in revenue and improve the efficiency ratio in the region of 5 percentage points. On the other side of the Atlantic, efforts in North America were directed toward accelerating profitable growth, improving our competitive capabilities and increasing synergies between the two countries. As a result, profit was close to EUR 2.9 billion, and profitability remained high in both the U.S. and Mexico. In South America, we are the leading bank in the region, mainly in corporate banking and auto financing, where we are leaders in Brazil, Chile, Argentina, Colombia and Peru. We improved our customer satisfaction and continue to attract more customers. Profit exceeded EUR 3.6 billion, offering a very attractive return. Our consumer finance business in Europe managed to increase new business volumes in a market where registrations fell sharply as a result of supply side restrictions. Our strategic alliances with manufacturers and distributors and the development of business lines, such as leasing and subscription and by now, pay later models were key to this growth. We were able to grow revenue, keep cost of risk below 0.5% and increased profit over EUR 1.3 billion. Moving on now to the global business. SCIB achieved record results for the third consecutive year. The key to this success is our strategy to support each of our clients from the group's global network and become their strategic adviser. This difference in the way we do business, enabled us to obtain higher returns than the market and to achieve a profit of EUR 2.8 billion. Wealth Management and Insurance had to navigate a highly volatile environment that led to declines in asset valuations in the market. Against this backdrop, Private Banking raised almost EUR 12 billion in customer funds and increased profit. Asset management, the business most affected by market turbulence maintained its contribution to the group's profit and revenue grew strongly in our insurance business as gross written premiums increased 24%, and digital customer interaction continued to grow. In payments, we grew revenue strongly, increasing 72% in PagoNxt, which is close to breaking even. Our cards business generated revenue of almost EUR 4 billion and increased its profit by 57%. These excellent results provide a good starting point to achieve the announced 2023 targets. I will spend the next few minutes detailing our vision for 2023. Some of the main uncertainties at May 2022 such a complicated year remain at the beginning of 2023. For example, inflation remained high but there was some positive news. Employment remains robust, and the IMF improved its growth expectations for the year in its latest report. However, at the beginning of March, a U.S. bank made very high losses on its bond portfolio and fell into bankruptcy. This is a clear example of the importance of diversification and finance. By this, I mean diversification in terms of investment, funding sources and income and profit generation. Situations such as this remind us of the considerable value underlying traditional banking management models, risk control, high solvency levels and conservative management of liquidity levels. That is why Santander's business model provides us with competitive advantages. Our customer focus, scale and diversification makes us a much more stable, predictable and solid institution. Our asset portfolio has a high proportion of customer loans which allows us to maintain a very limited market risks and facilitate preventive management in the event of changes in the environment. Moreover, the bank is funded by very stable liabilities, and we have ample liquidity buffers. We also applied this Group model at the subsidiary level. In the specific case of the U.S, this greatly differentiates our business model from the banks that have had problems in recent weeks. We have an established and diversified franchise. Our business is based on deposit gathering in the Northeast, one of the most attractive parts of the country, and we grant loans, mainly auto financing across the country through our partners. Our deposit base is mainly retail, which makes it more resilient to situations of abrupt deposit outflows. In addition, in our case, 70% of deposits are insured. Our asset in the U.S. assets are mainly customer loans. We have improved the structural quality of the portfolio and the assets have relatively short durations. Our securities portfolio has a lower weight than medium-sized banks. Our cash position is greater, and we have a much more solvent position with a CET1 ratio of 14.6% versus 10.8% for our peers. We have increased our deposit base by a cumulative annual growth rate of 14% since 2019 with relatively low funding costs, reflecting customers' confidence in our bank. Furthermore, the proactive management of our new business volumes and our exit from some less profitable businesses have enabled us to strongly improve the profitability of the business. As a result, we have gone from an adjusted ROTE of 9% in 2019 to 17% in 2022. This is the result of having strengthened the franchise in the country in recent years. Sometimes, we have to make tough decisions in the short term to build a robust business in the long term. Returning to the group by taking full advantage of our business model, we have developed a growth strategy that will allow us to continue improving. In 2023, we will focus on the following: continuing to grow the number of customers and translating it into higher volumes and revenue. Our aim is to increase net interest income, especially in Europe. In addition, we also expect net fee income to grow at a solid pace in all regions, supported by global businesses. With all this, we aim for double-digit revenue growth in the year, aiming to improve the efficiency ratio further to between 44% and 45% and as such, remain one of the most efficient global banks in the world. Targeting a cost of risk for the year below 1.2% supported by our medium- to low-risk profile and the group's recovery capabilities. Maintaining our fully loaded CET1 ratio above 12% through strong organic capital generation, thanks to the group's focus on creating shareholder value and our disciplined capital allocation to the most profitable businesses, further improving profitability and achieving an ROTE above 50%, which allows us to continue increasing remuneration to you, the shareholders, both by way of greater profits and an increase in the percentage we allocate for dividend payments and share buybacks from 40% to 50% of profit. So how have we started the year? Well, by continuing the positive trends we saw at the end of 2022. Good business and activity dynamics, which are reflected in year-on-year growth in volumes which the chair has already mentioned. In loans, there was notable growth in Latin America and consumer finance and deposits increased across almost all large countries. We have not seen any movement in deposits that are out of the ordinary in recent weeks. Revenue is strong, and we are on track to meet our objective for the year, greatly supported by NII growth, and CIB, and Wealth Management & Insurance who have both again had an excellent start to the year. Costs have started the year in line with expectation, and we expect to see a further improvement in the efficiency ratio in the quarter. Loan-loss provisions and the cost of risk continued to normalize, with growth remaining controlled within expected parameters. Finally, in January, we recorded the charge related to the Spanish extraordinary banking tax on income in Spain. In summary, good trends in the underlying business and results, which we aim to consolidate in the coming quarters to progress towards the medium-term goals we announced at our Investor Day. The Chair has presented the Group's strategy and objectives in the medium term. I will focus on the main levers that we will use to achieve them and their application in regions and businesses. Our ambition is to be the best bank in each of the countries in which we operate. To this end, we have designed a plan that will enable us to improve our local bank's operations. Our value creation model is based on becoming a digital bank with branches. This would allow us to serve our customers much more efficiently, be much more agile, generate higher activity and clearly identify the best business opportunities. More significantly, this plan, which we call One Transformation is not entirely new. More significantly, this plan, which we call One Transformation, is not entirely new. We have been successfully implementing it for years in countries such as Portugal, Chile and Poland. Now is the time to transfer it to the group as a whole and to exploit the great opportunities that we have. I will give you a quick overview of these opportunities now. Europe is a region where we see the greatest potential to improve profitability. We believe that mature markets have plenty of room for growth, if the right products and services are provided. With the planned strategy, we will develop the necessary capabilities to strongly boost profitability and capital generation. We aim to reach an RoTE of 15% in 2025. In North America, we have 2 banks whose models are very different. In Mexico, we have been investing in digitalization and innovation. We expect these investments to lead to strong customer growth across all products and segments. In the U.S., we are focusing only on the businesses we consider to be most profitable. We anticipate strong growth in both wholesale revenue and assets managed by Wealth Management, and at the same time, we will improve our auto financing. As a result, our intention is to reach an RoTE in the region of around 15% in 2025. Collaboration between countries and the evolution towards a pan-regional model is most advanced in South America. This should position us to capture the region's structural economic growth and to achieve an RoTE of around 19% in 2025. Turning to the global businesses. Wholesale Banking SCIB is one of the pillars of our strategy. We have room to continue growing revenue strongly and sustainably over the coming years. This growth is based both on our competitive advantages as well as on the strong economic dynamism that South America offers. The growth potential of our franchise in the U.S. and the development of our pan-European platform. All in all, we have a target to keep RoTE above 20% in 2025. Regarding the Wealth Management & Insurance business, the advantages of our model are clear. Having a bank that can develop and offer global platforms gives us a competitive advantage in cost and we aspire to revenue growth rates of 10% in the coming years and an RoTE of 60% in 2025. In Consumer, we already have franchises that are able to grow quickly and in an agile manner, while maintaining controlled credit quality and costs. In the Auto segment, our ability to reach agreements with vehicle manufacturers and distributors gives us a competitive advantage and creates barriers to entry for our competitors. Our goal for the coming years is to offer a more comprehensive portfolio of products and services and continue to increase the number of business partners and volumes. In this way, we aim to obtain a 15% RoTE in 2025. And finally, Payments. Today, this segment is key to the development of a competitive bank, as transactions are at the heart of any type of customers transactions with the bank. Our goal with PagoNxt is to integrate each and every one of these transactions into a global, fast and efficient platform that allows us to reduce the cost per transaction by 20%, while offering much better payment solutions for our customers in their daily operations. Thus, we expect transactions to grow at 15% each year to 2025. Also within the Payments segment, the Cards division has a dual objective: Firstly, to boost growth in the number of cards issued to over 115 million in 2025; and secondly, to develop a comprehensive platform that is capable of managing all the cards in the group in a coordinated manner, generating savings of 25%. With this in mind, we expect a 7% to 8% accumulated annual growth rate in group revenue through 2025, to keep cost growth below 5% to 6% and a cost of risk of around 1% over the cycle. This should lead to an RoTE of between 15% and 17%, which would result in double-digit growth in TNAV per share plus dividends. These targets are specific, ambitious and achievable. If I had to summarize how we will achieve these targets, I would say that we will continue to do what we already do well, but even better. We will focus on: Firstly, working together more closely; making the most of the best practices we've already developed; becoming a fully customer-centric bank; accelerating transformation; improving profitability; and consequently, strongly increasing value creation for you, the shareholders. Santander is a unique institution, which is entering a new phase of growth and profitability. We have a clear idea of where we want to go, the right strategy to get there and the best possible team to make it happen. That is why I am convinced that we are doing the right things to further improve this great bank. I do not want to end without again reaffirming our commitment to all of you, our shareholders. Despite the recovery in the share price in recent months, I believe our share price does not yet reflect our real value and strengths. I am convinced that our strategy of sustainable growth and value creation, and the achievement of our day-to-day goals, will end up being reflected in the stock price. Do not doubt for a moment that I will devote all my efforts to achieve this. Thank you very much.

The Chair of the Remuneration Committee and of the Nomination Committee now has the floor. Ladies and gentlemen, good day.

Lead Independent Director and Chair of the Board Nomination and Remuneration Committees. These committees have drawn up their respective 2022 activities reports, which are in the corporate governance chapter of the annual report made available to you from the date on which the notice of this General Shareholders' Meeting was published. Among the Board Nomination Committee's activities, I would like to highlight its work in the succession of Jose Antonio Alvarez as Chief Executive Officer of the Group, which culminates today with the ratification of the appointment of Hector Grisi under Item 3B of the agenda. The committee oversaw a rigorous selection process to ensure an orderly transition. The process of appointing Hector Grisi shown the effectiveness of the group's succession planning and internal talent development. Hector has in-depth knowledge of our business lines and international strategy and a strong track record in international finance. The committee also oversaw the implementation of the action plan, which resulted from the review of our governance model carried out in 2021 with the help of external advisers. As a result, the Chief Executive Officer now reports directly to the Board, and we have reviewed his role and that of the Executive Chair to ensure their roles are clearly defined. The 2022 Board review was conducted internally and will result in actions that will continue to raise the Board's effectiveness. The committee has drawn up its proposals to reelect the directors listed under Items 3 -- under Item 3 of the agenda of this General Shareholders' Meeting after reviewing their performance and commitment to the position, and analyzing the skills and diversity of the Board as a whole. The proposed reelection of Pamela Walkden, Homaira Akbari, Sol Daurella and Belen Romana together with that of the Executive Chair Ana Botin, are an indicator of the importance we attach to give to diversity on the Board. The committee is also proposing the ratification of Glenn Hutchins appointment as a Director. Glenn brings expertise in technology, finance and regulation, which will add to the overall skills represented on the Board. Thank you in advance for your support. With regard to the Board Remuneration Committee, I would like to highlight its work to ensure that remuneration policies reward excellent performance and promote both effective risk management and our corporate culture, and that the actions to reduce the gender pay gap in the group are increasingly effective. The executive remuneration policy is aligned with the strategic plan announced at the Investor Day in February, mentioned by the Executive Chair. It updates our short-term remuneration schemes with a focus on customer growth and maximizing shareholder value creation, and maintains the metrics associated with the responsible banking agenda in long-term remuneration. These aspects are included in the remuneration policy and as applicable in the resolutions under Item 6A to 6F, which is subject to your approval and have been endorsed by the committee, along with the annual report on directors' remuneration, the latter being put to a consultative vote today. Finally, as is customary at this General Shareholders' Meeting, I would like to mention some of my activities as Lead Independent Director. In 2022, we held 5 private meetings with the group of nonexecutives directors to make sure their views and opinions have been fully reflected in the group's governance and in the execution of its strategy. I've also engaged in regular contact with investors in Europe and North America, who represent approximately 30% of the group's share capital, where I've been able to hear their insights, particularly on our corporate governance and sustainability matters. To conclude, I would like to stress the group's continuing commitment, both to maintaining robust and effective governance, which is capable of addressing the strategic needs arising from a challenging macroeconomic environment, and to implementing executive remuneration schemes, which are fully aligned with our shareholders' interests. This is essential to our long-term success, which is practice.

The Chair of the Responsible Banking, Sustainability & Culture Committee now has a floor.

Ladies and gentlemen, I stand before you as Chair of the Responsible Banking, Sustainability & Culture Committee to inform you on some environmental, social and governance or ESG matters as they did in the general meeting last year. In 2022, the committee continued to drive the responsible banking agenda and oversee the embedding of ESG standards in the group's strategy and culture. We made strides towards meeting our targets. In particular, as part of our commitment to be net 0 by 2050, we have 3 new decarbonization targets for 2030 in energy, oil & gas, aviation and steel. In 2022, we raised EUR 28.8 billion, a total of EUR 94.5 billion since 2019 towards our EUR 120 billion target in green finance by 2025 to support our customers' transition to a low-carbon economy. We also reached EUR 53.2 billion out of the EUR 100 billion target by 2025 in socially responsible assets under management. Through the Santander Finance for All program, in 2022, we exceeded our target to financially empower 10 million people by 2025, 3 years early. At our Investor Day, we announced a new target to give access to banking services to another 5 million people between 2025 and 20 -- 2023 and '25. In diversity, 29.3% of our senior managers were women at the end of 2022. And we have increased our target to 35% by 2025. In addition to embedding ESG metrics and variable short-term remuneration for the third consecutive year. In 2022, we added ESG metrics to our Executive Directors long-term incentive plan for the first time. Our solid scores and sustainability ratings speak to the progress we have made reflected in our position in major indices such as CDP. In addition, we were named Best Bank for Financial Inclusion by Euromoney for a second successive year and by The Banker for the first time. You can find out more on everything I have mentioned in the consolidated statement of nonfinancial information and the responsible banking chapter of the 2022 annual report, which includes the auditor's verification report and is put to a vote under Item 1b of today's agenda. We know that we must keep improving. And in 2023, we will continue to assist the Board with taking the next steps to implement our climate strategy to fulfill our net 0 carbon ambition with targets that are consistent with the Task Force on climate-related financial disclosure. The development of our green and sustainable finance proposition as well as supporting our customers' transition to a low-carbon economy. The promotion of the financial inclusion and empowerment of unbanked, underbanked and vulnerable customers. The support for education, employment and entrepreneurship that Santander has been providing for more than 25 years. The reporting and disclosure of ESG information according to new requirements, the review of our performance according to ESG analysts' criteria. Our solid culture and robust governance enable us to sustain our ESG targets and to act responsibly, treating our employees, customers, shareholders and the communities where we operate in a way that is simple, personal and fair and ensuring that we help people and businesses prosper. Thank you.

The Chair of the Audit Committee now has the floor.

Good morning. I apologize because my Spanish has been addressing you in English. The committee. I will report on the matters within our remit, how we contribute to the thorough reporting of financial and nonfinancial information and on the audit of the 2022 financial year. The activities the committee carried out in 2022 are found under the committee's report in the corporate governance chapter of the annual report. Today, I would like to highlight a few of the key activities. The Board Audit Committee reviewed the bank's financial information. It endorsed the financial statements and directors' reports for 2022, which were verified by our external auditor without qualification and are submitted today for your approval under Item 1A of the agenda. The committee oversaw the preparation of those documents, reviewing the effectiveness of internal controls, which were also verified by the external auditor. Together with the Board Responsible Banking, Sustainability & Culture Committee, the committee also reviewed the nonfinancial information, which has been prepared in accordance with regulatory and international standards, and is submitted separately for your approval under Item 1B of the agenda. Throughout the year, the committee has been in regular communication with the external auditor to be duly informed of their audit work. PwC attended all committee meetings, including 2 without the presence of executives, where we were able to hear any concerns about their work. None were raised. The committee assessed the external auditor's performance, and this was considered positive. It also verified the external auditor's independence according to regulation and internal policy. Therefore, the reelection of PwC for 2023, which is submitted for your approval today under agenda Item 4 has the committee's favorable support. The internal audit function continues to respond effectively and efficiently to the challenges we are facing. The committee appointed an external expert to assess the function against other competitors and audit standards, and they reported its performance as excellent. The committee submitted the internal audit plan for 2022 to the Board for approval and subsequently supervised its execution and the implementation of the recommendations given by internal audits during the year. As usual, the committee also agreed any adjustments to the plan as the external risk environment evolved. We also received detailed information on the group's entities in noncooperative jurisdictions and on the oversight carried out over such entities, which continued to decline gradually. The committee was also informed of the group's implementation of tax policies and the annual tax transparency report submitted to the tax authorities. The committee also continued to review related party transactions in terms of fairness and transparency as mentioned in the corresponding section of the annual report. Finally, I would like to highlight our coordinated work with the Board Risk Supervision, Regulatory & Compliance Committee and with the Audit Committees in our subsidiaries. This enables us to draw on a strong collective expertise and contributes to decision-making, which is as sound as possible. For all these reasons, I wish to express my satisfaction and the Board Audit Committee's positive opinion in relation to the above-mentioned resolutions submitted for your approval today. Thank you.

The period for presentations by the shareholders will now commence. Of the present are represented in this meeting, 25 shareholders have asked them to make a presentation. They will do so in the order that I call them. Please remember that your presentation should be limited to the matters properly before this meeting. An exercise of my power is pursuant to Article 29 of the bylaws, I will direct the deliberations and will end to the presentations when I deem the issue to have been sufficiently presented. At the beginning of each of your presentations, please state the number of shares you hold and/or represent. As provided by Article 17 of the rules of regulations for the General Shareholders' Meeting that time initially allowed for each presentation is 3 minutes per shareholder. Please try to keep to your allotted time. I will let you know as your time runs out. I would like to remind remote attendees that they may submit their presentations until the end of the period for presentations on these premises. Also, and according to the recommendations of a shareholder that we thought was very timely, I will call the next shareholder who will take the floor so that he can get ready. So I give the floor to Miguel Angel, Martin Berger, and I ask Mr. Alfonso [indiscernible] to get ready to intervene.

Good morning. I am a shareholder. I have over 2,000 shares, and I have been a customer of the bank for over 30 years. And whenever I have needed to reach out to my branch, I have been dealt with very kindly, exactly as described in the different presentations when you explain that you wish to care for your customers as best as possible. That is exactly how I have felt every time I have gone to my branch office. So I have to say that I do feel that I participate in banks' actions and activities as a shareholder. So I would like to know these dividends that we have heard about that we will be agreeing on what is the total amount in cash that we are going to receive again -- against results and earnings dating to 2022?

Thank you very much. Mr. Shareholder, Alfonso [indiscernible] and then Julian Garcia.

Chair. My name is Alfonso [indiscernible], I am representing 49,509 shares. And I would like to ask your question. The market's reaction to your new strategy plan has been very positive. Could you please clarify what are the main points of that strategy?

Thank you, Mr. Shareholder. Mr. Julian Garcia [indiscernible] has the floor and then Noemi [indiscernible]. Thank you. You cannot see me because I am not in the main hall, but you can see me on screen.

Good morning, Madam Chair, members of the Board, shareholders. You have talked about objectives. And a month ago, remember during the Investor Day, you talked about objectives for 2023, 2024 and 2025. And you have, again, addressed that issue today. We're talking about growth, and we're talking about profits and sustainable growth. And you've also talked about an RoTE of between 15% and 17% with an efficiency ratio of about 42%. And you've talked about the payout, which we shareholders are grateful for of 50% and the capital ratio, which is in excess of 12%, which you are mandated to actually achieve. And you've also said that about 85% of the investments of the banks will have to actually be more profitable than the cost of capital implicit in them. This is very ambitious, and I have no cause to doubt that you will make out on these objectives because that's the tradition in the bank. The bank always makes good on those objectives. But after you talk about these objectives, after you explained that these are the objectives. On March 10, if you remember, and I'm sure you know because you're very much involved. But people now who basically just read the newspaper had to learn about new concepts. So we read in the news about Silicon Valley Bank, and we read about -- and we heard about Signature Bank. We heard about American banks that, frankly, we weren't really familiar with. I have never heard talk about 2 of them, and I do have a little bit of knowledge. Anyway, so far, so good. Everybody came out to placate our fears, but then Credit Suisse traditional Swiss bank, oh my goodness, the Swiss a bank, things begin to get shaky. And then Deutsche Bank, German, my goodness, gee, I don't know. Things are getting hotter and hotter. So I like to quote-to-quotes. And you know what they're saying. You have to be very careful and take note of what's happening around you. Should we not take a closer look at the bank's objectives? I mean, have you seen what's going on in your neighbor's backyard, you need to think about what might be happening in your own backyard very soon. So those numbers that -- and those objectives that were spelled out in Investor Day, do you really think that we're going to be able to see them come through?

Thank you very much, Mr. Shareholder. I give the floor now to Noemi Trovato. Ms. Trovato, you have the floor, and then Mr. Andres Boticario, you have the floor ma'am.

Good day Chair, CEO, ladies and gentlemen, shareholders. I'm [indiscernible], shareholder, employee of this Institution and Secretary General of the Commission Santander's Trade Union, which is the main Trade Union in Banco Santander. My intervention in this meeting is to be the voice of the staff of the bank. First of all, Commission Santander's would like to celebrate excellent results obtained in the past year. As a leader in the banking industry and with these excellent results, the Santander Bank has an opportunity to show its commitment with families and society. These excellent profits have been achieved, thanks to the work, effort and dedication of every single employee of this institution. Nevertheless, the Board of Directors saw how those profits are allowed to maintain or improve their remuneration. They're huge remunerations. And we say huge because it's more than EUR 11 million, which is 208x the average salary of the workers and employees. This shows a lack of proportionality and equity and the remuneration policy of this institution. Our trade union demand that those profits also have an impact on the rest of the staff and not only on the shareholders and the Board. We demand for our staff at fair and transparent remuneration system and clear incentive system must be established with incentives that, as I say, are clear and achievable. To motivate the staff with targets that are paid for, sometimes it's very difficult to understand what the goals are and very difficult to collect. Does this motivate the staff? No, the incentive system right now is unfair or big and does not give incentives. And that is not what our employees deserve. Chair, toxic managers have appeared once again on the scene. A year ago, a commercial system was established that we thought was very good because it allowed people to work without controls and pressures. These managers are not respecting this, and they continue with the bad practices of the past. Pressure to comply with the goals is unsustainable. These people who only look for short-term results should not have a space in a place like Santander. With this type of manager, it is very difficult to motivate our staff. We need real changes. Only with real changes, this will become the best company to work for because Santander employees are the most important good of this company, we are essential, the main asset of the group. And there are some aspects where we've already made some progress. We signed a new quality plan, and we're very pleased with the measures adopted to make this a fair company without discrimination and where we can break the glass ceiling for women. This must be an example of negotiation with the legal representors of the employees to improve their conditions. Given the current inflation and hike in interest rates, Banco Santander has established temporary measures to help their employees to face a payment of their loans and mortgages. We do appreciate that. But we think it's scares, and it should be longer lasting and that must be negotiated with the trade unions. The Chair, this is why we asked the Employees Association of the banking industry to try to look for new formulary and solutions for the staff.

You have consumed your time. You have 1 minute left.

Yes, I will finish. The increase of 4.5% that was agreed at the end of November, palliated part of the problem. But we need additional measures. And we asked Banco Santander not to leave half of the staff without actual wage increases. This is a time where Santander should prove how much it cares for its staff. We will continue as a trade union to work to improve the conditions of the employees of Banco Santander.

Thank you, madam shareholder. Mr. Boticario has the floor, and then Mr. Francisco Javier Martin. You have the floor, sir.

Good afternoon, Madam Chair, members of the Board, other attendees. I'm Andres Boticario, and I am here today in representation of over 8,000 shares and the Secretary of the Independent Federation of Workers of Credit in Banco Santander. The second trade union that is most representative. We represent over 25% of the employees. We are an independent trade union, and we are professional. We are sustainable, we are responsible. And we wanted to take advantage of this opportunity to speak on behalf of the thousands of employees of Banco Santander, who are also shareholders, I might add. Once again, the earnings achieved in this past financial year have been very good. And this is why all we can say is congratulations. It seems obvious that the best possible geographic distribution and business distribution is the right strategy in order to tackle the difficulties that we are having to address, and which have hit us hard in recent years, and we hope that this is also the case for events about to happen. If we think about the increase in rates, we could talk about results that have been truly exceptional. And in our society, an increase in the prices of our society has also been exceptional. This represents an increase in price of everything, including money. And this has affected bank employees. In order to soften the blow in our group, we launched conversations between representatives of trade unions and representatives of employers. Trade unions signed, but FIT did not. We believe that the conditions agreed upon were not sufficient bearing in mind the excellent results achieved by the sector in general and by our entity more specifically. We have to say that our colleagues worked very hard, thanks to their talent, thanks to their work, these are the results achieved. Last year, we called your attention to the need to improve the numbers of women present. We need to decisively take on new measures that will allow for a short-term guarantee of a balanced representation of women in our organizational structures. At that point in time, you agreed, you committed. And I have to say that the negotiation has been successful. The measures that aim to do away with discrimination between men and women. Agreed upon by means of an equal rights plan, including a number of measures destined to do away with the obstacles that make equal rights impossible between men and women. As success, I say, because all of the stakeholders involved have joint forces, HR, labor relations experts and the sum total of the workforce in general. Thank you to these workers for sharing their expertise in the matter, although they hailed from other sectors. And we also underscore the importance of the cultural change taking place in Santander. We see that simple, personal and fair is important for customers and for employees, so we will continue to contribute to this change, which is taking place in our company. And we are very happy to see the evolving ways of working meritocracy, leadership styles, participation, work-life balance and the digital connect, among other issues that are discussed and defended.

Mr. Shareholder, you have 1 more minute.

Yes, I'm coming to the end, Madam Chair. Last year, we also asked about investing in the respect due to employees. It was an unpleasant series of actions. 3 years ago, we were not taken into account when we were all confined during lockdown. Other persons who had, had to step out were applauded, but nobody has acknowledged that we continue to work, and we were committed, but concerned, we were heroic either say, working with our customers. There has been no acknowledgment, no. We see how all can share, there is a lack of affection made manifest to banks and to banks employees. We would ask that you do your utmost to ensure that the employees of banks in general and Santander more specifically that we recover the place that is due to us.

Thank you very much. The floor goes to Mr. Francisco Javier Martin and then Mr. Max Carbonell, you have the floor, sir.

Good day Chair. My name is Javier Martin. I'm a shareholder and customer of the bank. And when I see the news, hear the news, read the news and any media outlet, there is a recurrent and worrying news, which is price increases because of inflation, the food, school material, fuels, everyone is talking about inflation. So my question to you, Chair, is what has Santander Bank done in 2022 to help the most vulnerable families who are suffering from these price increases?

Mr. Shareholder. Mr. Max Carbonell has the floor and then Mrs. Hema Amoros.

Good morning, ladies and gentlemen, shareholders, members of the Board, Mrs. Chair. I'm Max Carbonell, and I represent 24 shareholders, 117,000 plus shares. Once again, we would like to cast a spotlight on the relationship between the bank and weapons. How this funding makes you co accountable for the ongoing veneration of human rights and the death of thousands of persons? Allow me to talk about a conflict, which has killed many more victims than other wars, a war where there is 1 armed party. They don't need bullets because their enemies are not a threat. They are attacked, they lose their lives while climbing offense. And this is thanks to the weapons available to the armed forces, who cares about what happens to an immigrant? Who cares about the nearly 3,000 persons who have drowned in the Mediterranean just in 2022? Who cares about the 70 persons who died on June 24, trying to cross Melilla, who cares about them? Mrs. Botin, did you know that [ dual ] bank is #38 in the international ranking of armed banks, the first in Spain. Recently, Santander has funded practically EUR 5 billion money made available to companies that are involved in weapons and weapons building. As of 2019, Santander has issued bonds, EUR 54 million to Anos, a company that, among other things, ensures that [indiscernible], which is deployed on the southern border to intercept ships that transport migrants. How many victims have lost their lives? Also, loans have been made to the tune of EUR 75 million to the Alden Group. This is a company that is in charge of supervising the [indiscernible], inceptor and Melilla, where human rights are not upheld as Amnesty International, among other reports on. And finally, Accenture EUR 13 million for a company that has signed multimillion-dollar agreements among the biometric recognition, facial recognition, as Amnesty International sales makes it possible for the police to perform racist activity. So Madam Chair, members of the board, ladies and gentlemen, shareholders, your funding makes it impossible for these issues to be understood. We are very sorry to be raining on your parade, but you should be thinking about this when you take the money home.

Thank you. The floor goes to Mrs. Hema and then shareholders [indiscernible]. You have a floor ma'am.

Good day, ladies and gentlemen, shareholders, members of the Board, Chair. My name is Ana Mores, and I participate in this meeting on behalf of Armed Bank, representing 42 shareholders. Chair, I will continue to give some data on the financial relationship that historically, the bank has had with companies that are not only militarizing borders and countries, but also with companies that produce the most destructive weapons that exist, nuclear weapons. 51 countries have ratified the international treaty for the prohibition of nuclear weapons that explicitly for bids manufacturing development, acquisitions, storage and deployment of nuclear weapons. It also for bids assisting or helping in any way possible to carry out those for bidding act. Mrs. Botin financing these companies is a very clear way of assisting or helping nuclear weapons to continue to exist. Santander Bank leader in Spain in their relations with armed companies have issued bonds, promissory notes and loans to 6 companies that are related to the manufacturing of nuclear weapons. Boeing has received EUR 1.6 billion, which probably have allowed it to manufacture key components for missile and missile systems in the U.S. as a standoff as well as for nuclear bombs, B61, EUR 667 million earned up in Airbus the main contractor of ballistic missile, thermonuclear ballistic missile launch from the M51 nuclear submarine is also manufacturers cruise missiles for the French government and has received a contract to build new missiles that will be ready in 2025 with a reach of more than 500 kilometers. Also, other loans have been given to other companies that you finance like Safran known for building military electronics. They have received EUR 326 million, and EUR 468 million have ended up to Honeywell International company that is also becoming rich with nuclear weapons like the new U.S. intercontinental missile sentinel several models of nuclear warheads. And more data 14 are the times that the planet could be destroyed by the nuclear weapons that already exist in the world. I repeat 14. And 3 out of every 4 weapons could not be manufactured without the help of financial institutions like yours. I repeat 3 out of every 4 weapons. In the context where we live where world leaders are threatening with using -- you have -- your period has ended, you have another minute. And where the threat becomes more and more real, it become necessary than ever to demand the compliance with the prohibition treaty on banks like Santander Bank will seize too many -- to finance companies and manufacture such weapons. Chair and members of the Board. Today, we give you many figures, although we know the only ones that you're interested in are the ones that mean economic profits for you. But truly, we would like to know how can it be that you feel no shame or fear to contribute to the existence of nuclear material that can destroy the world. You talked a lot about environmental policies. Nuclear weapons are not green, are not sustainable. Ladies and gentlemen, shareholders, would help us to ask Santander Bank to cease financing these companies?

Thank you very much Cecilia Pilar and then Graciela Mendes, who see you. You have the floor, madam shareholder.

Good morning, Madam Chair, ladies and gentlemen of the Board, shareholders. I am Cecilia Pilar. I am President of Manos Unidas, which is an NGO with the catholic church in Spain for the development of countries in the South. And I'm here today and representation organization that has had a long relationship with Banco Santander as a shareholder and as a customer alike. And I need to say on behalf of all of us within Manos Unidas and perhaps more especially the persons whom we support every year, thanks to all of your good sales for your commitment towards those who have leased, who not in Spain suffer the consequences of poverty and hunger. But especially Madam Chair thank you because every year, for many years now, you provide financial support for development projects. And this money makes it to the furthest corners of the earth. All the Manos Unidas and our local partners are there many of them missionaries who spent their lives there, working with the most vulnerable persons. This Board has allowed it for 30,000 that we've sent to Syria a war of 12 years duration compounded by the terrible consequences of the earthquake in February, which left thousands of persons homeless and shelters. Manos Unidas for 64 years now has been working to put an end to hunger and poverty. And we do so by raising awareness here in Spain and with the funding of over 500 projects, which we launch every year in over 50 countries on 3 continents. These projects really are life-changing for over 1.5 million persons every year. And Santander is with us every step of the way, making this world a better place, which is why today, I wanted to take the floor and say thank you on behalf of Manos Unidas, thank you to all of you who have made this possible. Thank you very much to all.

Thank you very much. Madam shareholder, thank you. Now shareholder Graciela Mendes, and please Mr. Emilio Morales who will speak afterwards. Thank you.

Good day Chair Directors, shareholders, I'm Graciela [indiscernible]. I hold 4,998 shares. We come to the shareholders' meeting on behalf of a guy, representing small savers, shareholders and customers of Banco Santander. Despite the evidence regarding the obtention of windfall profits. You do not want to collaborate with the extraordinary tax, whose dollar impact is EUR 1.3 billion in 2 years. We remind you that the sector still owes Spanish consumers more than EUR 50 billion from the banking bailout. Although your institution has nothing to do with that bailout. But you still own shareholders from the former Popular Bank. Your institution is making great efforts not to pay the small and large shareholders of the ex Popular Bank. Despite the fact that the European Court of Justice has ruled that they must be paid, you're doing everything you can to avoid that. The amount you paid was very little. But this responsibility of taking over the bank should also be extensive to responsibility with the former clients of the Banco Popular. You have offered us nothing. Today, we want to establish a -- ask you to establish a dialogue to look for a solution for all of them. The Supreme Court seems to be applying the other rulings of the European Union and is ignoring other rulings regarding floor clauses issued by the same entity. On the other hand, with regards to the problems that we now see in the financial sector, Santander has preferred shares for a value of EUR 7 billion. And according to the agenda you want to issue more, do you have the necessary firewalls in case your capital ratio start to suffer? Thank you for your attention.

Thank you very much, Madam Shareholder. Now the floor goes to Mr. Shareholder, Mario Morales, and I would ask Mr. Jose Antonio Areata to prepare himself.

Good morning, Madam Chair. I'm Emilio Morales, and I have over 29,000 shares. And I have a question. You said that the priority is to work as a group and local banks, what is the benefit for local banks in belonging to a bank such as Santander?

Thank you, sir. Thank you, Mr. Shareholder. Jose Antonio Areata has the floor now, and then shareholder Clemente De La Cruz.

Chair, shareholders, directors, my name is Jose Antonio Areata. According to remarks and what I read in the press in recent year, Santander has participated in many energy projects affordable take and wind energy projects. And hand in hand with Santander, green invest again in their green platform, the work, the bank, according to specialist is -- the first investment bank of -- investing in these projects in recent years. Chair, we're very grateful that you're concerned about this and that you have become a leader in this energy transition. But nevertheless, I would like to know, even more so taking into account that from we've had work going on in Europe for more than a year, and that which has caused an energy crisis. Have you thought about changing your targets or maintaining your targets regarding green transition?

Mr. Shareholder. Mr. Clemente De La Cruz has a floor and then Mr. Jose Maria Lopes. You have the floor, Mr. Shareholder. Yes. Yes, you do need a microphone for interpretation purposes.

Thank you. Good morning. I'm Clemente De La Cruz, and I'm owner actually of over 28,000 shares. And my question is as follows: what has been done -- what will be done to avoid special taxes such as the most recent one that's been imposed upon us, which can lead to a potential weakening of our business, and which may also generate a lack of trust and confidence? This is a very special issue, I believe. This is a very serious issue. I think that we can't work freely in a country where taxes of this nature are suddenly levied. That's on the one hand. On the other hand, the financial business of Banco Santander, well, the image that is being passed is of persons who are not that friendly. We hear talk of usury. I think we've got to do something in terms of our image because that's not us. I think that something should be done to cleanse this image.

Thank you, Mr. Shareholder. I give the floor to Mr. Jose Maria Lopez, followed by Monica Delgado Fernandez.

Good day to all the attendees. Just as my predecessors, I come to this meeting. On behalf of the [indiscernible] the users -- Savings Banks User Association and in representation of small customers and shareholders. You have a green policy and you have made available to your investors many products to help them in their transition. This is not the typical greenwashing, we believe that so. But of course, under Article 9 of the CFDR regulation, our rating at the end of 2022 went down a notch because more data is necessary on investments that are deemed to be or labeled as sustainable. So we wonder, are you playing with the interest and concerns of your customers? Or of potential customers who would be interested in investing in green products? Is any excuse good to do business? So in a recent consultation, there was a possibility of eliminating remuneration systems that exist today. We encourage you to be pioneers and get ahead of the regulation to put an end to a system of incentives which gives more importance to making more profit than to satisfying the needs of their customers. The year 2022 has been very difficult for our Spanish consumers. Average wage increases for the country was 2% despite inflation was almost 6%. We must understand that this situation has affected you. Otherwise, we cannot understand why the item on the agenda that has more items is the one related to the remuneration of your directors. You have one of the highest remunerations of -- in Europe. You have turned your shareholders' meeting into place where you congratulate yourselves for the good results obtained in the past year. And -- but you don't think about the shareholders that cannot exercise their rights. We don't agree with the code of good practices. You decided to sign that. And -- of course, anything that you agree to cannot be good for all of your shareholders. Because in the code, there are some clauses by which the only ones that benefit are you. The people who take out mortgage have to pay more. Who is more profitable -- who is the code good for, you or your creditors? But you have an opportunity to solve the complaints from customers quickly, and that will give the sector more transparency. You no longer have arguments to defend abusive [floor] clauses. You don't have arguments to say that the expenses when one takes out mortgage should be paid by the client.

You have already used your three minutes. You have one minute more.

And I could go on and on listing the abusive practices as Spanish consumers have suffered for years. We hope that Santander will correct these bad practices. You have the opportunity to put an end to this. Wouldn't it be better to solve the claims of your customers before they go to court? Wouldn't this be a revolution towards much more transparent finances?

Mr. Shareholder. I give the floor now to Monica Delgado Fernandez, followed by Mr. Eduardo Martin [Duarte].

Good morning to all. Madam Chair, members of the Board, shareholders. I'm Monica Delgado. I am a shareholder since quite a long time ago. So I think that this is an explanation of how happy I am with the management of the bank. I actually participated in all of the general shareholders' meetings. And this time around, I'm a little bit concerned. I'm concerned because some banks are undergoing difficulties. We've heard about these banks and their difficulties and another shareholder actually refer to this issue. I have been the recipient of documentation from other banks, which explained why banks such as Credit Suisse or Silicon Valley Bank were at that point in that situation. Because management was not stable, because there was not enough financial control on investment. So a series of details and information that allowed one to understand that there were cracks in that business model. So this is the question -- this is a question for you, Madam Chair. You described in your speech the specificities of the bank's model. And I would like for you to allay my concern. And I would like it if you told me what the difference is? What is the difference? The Santander business model and the business model of all of these other banks that now find themselves in such very hot waters?

Thank you, Madam shareholder. The floor goes to Eduardo Martin Duarte. And Dr. That, Madam shareholder, Christina Cuadrado. Thank you.

My name is Eduardo Martin Duarte. I am a lawyer, I am a shareholder, and I come to talk about your management, and I would like to ask for the whole of the Board to be dismissed because Santander is one of the most corrupt institutions of the [indiscernible], but it is not corrupt per se an institution, it needs also to have corrupt managers and directors because all other ones who make the bank corrupt, helped by corrupt lawyers led by [indiscernible] And you corrupt judges and also with the help of journalists...

Mr. Shareholder, this Presidency will not allow any disparaging comments, unfounded criminal allegations at this meeting. Please make sure your presentation keeps to the items on the agenda.

Yes, I'm talking about your management and your reelection, Madam Chair. You, Ms. Botin, together with your brother [indiscernible] and husband Guillermo Morenes, and others participated directly with full knowledge in the Bernard Madoff fraud. You were warned about the fraud with your employees from Optima by Mr. [indiscernible] or Jonathan Clark, they warned you about this as well as the Union of Swiss banks. And they ask you to close the fund. Even so you continue to participate in this fraud after you and your husband met personally with Mr. Madoff in 2007, you created a landmark fund, which channeled fund of this fraud -- of this ponzi scheme. You defended Mr. Madoff in February 2018 Executive Committee. How could we call you? How -- what would the court say about this behavior? But you have also not paid any attention to my lawsuits about your reports. My lawsuits have not appeared anywhere. You have the obligation to communicate that you have been sued because that affects all of the shareholders in that trial, maybe the judge was paid. Maybe he was bribed. And Mr. [indiscernible] might have given false testimony. And of course, in Spain, Santander doesn't lose any case in court. It must be for a reason.

You have already consumed your 3 minutes, you have 1 more minute.

Yes, I'm finishing. And you falsify the proxies for this meeting as I have been told by one of the shareholders. We warned this so that the auditors from Pricewaterhouse who every year issue report can investigate this. You, moreover, Ms. [indiscernible] have been lying to every single shareholder since 1989 because you don't have a degree in economics. You have a degree in Arts and Science. And you're not even in the web of the university that you studied in among the people who have a degree in economics. Curiously, that degree in economics is not in the profiles of the -- in the U.S. bank's web. Are you going to pay for that indemnity or will the shareholders have to pay for that and suffer the consequences whilst you are becoming millionaire at the cost of shareholders with fraudulent operations like the [indiscernible] estate. In conclusion, Ms. [Botin], this is a farce. This AGM is a farce. Everything in you is false and fraud. The shareholders are maintaining you, please leave and give back all the money that your family has stolen from the bank. Can you answer now? Or do you need to read the answers prepared for you by your lawyers? Please answer your remarks.

I give the floor now to Christina, Cuadrado and next, Jose Manuel Galotti.

Madam Chair, shareholders. I'm Christina Cuadrado. I am a shareholder and the customer but especially, I am the Director of a foundation, which is called [indiscernible] small wishes. I need to say thank you. Thank you very much for the Christmas campaign, which was really, really beautiful. You gave us the necessary funds that allowed us to continue to grow and help little children who are sick and hospitalized and who need our help. I have to say thank you to the bank every year. It has been years of support. We have been the winners of Euros from your payroll in 2021. Thank you to the bank and its employees. And we've been very privileged because we've organized volunteer activities. And I have to say that you are absolutely essential if we are to continue. Together, we have made over 6,500 wishes has come true. This is 6,500 little children who have been strengthened in their fight for life. So thank you to the bank. Thank you to the employees. Thank you to the shareholders. This is our magic wand. It's a golden wand, and it makes dreams come true. And today, we'd like for the wand to be a red one. Thank you very much.

Thank you very much. Thank you, madam shareholder -- shareholder Jose Manuel Gale; and then shareholder Agustin Garcia. You have the floor, sir.

17,400 shares, I hold, and I can begin my statements. Without -- I won't say anything about what the previous shareholders said. But I don't say I agree with him. But I have a question for you. Why you tell us what is the percentage that you get from the branches? What is the percentage of the majority companies, out of the 177%, you have 3%. When I see that there's 66% and 64% of representation, I'd like to know what the representation is here? because I can only delegate one vote. Who am I going to delegate the vote to if you're all here. I would like that to be divided or to explain how that is divided, that 66%. And we don't have that much time now. So how can you tell us that everything is wonderful when it turns out that when you acquired the popular bank and paid the capital increase by 6%, now we're at less than that. So you see very clearly -- no, we've gone up 20%. Yes. But if last year, it didn't go up and the share was at EUR 3.07 and ended up at EUR 2.95. It started EUR 3.07 and ended up at EUR 2.97. So it didn't go up the share price. And then it goes up in April, but it hasn't gone up, the share price. We'll have to check that when the year ends, because from EUR 2.84, which compared to last year, we were at EUR 3.05. So what is that percentage? Your -- I think, you are misleading us because I don't see how that can happen. So my next remark is that you say that many -- that the press doesn't treat you well. There are so many people affected from the Popular Bank because the proxy you use certain mechanisms to get there, 90% in one of the AGMs was against your buying the bank, but you won. So how are we exercising our right to vote with the systems that you have set up, it's not possible. And how is the press going to say good things about you. That's impossible. You have all...

your time has ended. You have another minute.

So my question is, how is it possible that you say that the shares are going well? And my second question -- won't take me long. How is it possible that your Board gets a higher percentage, you say we're not being paid more. I think you're getting paid 2% more. And I don't understand the practice unless I didn't read things properly, but there is a company where you own 100% and you bought shares at a given price. I don't care whether you directly or indirectly are making more, because you are the ones who know why the share price goes up or down. So what is your stake in that company that is buying shares. A company that buys shares, you own 100% of that company. Thank you.

Thank you very much, and a good day to you as well. Mr. Shareholder, Aguzin SiMureno and then Madam Shareholder, Maria Jose Gimeno.

Good morning, Madam Chair. I'm Agustin Garcia. I have over 50,000 shares. And I am a customer as an individual and as a company. So I have to say thank you very much for your support after COVID. I have to say that the way that you organize the eco loans and after the eco-loans everything that I have done in my case, the branch, which is in El [indiscernible] in Pozuelo. It is true that despite the fact that we always try to do everything digitally, having a branch on hand is wonderful. It makes you feel safer when you're running all this paperwork. Well, I have a question about shares. My question is, in the upcoming days, if we see hikes, this is what happened after the Investor Day, remember, up to what price would it make sense to continue to buy back. Thank you.

Thank you Very much. The floor goes to Mr -- Madam shareholder, Mario Jose Gimenez and then Mr. Raul Gonzales. You have the floor Madam Shareholder.

Hello, I am a shareholder and customer of the bank, and founder and chair of an association that is called as [indiscernible]. We have children who don't have parents or who can't live with their parents when they're sick in a hospital. More than 7,000 children we help every year. I would like to thank you from here and take this opportunity to say that Santander not only invests in very interesting projects, but they also helped us as an organization. We are working in behavioral patterns, and we're helping children not to be mistreated in society. So your investments also have a social impact. So I want all the shareholders and the customers of the bank to feel as proud as I am that not only is Santander making money, but they're also taking care of society, where many children suffer and you are preventing many children from suffering with your contributions. Thank you.

Thank you very much, Madam Shareholder. The floor goes to Mr. Shareholder, Raul Gonzales You have the floor, sir. And then Madam Shareholder, Rosa Maria Paris.

I am Raul Gonzales, and I represent over 100,000 shares. Ever since you launched your plan, Santander is doing better than others. But what would you say about the financial system in general? Thank you.

Thank you very much. Mr. Shareholder -- Madam Shareholder, Rosa Maria and then Mr. Shareholder, [indiscernible].

Hello. Good day. My name is Rosa Maria Garcia. I'm a shareholder, self-employed. I own 29,000 shares. And my question is following. First of all, congratulations for higher shareholder remuneration that we've seen in past years from -- to almost EUR 4-some billion. So my question is, how -- what can we expect in the next 3 years in your strategy plan? What can we expect in terms of shareholder remuneration? Thank you.

Madam Shareholder. Mr. Shareholder, Miguel [indiscernible] and then Mr. Shareholder, Ruben Kubakubo.

Good morning, Madam Chair, Board, shareholders. I am Miguel [indiscernible], I own 57,000-plus shares. And let me first say congratulations to the Board. Thank you very much. Record-breaking year, over EUR 9 billion in profits. But despite these excellent numbers, I have to say, frankly, that the dividend that has been paid out EUR 11 is really not sufficient. Other banks such as Banco de Bilbao, EUR 43, which is about 4x that amount. I furthermore know -- well, this is what I've read in the economic specialized media that there was going to be a bonus of EUR 500 million, which represents 5.19% of profits to be distributed. I think this is exaggerated. Other banks such as BBVA, EUR 39 million bonus goes to managers, which is 1.07% of profits or CaixaBank, EUR 33 million, which represents 1% of the profits earned. So I would say that this is not a good deal for shareholders. Shareholders are, I believe, the ones that should receive more money. And then there is a request to issue up to EUR 10 billion, which is a dilution of the share value. It is not to be understood that we're talking about buyback programs, such as the ones we've heard of, and then we hear EUR 10 billion. Madam Chair, it doesn't make sense. Members of the Board, it doesn't make sense. Please think about this and don't try to pull our legs. Yes, management is good, but not the bank -- but management of the shareholders is not good. The bank belongs to the shareholders. Thank you for listening.

Thank you, Mr. Shareholder. Mr. Shareholder, Ruben Kubokubo; and finally, Mr. Shareholder, Miguel [Angel] You have the floor, Mr. Shareholder.

Hello. Good day. First of all, good day, Chair, Board of Directors and shareholders. I represent 2,191 shares, and I represent a company that has 400,000 shares of the bank. First of all, and before asking a question as a shareholder, I'd like to make a remark as a client of commercial banking. In Spain, we say that people are known in bad times. I can say the same thing about your bank. At the worst time that we had as an institution, the bank has responded very well. We have no complaints and you have helped us in all our projects. First of all, from the branch for corporate [indiscernible] and in the territorial office of Madrid. So I wanted to congratulate you for your professionalism. Congratulate all your employees, and also from the human point of view because at very difficult times your employees know how to listen, understand this and help us. So my question now. The bank has made huge developments in global business. And you are very strong in private banking and commercial banking. And now you're going to focus on banking for individuals. What plans do you have to approve the services provided to these individual customers? Thank you.

Thank you, Mr. Shareholder. Finally, I give the floor to Mr. Miguel [indiscernible].

Good morning, Madam Chair, members of the Board I've seen your ESG strategy, and I understand that one of your main objectives is inclusive growth. And this supporting those areas where you have a presence in the fields of employability and education. I'd like to know how you're actually going to go about achieving those objectives. Thank you beforehand.

Thank you, Mr. Shareholder. I declare the period for presentations by the shareholders to have ended. I also remind those attended remotely that no more presentations may be set. The Secretary now has the floor.

Yes. There is somebody who has to participate as representative of a shareholder who have registered personally as an attendee in this meeting. And that means the revoke of the representation according to Article 185 of the Capital Companies Act and of our bylaws, and Article 8 of the regulations of this AGM. And this is the reason why this person has not be called to take the floor. In relation to the share capital reduction approved under Item 7D on the agenda for the ordinary general shareholders meeting of April of 1, 2022, I hereby inform you that on February 1, 2022, within the framework of the shareholder remuneration policy, the Board of Directors approved the implementation of the aforementioned share capital reduction in the amount of 170,103,286 shares for the cancellation of the 340,406,472 shares acquired within the framework of the buyback program carried out between November '22 and January 31, 2023. The share capital reduction was authorized by the European Central Bank on March 15, 2023.

We now continue with the meeting but in view of the large number of presentations received, I ask you to wait until we properly prepare any required comments regarding the main issues raised by the shareholders. In the meantime, we will show you video, which I am sure will be of interest to you. [Presentation]

It is hereby stated for the record that a total of four presentations have been received from remote attendees pursuant to the provisions of the Section 182 of the Spanish Capital Corporations Law 34 of the bylaws of any other request for information or clarification made by remote attendees could not be answered here. It will be answered in writing within 7 days by e-mail sent to the address indicated by the remote attendee 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. I will now provide an answer to those shareholders who took the floor at these premises during the presentation period, and also through the remote attendance application.

Mr. Shareholder, Miguel [indiscernible] and team, who asked about dividend 2022. First, let me say that as of 2014, and as I described, we have multiplied by 4 the total dividend to our shareholders. Our shareholders are going to receive EUR 3,800 million or EUR 3.8 billion from 2013 to 2022. Profits went from EUR 3.7 billion to EUR 9-plus billion. And these numbers, I think, are very telling regarding the strength of the model apart from the management performed by teams. The current dividend we proposed as well as the second buyback program, which is already being executed over 70%. As I said, the total amount -- the total amount I repeat is of EUR 3.8 billion plus, which is approximately 40% of ordinary profits or underlying profits, which, as you know, will be distributed approximately half cash and buyback, which I mentioned before, is EUR 1.1 billion in 2014. So the total amount for '22 was EUR 0.1178 per share, and this is an increase of 18% that we compare with last year's numbers. This profitability plus buyback, is in excess of 8%, considering the current share price. The second question, Mr. Alfonso [indiscernible] who asked about the strategy and talked about the main points of the strategy. Once again, in October 2015, when we presented our first strategy plan, we focused on customers -- focusing on customers, loyal customers and doing things in simple, personal and fair manner. Today, the essence of that strategy continues to be the same -- by focusing even more on the customer as our CEO said. Number two, our business model, the strategy and the focus of our strategy is focused on strengthening our competitive advantages, which are being customer-centric, our global scale combined with our scale at local level and local leadership. And also as a location of capital that is very rigorous and a culture, and a way of doing things that is different that allows us to attract and retain the best talent. Once again, in terms of what we're focusing on our priority is for all of this to make us the most profitable bank in every single country where we operate. The transformation of our business as the CEO detailed because we want to be a digital bank with branches powered by the network of branches. Once again, simplify, automate, cost savings and improving the customer experience so that our teams can spend more time on commercial activities, and serving our customers and clients. The next question, Mr. Shareholder, Julian Garcia. He referred to the uncertainty in the financial system and wanted to know whether we would then reassess the objectives that have been set forth. Let me say that doubtless, these have been weeks of volatility in the markets, this began in the United States, and there have been instances in Europe. But I would underscore what I said before. This is not problem that affects the financial system of regulated banks. This is the problem that has affected very specific entities. This has affected prices and others. But I want to underscore that today, the regulated system, in other words, banks. This is a robust system, which is stronger today than it was back in 2008. And as I also said, in my address, we underscore what our objectives are for 2023, which we announced in January. And what is happening now, I think speaks for the solid nature of Santander, a bank that is diverse, a scalable bank, a bank with a business model which in times such as these is perhaps even more valuable. So I repeat that, yes, we are absolutely certain that these are the objectives that we are setting out for the year. [indiscernible] referred to several things. First of all, to the Board remuneration. In that regard, Santander is an international bank with footprint in the markets and attributable profit of more than EUR 9.6 billion, almost 200,000 employees. And as a listed company, therefore, the remuneration of the Chair as well as of the Board are in line with their peers in size and complexity and significantly below its U.S. peers. Remuneration for Executive Directors is in line. The total amount for shareholders as an annual amount for belonging to different committees and per DMs was EUR 4.7 million. That is 22% lower than the maximum amount of 6 million agreed to by the AGM and lower to what was paid in 2021. In 2022, the Board decided to maintain the same fixed remuneration for the Chair and CEO as in 2021 was for the rest of our group, it's growing at 11%. And another very important thing for shareholders, the remuneration of executive directors as a percentage of the ordinary profit has fallen 52% since 2013. 52% lower than in 2013. In terms of the annual bonus, it's subject to financial and nonfinancial metrics, out of which 31% correspond to customer metrics and 70% to Optimera metrics. The variable remuneration is linked to long-term targets which are linked to the interest of the shareholders plus 60% of the variable remuneration, including the part that is not subject to long-term metrics is paid in part in shares and -- share options for a period of 5 years. So their value is also affected by the performance of the share price. Based on these metrics and despite the record profits in 2022, the remuneration of the Chair as well as of the CEO have fallen by 4% and 1%, respectively, whilst the remuneration for the employees has increased. The next question from the same shareholder was on the remuneration of the other employees. And Santander Bank pays competitive salaries at all professional levels. We have social benefit packages and complementary packages that significantly improve what is included in the collective boarding agreement for the whole personnel. And to say that remuneration is in line with market standards because we want to attract the best talent. We compete not only with banks, but also with technological companies that pay very much. And finally, the remuneration of our banking executives is subject to stricter regulations than what is applied to other sectors. She also referred to the commercial in our policy of the targets that we set for our employees. And I would like to take this opportunity to thank all our employees who every day make huge efforts to better serve our customers and who always go beyond what we could expect from them. And without them, we would have never reached these results. We continue to work very hard this year to speed up the cultural transformation. We want to do our processes simpler, facilitate the work of our teams so that they can better serve our customers, reduce operational loads or burden so that we can spend more time on serving our customers. We have carried out several initiatives. We have reviewed our commercial practices. We have reduced the number of meetings. We have also implemented -- we had it, but we improved the continuous listening system, which is called the hear your voice, so that we know exactly what is happening and be able to react. And regarding the commercial objectives, our values, our principles, our culture, make it unacceptable to have commercial pressure. As you mentioned, the management staff [indiscernible] don't adapt to our corporate behaviors -- are not accepted. All our employees have an open channel to report anything -- any conduct that might not be aligned with our corporate culture. You also referred to the equality plan. Undoubtedly, this is something that concerns all of us. We will continue to make progress in this regard. And Mr. Andres Boticario Martinez and other shareholder said that last year, we said -- I said that we were going to do more in this regard, and we have. And it's very clear to us that a diverse team is what makes us make better decisions, apart from being the right thing to do. And we have won a diverse team that shares the values and behaviors that we want to have to the bank. 54% of our staff are women. More than 29%, 99.3% have positions in top management. And this is correcting the salary gap because part of the gap is because women are not in top position. So we continue to work on that. And we've set ourselves a more ambitious targets. We hope to reach 35% of women in leadership positions, managerial positions in 2025. Equally, we know that in the Board, this is important. And today, 40% of our directors are women. As was mentioned and in agreement with the trade unions, we signed an equality plan to implement all these measures. And I'd like to thank the trade unions for reaching these agreements with us. This is how we want to always proceed. And in terms of wage increases, on November, we reached an agreement with the IAB and the main trade unions for an increase of 3.25% for banking employees at the end that ended up in 1 25, and all professional subject to this banking agreement will receive an increase of 4.5% in their salary. There are other advantages to be in the banking employee, like different advantages if they want to take out a loan, for example. And we also adopted several measures that has been agreed to with other countries as well. And we hope that these measures will, at least, in part, offset the impact of inflation in our associates. And undoubtedly, as Mr. Andres Boticario Martinez said, I think I already his answered this question. But I totally agree that our teams have done an excellent job. In fact, we were considered as an essential service during COVID. And I'd like to acknowledge the huge effort that was made during that period by our staff. Boticario, and I believe that I have responded to your questions and comments. And the next question by Mr. Shareholder, Francisco Javier Martin Sanchez, who asked about what it is that we're doing to help families who are more affected by that, which is happening with regards to inflation. Our answer would be is that we're definitely putting a spotlight on this. And I said in my speech, we're trying to [indiscernible] the effects at least only partially the effects of inflation on our clients and customers. We're very sensitive regarding price increases. We have different measures in place depending on the country because the circumstances are different from one country to the next. And what we try to do is adapt. But in any case, we do have programs in place, which include extensions. In Spain, we have continued to help families undergoing difficulties, in order to face with mortgage payments, we have a new version of our code of good practice. This is in accordance with current Spanish legislation. And we also have participated in the Social de Vivienda for housing purposes, so there are houses or housing available at affordable prices. And in the United States, we've also been very active in the field of housing. We have inclusive communities. That's the name of the project in the U.S. And in other countries, we also have programs in place to provide assistance to persons who are facing difficulties in paying their debt. Next, Mr. Shareholder, Max [indiscernible], he made a reference to the bank's policy with regards the bank's funding of weapons builders. I have to say that we don't care only about profits. Of course, we're very interested in profits, but it's not only the what, it's also the how. And I think that we have provided a granular response regarding the fact that this is not just words. This is something we've been doing for many, many years. So yes, our job is to be profitable. It's our job, we do our job, and we do our job always as best as possible, aware that we are accountable. The bank believes that the social and environmental facets are absolutely essential when we analyze risks before we take any decision when we're thinking about funding different operations. And we have policies in place in all of these sectors, including the one you've described weapons and other sensitive areas, defense. We reassess our policies every year. They are available on our website in order to understand that our practices are adequate and appropriate. All of our actions comply with our defense policy, and we turned down those potential operations that do not comply. All participation of the group with regards to manufacturing, selling of weapons and technologies comply with international conventions that are most demanding and with nonproliferation treaties. But furthermore, we focus on the fact that funding does not go to countries that have not ratified the charter. We've heard comments also about some customers. And here, because of reasons of confidentiality and privacy, I cannot provide any information. Madam shareholder, [indiscernible], I believe that I have answered right in the response I gave before. And Mr. Shareholder, Cecile from [indiscernible] I have to say here also in reaction to Madam Shareholders, Christina [indiscernible] I have to say your words of thanks for the bank's collaboration, I have to say thank you for your kind words. And I also have to furthermore say that we believe that doing the right thing is absolutely fundamental. It is the best way of ensuring that we really be profitable in the [indiscernible] apart from being the right thing to do. I said before, profits matter, but it's very important to contribute to communities, and it's very important that some of these profits are returned to the community. This strategy and the fact that we can give foreseeable and growing returns allow us to foster this sustainable growth. This is very important for the community in general, and that is part of our mission to contribute to the progress of persons and companies. We collaborate very actively with NGOs and entities such as yours, the three who have taken the floor here. And I have to say something which I think is a very important, some is actually are the result of contributions from our employees. Euros from your payroll is how the program is called. It's not a decision we take at a top management level. No, this is the professionals employed by the Santander who decide that they will contribute from EUR 1 to whatever amount they want and the bank will equal that amount. I think that this is important because this furthermore, allows us to collaborate in a way which I think can be described as more extensively and which really does engage the team. I have to add that well, we've seen a campaign launched and Save the Children also, we want to help those persons affected by earthquakes in Turkey and Syria. Make a wish also, we're one of the winners for euros from your payroll, and we were with you. I have to say that what you do is absolutely fantastic. And we launched a solidarity campaign with investors. This was very, very successful among shareholders. And finally, also being one that contribution, I have to say that what you do is absolutely wonderful. You accompany children who are alone and ill in hospital. Thank you for your kind words, but very especially, thank you for your contributions to society.

Next, it was Madam shareholder, Graciela Mendes.

I want to say that, first of all, regarding the losses suffered by bondholders of the Popular Bank and shareholders of Popular, which I'm very sorry for, I want to say that Santander has no liability at all in this manner that the decision to resolve the Popular Bank was made by European institutions that it was the single resolution board that decided to do the resolution and auctioning of the bank when the Popular Banco declared that it was no longer viable. It was awarded following the process established by the authorities. It was a Board of Popular that decided that the bank was no longer viable because they not face their commitments, and we ourselves saw that situation for ourselves because we had to inject liquidity the following day, liquidity of EUR 13 billion apart from the EUR 6.8 billion of a capital increase that we did next and another subordinated loan of EUR 150 million that Santander granted Popular. So the European authorities have decided that they cannot sue the bondholders and shareholders. She also mentioned the issuance of securities that are carried out with every single guarantee. That is a reinforcement of our capital after the crisis of 2008. We all -- all banks do this. And that is additional capital to what we call core capital of CET1, which is in excess of 12%.

The next shareholder to take the floor was Mr. Amalia Morales. And he made a reference -- this is another question about strategy. He referred to the importance of global business and how global business help countries.

Well, again, one of the ways that we have of improving our profitability is by bettering collaboration. This is what we call the combination of local and global scale. It involves sharing best practices, all the way to building common platforms. We are at different stages in the achievement of the strategy, but this is fundamental for us. It's going to be something the new CEO is going to focus on as he explained in his address. And we believe that, again, this is a unique model. There are not very many banks, there are actually very few banks, that are global and market scale. We have 2 global models, which are very developed, Corporate Banking and Private Banking and Insurance and others, which are advancing in a very positive way. And this is where we would see the root of that improved profitability.

The next question came from Mr. shareholder, Jose Antonio Arita Cabot de Alba, who referred to responsible banking, more specifically to the target of energy transition.

As shareholders know, our social corporate responsibility policy tries to collaborate or we try in the bank to help society face global challenges, but also connected with what we do as an institution and generate profit with a social impact. Climate change is something we're very much involved in. There is something that we've seen very clearly with the war on the Ukraine, which is that this transition has to be carried out fulfilling 3 objectives. First of all, the transition. We all want to do the transition. That's what we need to do for the planet. It's also a great opportunity. We have teams that work on energy transition, one of the best of the world. We are one of the leaders in the financing of renewable energies, have been so for the past 15 years. Last year, we were #2 in that ranking. And this energy transition must be financed. Not all companies are big, not everyone can afford to do the transition if we don't help them. So the transition has to be affordable for everyone. And thirdly and very important, it must comply with energy security criteria. And therefore, this is a way that we are approaching this, which is absolutely fundamental for the planet and for the Banco Santander. And it's very clear to us that we need to invest in this. And I could give you lots of data. We mobilized EUR 91 million in green financing from '19 to '22, that we've reached EUR 53 billion in socially responsible investment. But I'd like to insist on these 3 concepts, which I think -- which we think are fundamental.

And the next shareholder to take the floor was Mr. Clemente Dela Cruz Sanchez. And he made a reference to 2 issues: taxes and image, the image projected by the banking sector.

As to the perception of banks -- and by the way, other shareholders have made a reference to this perception. We are 200,000 persons working in the bank every day. And I like to say, at the end of the day, when you talk about the bank, you're actually talking about these persons about how we work every day. And I must say that I feel very proud to be at the head of a team such as the Santander team. We do everything we can to do our job the right way every day. And when we don't, as I said before, there are mechanisms designed to correct those actions. And I think that this is the best way of ensuring that our projected image is better. It is difficult in some cases, I know. And I would add, by the way, that we collaborate with the governments of the countries where we have a presence precisely to ensure that initiatives launched actually return to the country, every country where we have a presence because at the end of the day, this is the joint interest. We want the countries to do well. And we're going to continue to strive to ensure that the activities we carry out are known. But I insist once again, the best way of doing this is by doing our job as best as possible. And I afterwards will say thank you to some shareholders who have thanked our teams because that is important. As to taxes now, taxes, an interesting chapter. Ensuing January earnings, I went on LinkedIn, and I said what it is that we do. In other words, profits before taxes, Santander 2022, 1/3 of profits before taxes went to pay taxes. Another 1/3 went to fund the economy, so capital -- so that we have more money for credit, for loans. And another 1/3 went to shareholders. What I mean to say is that in 2022, what were the taxes and others, we have deposited EUR 9.7 billion, EUR 9.7 billion, the world over. We understand that governments need to levy taxes. We understand that. But what we want to say is that all companies should be taxed equally. The banking sector pays high taxes, and this is not only in Spain. It happens in many countries. But as it happens in Spain, normal taxes levied on banks are 30%, whereas companies, other types of companies pay 25%. And I'm not going to talk about other types of taxes, taxes on deposits and other, as I say, taxes. But taxing back on revenues is not the way to help the economy. It's actually counterproductive. We said this. We calculate that this new tax is going to be EUR 50 billion less for credit. It's bad for millions of shareholders, for investors, for confidence. It generates legal uncertainty. It affects valuations. Some have asked about share price. But I need to end by saying that the European Central Bank and the International Monetary Fund have published very clear reports insisting that this type of attacks in the case of ECB is not advisable. I'm saying this gently.

Next shareholder was Jose Maria Lopes, who referred, firstly, to green investments.

I think I already answered that. Our vocation is to help our clients in that transition. I want to underscore that. We cannot paint the world green or brown. We need to turn brown into green and accompany our clients in that transition. Regards to remuneration of our employees with our objective plans, we want to guarantee good sales level but also protect our customers, avoid conflicts of interest. I think I already answered about the remuneration for our employees. In terms of the code of good practices, in all countries, we have different measures in this regard, and we will continue to support families. I already mentioned that. And the authority to -- that defends the financial customers, the ombudsman for financial customers, well, for that trust is absolutely necessary. So we need to serve our customer as well. And the number of claims presented to our customer service department allows us to say that, generally speaking, our customers are satisfied with the products and services that we offer them.

The next question is from [ Monica De La Cruz Fernandez ]. She also made a reference to the issue of uncertainty and uncertainty in the financial system. And specifically, she asked about the differences between Santander and other banking entities, the other entities that we have been hearing about in recent weeks.

Well, again, as I said before, I need to insist that Santander's model is very robust. I gave specific pieces of information. So first, our model. We focus on the customer. We do not concentrate customers, markets. No, we have 160 million customers. This is definitely a strength, which sets us apart from other banks, specifically some of the banks that have made headlines these past few weeks; diversification, which also allows us to generate profits before provisions. This is very stable, and this is a bulwark in times of uncertainty. It was back in 2008. It continues to be the case now. Of course, caution when addressing the balance. I've talked about liquidity. 20% of the total of our amounts are deposited in central banks. 80% of that is retail. So I have to insist that this is very important, and this does actually differentiate us from others. We also have continued to fund the economy in difficult times, during the pandemic even. I think this is very telling of the strength of our business. And I think that at the end of the day, we have reiterated what our objectives are for '23 despite what we see happening around this is solid proof that our model is different from others.

And the next shareholder was Mr. Eduardo Martin Duarte. We know your traditional remarks against the bank. This dates back to all disputes where the courts have dismissed your cases. But every year, he comes up with new occurrences that have nothing to do with the issues that concern the shareholders.

First of all, we rejected every single one of his statements. They're all false statements. And it's a -- he has a strategy that goes against the interest of the bank shareholders. With regards to his reference to Optima that we know if, there is no lawsuit filed against any of our directors. You filed the lawsuit, which was dismissed by the court and you have to pay for all the costs involved. The fact that the outcome does not -- is not in line with your interest does not mean that you can accuse us of these false things. So your lawsuit was dismissed. This is why we haven't reported it because it did -- never existed. And we always abide by the applicable regulations. With regards to Mr. Orcel, every time we went to court, we have obtained important results. Now we have to pay less than originally. And our arguments will be heard by the Supreme Court. And if not, you will be able to see the costs of this case of Mr. Orcel when it reaches the Supreme Court and it decides.

The next shareholder to take the floor was Christina Cuadrado. I already responded to her by thanking her words. And then Mr. shareholder [ Jose Manuel Galeote ], who made the reference to the delegation of his vote. He asked firstly or rather he referred to votes.

The bank deems that the cards and the intervention are fully in line with our legal mandate and are in line with practices in listed companies, which compare nationally and internationally, and this is what the courts have said. And more specifically, I inform you that delegating in the Chair is an institutional delegation, and the Chair does not have to request the delegation. And the system is in line with the CNMV's instructions as well as delegation in the Secretary General is aligned with rules and we see specifics as approved by shareholders.

A reference was also made to representation or what is the representation or rather delegating in the Board?

I think it is 66.0% this year -- 60%. And the part that was referred to about remuneration of the Board, this has been responded to as well as issues regarding Banco Popular. And as to shares and dividends, I believe that those questions have also been dealt with.

Next shareholder was Mr. Agustin Garcia Moreno, again, asking about dividends and specifically share buyback.

I would add that over the past 2 years, and this I also included in my address. We have been buying back practically 7% of shares. If you think about the current share price, this is an exceptionally good way to generate value for shareholders as we continue to have the necessary elements to continue to invest. And as I've said before, buying back our own shares at less than book value is a wonderfully attractive investment alternative. It means that you're going to be achieving returns well in excess of our cost of capital. And this is why many institutional shareholders and some minority shareholders love this formula. And it's very easy because buying back shares means that there are fewer shares. Therefore, the economic wherewithal of each grows. And I think it's worth our while to think about this. It also, I think, is a mirror image of how the Board believes in the business, the strength of our model, the solid nature of earnings and the value, therefore, of our shares.

Madam shareholder, Maria Jose Gimeno. I think I have also thanked her for her words, and we're happy to continue to collaborate with them. And Mr. shareholder Raul Gonzales Perez also referred to what has been happening in these recent weeks in the financial system. He was very specific in his remarks on the situation of a financial system in general.

Once again, the financial system -- and I always say that the regulated financial system that banks are a part of is robust and much stronger than it was in 2008. Capital ratios, leverage ratios, liquidity ratios that we are required to meet are much stricter than back then. And more specifically, in the case of Santander, we're very much above, exceeding in many cases, these minimum capital and other liquidity, et cetera, requirements. I've said it several times, but I think it's worthwhile repeating, we have EUR 200 billion deposit debt in central banks. That's about 20% of our deposit base with 80% of deposits, retail and insured -- and secured. Our portfolio is more diversified recent with an average duration of 4 years. And we went into this new phase of interest rate hikes in a very good situation for all these reasons.

And the next remarks were made by Jose Maria Garcia Perez also asking about the dividend and how much can we expect to collect in future years.

Well, the answer is we hope more, doubtless. I think that it's important also to underscore the increase that we've seen as of 2014 until 2022 from EUR 1.1 billion to EUR 3.8 billion, EUR 1.1 billion to EUR 3.8 billion on '22 results. We do not talk about absolute numbers. We talk about percentages of profits -- our yearly profits. This remuneration policy, including the buyback program, reflects our certainty regarding our results. A few weeks ago, we went from 30% to 40% in that percentage. On the basis of our forecast regarding profitability that we have detailed and that we shared during Investor Day, we want a return on tangible capital of that amount. And in the first semester, if we exclude the Spanish Banking Tax, it will be about 15% this year. So if we make good on these objectives, which we believe we will be making good on, the dividend should grow, should increase. And of course, we always look at dividends per share.

The next question was from Mr. Miguel Anhel Arias who also asked about the dividends policy and capital increases.

Thank you for your comments. On behalf of the team, thank you for congratulating us on a job well done. And when we talk about bonuses, I think that we've answered that, bonuses for management. And as to the other 2 questions specifically, these are 2 very different issues. Delegating on the Board to issue securities -- convertible securities is in accordance to the law, and the shareholders have approved this for the last time in the last shareholders' meeting. And why did we ask for this authorization? To equip the Board with the flexibility to issue securities so that we can take advantage of markets in better conditions to better manage the bank. And the agreement would only entail the issuance of shares in case convertible securities were issued, and then those would be converted. And in the past years, this delegation to the Board has only been issued to issue securities are contingently convertible. That means that that's a new capital structure that was approved after the crisis, and that allows to optimize the structure of the bank without having to issue further. And on the other hand, in Item 5, we submit to [ your ] approval a capital increase to amortize the shares buyback by the bank so we can amortize the shares that we buy in our buyback programs. That's within the context of remuneration to the shareholders with the earnings from 2023 and have been to -- being able to do this without having to convene a shareholders' meeting to do so. These are different agreements. Their purposes are different, and they share the aim of looking for the best return possible for shareholders.

The next remark was from Mr. [ Ruben Kuhoku ], who also referred to the strategy.

Thank you for your remarks. On the -- our team in commercial banking, we're very proud of our team. And thank you for your remarks. I will congratulate them on your behalf. I'd like to answer your question. And as I said earlier -- he said, and he's right, we have made more progress in transversal models, in corporate banking, private banking. We've made a lot of progress in auto and payments, but in the business where we can do even more and better for customers but also for shareholders is what we call one transformation that the CEO explained in detail. And that, undoubtedly, is a great opportunity and it is what a significant part of the improvements and increases at the bank are dedicated to or will be dedicated to in the future. We can tell the story in many different ways. But the idea is to do what we've always done in banking but in the digital era. It's a digital bank with branches. We serve customers who expect and demand things differently in this new era, but it will allow us to reduce the cost of serving customers and will improve the customer experience. And it will allow our associates to spend less time in operational tasks and spend more time in commercial activities. This is not something that we haven't already done in some countries. We use Portugal as the model to follow. We have other countries like Chile that -- where this is very much advanced. The digital part we tested in Openbank, our digital bank, with already 2 million clients in 5 countries, Spain, Portugal, Germany, the Netherlands and Argentina. And the front end, what the customer sees is our platform, our platform. And the first country where everything is going to be combined is going to be the U.S.

And this will combine with our back-end platform that we also developed in-house. Once again, this is a very ambitious project. Obviously, we will be certainly focused on this, and we will -- we are certain that we will succeed.

The next question was from Mr. Miguel Hernandez, who also asked about responsible banking and inclusion in those parts of the world where we operate.

I've said already in detail the assistance to vulnerable families. But I have to say that this is a wonderful opportunity for the bank. In Latin America, there's over 100 million persons who do not have access to financial services. But I have to say also that with our programs, we've empowered nearly 12 million persons as of the year 2019. But only in '22 have we issued EUR 900 million -- we've granted rather in micro credits EUR 900 million is the amount. I have to say that this is an achievement of many persons, but we believe that this is the right thing for us to do as a bank and it's something, furthermore, which has very much to do with our activity. We continue to back education, employability and entrepreneurship. And I again will underscore what we, I think, hinted at before, which is reaching out to the communities where we operate what is most important is that we create thousands of jobs. 200,000 persons, families live thanks to income generated by their work at Banco Santander. These are huge numbers. And I have to say that I think that this is a tremendous contribution to communities.

Very good. I now am going to make a reference to remote comments. There are 3 comments or questions. Mr. Shareholder, Juan Prieto, who made a reference to remunerations and to the Executive Chair.

First, he has addressed the issue of the remuneration. It's in line with the local market. The number of meetings that we hold is more than the average in listed companies in Spain. This is information which appears in Spencer Stewart's report because of our size, because of the rules and regulations that we are subject to, performance, of course, calls for more time. The remuneration of the coordinating or lead director, it is in line with the corporate structure and governance structure. He furthermore holds the position of chairs of the remunerations and nominations. He meets with investors the world over personally. They share with him their vision regarding our corporate governance. Therefore, remuneration is in accordance with the responsibility inherent to his position. And in our annual report, you will see specifics regarding the activities carried out by our lead director in 2022. Regarding the Executive Chair, the fact that this is absolutely possible, according to the European Banking Authorities as well as Basel committee, which recommends a high level of independent directors with the lead director, both circumstances are met. In our Board of Director, we have 10 independent directors out of a total of 15 and a lead director, which plays a key role in this governance structure. We believe that the structure that our governance model with a CEO and an Executive Chair is appropriate for the size of the bank for achieving our goals and for the plans we've set ourselves for the future. In 2022, moreover, we took some steps in terms of limiting the roles and -- or described the roles and responsibilities of the CEO and of the Executive Chair. We have defined control safeguards. And this is another step in this commitment to meet the best governance practices. And you can find in the annual report all the details about the separation of functions of the CEO and Executive Chair as well as of the role of the lead director.

Another shareholder to address this by remote is Annabelle Susan, who made a reference to the climate change policy and with regards meat plants in Brazil.

Well, for privacy and confidentiality reasons, I cannot talk about clients, but I will say that we have very clear policies that address the kind of behaviors we look for and expect. We are accountable and responsible in everything we do. We need to think about mining. We need to think about metallurgy, the soft commodities and the funding thereof. It is forbidden to invest in the provision of financial assistance. Santander and Santander Brazil, of course, which is one of the group's leaders, has a strong commitment with this agenda. And in our report, you will see specifics. But as to deforestation in Brazil, Santander has a robust framework, which includes the yearly reassessment of over 2,000 corporate client always keeping in mind ESG standards, including main producers, soybean, meat producers, especially focusing on the supply chain. When -- should we see any illegality, Santander Brazil has the wherewithal to demand repayment of debt. All requests for loans by agro, not only in the Amazon, are double-checked to see whether there is an embargo in place because of deforestation, not only the property itself but neighboring properties. And as of the first quarter of '22, on a daily basis, we analyze possible indices of deforestation even before administrative sanctions are imposed, and we have mechanisms in place to actually perform the supervisory activity. This happens throughout the life of the loan, and properties are examined and studied in order to ensure that indigenous lands are not occupied. Santander Brazil has an ongoing dialogue with authorities, not only from Brazil but at a group level and in other countries, addressing the issue of deforestation. We furthermore collaborate with the Brazilian FEBRABAN, the Banking Federation. And often enough, we are actually the leaders in setting forth good practices when we talk about funding deforestation and meat activities. In December, we were the first bank to join innovative finance for the Amazon initiative. This is an initiative that seeks to accelerate the funding for sustainable production and design the necessary means to ensure that it's possible, farming loans, investment funds, corporate debt instruments and other offers from capital markets.

And finally, now -- no, no, there's 2 more, not finally Madam shareholder [ Christian Helga Holtz ] also about remunerations.

Firstly, thank you so much for your remarks on the high level of transparency in our financial statements. And as you know and I said so in my speech, transparency is one of the main -- our main goals at all times and for every single subject. Regarding the remark on the remuneration of the CEO and the former CEO and Chair, they're much too high. But I already said this, they are in line with their peers in terms of size and complexity. And we operate in the Americas as well and the -- our remuneration is clearly below those of our peers in the U.S. On the possibility of adjusting the remuneration of executive directors by 20% where you think it's excessive, I'd like to say that this is a possibility that the Board has to guarantee that the remuneration adapts to business requirements, to the circumstances and the macro setting and that it is used very cautiously. This year, no adjustments have been made. And in the past 3 years, it has been used to reduce the resulting amounts. You made a remark on the contributions of Jose Antonio Alvarez and myself in 2022 regarding EUR 9 million, and you say this must be a mistake because it's actually EUR 1.9 million -- billion. And environmental target and the remuneration of 2023, well, through 2 channels. In terms of long-term incentives, ESG metrics have a weighting of 20%. And among these environmental ones have a weight of 50%. And you referred to 2 issues: first of all, green financing and socially responsible financing; and number two, the progress of achieving our goals in terms of climate change. The annual bonus has 1 point regarding ESG target with a weight of 5% over the total. It includes environmental metrics once again that I just referred to earlier.

And this is the last one, at last. Shareholder, [ Luis Mary Fernandez ].

I would say that your comment is not related to the issues at hand. We do not make a reference to [ Aliseda ], but this company where we are involved with another partner actually is in charge of activities related to mortgages and provides these services to third parties, which is what any other entity in the market would do.

Very good then. We have done with this item in our agenda. We will next describe the resolutions to be proposed to the shareholders at this meeting. Afterwards, a process for voting thereon will begin at these premises. In relation to the proposed resolutions, items not included on the agenda that have been made during the course of the meeting. The Secretary will read them first so that pursuant to the rules established in the announcement of the call to meeting goes attending remotely can cast their vote on said proposals beginning at the time of said reading and until the voting begins on these premises.

Yes. As the Chair indicated, first of all, I'm going to read the proposals on items not included in the agenda. Mr. Martin Duarte, he says that he would like to ask all the directors and administrators to be dismissed. And under items [ #913 ] of the agenda, we include, the proposals. A proposal that have to do with the following directors, Ms. Ana Botín, Ms. Checa, Mr. Bruce Carnegie-Brown and [ #12 ] Jose Antonio Alvarez, Homaira Akbari, Javier Botin-Sanz Botín, Henrique de Castro, Sol Daurella, a Lorenza Diez Barroso, German de la Fuente Escamila, [ 19 ] Glen Hogan Hutchins, Luis Isasi Fernande de Bobadilla, Ramiro Mato, Belen Romana Garcia, Pamela Walkden. With regards to the proposals outside of the agenda, you can vote through the application in favor, against or in blank. If no vote is cast, we will take it as approved or not approved. And then as regards to proposals relating to items on the agenda pursuant to the provisions of the rules and regulations for the general shareholders reading and given that the full text of the proposals has been provided to the shareholders both at the interest of the General Shareholders' Meeting and at the notary's desk and on the corporate website since call notice, there is no need for a prior complete reading of each of these proposal's [ submitted ] to award. In any case, the Secretary shall provide a brief summary of these. Those shareholders participate in this meeting will not be considered as a representative voting of these items. As regards to proposals relating to items on the agenda since you already have the full text of the proposals when you came into this hall as well as at the notary's desk and on the web page, we won't read all of them in full. In any case, the Secretary will give us a brief summary of these. And after that, we will close the process for remote attendance.

Items 1A, B and C, the individual and consolidated annual accounts and the directors reports of the bank is true for financial year 2022 are supplemented for approval under Item 1A. The consolidated nonfinancial information statement for financial year 2022 is submitted to a vote under Item 1B and corporate management during financial year 2022 is submitted to a vote under Item 1C. Item 2 the following proposed application of results obtained by the company in the financial year 2022 is submitted to the shareholders under Item 2. [ EUR 1,942,470,146.30 ] to dividends in the following way. [ EUR 979 11322.35 ] to the payment of the dividend already paid prior to the date of this meeting and [ EUR 963,356,534 ] to the payment in cash for a fixed annual dividend of EUR 5.95 gross per eligible share to be paid in cash as from 2 May 2023. The total amount has been estimated assuming that after the buyback program announced on 28 February 2022 is implemented, 16,190,866,119 of the bank's outstanding shares will be entitled to receive the dividend. The remainder of the result, i.e. [ 5,978,933,00116 ] shall be used to increase the voluntary reserve this amount being automatically increased or decreased by the same amount by which the financial dividend just mentioned is lower or higher than the amount mentioned before. Item 3. Submitted to the shareholders under Item 3 under Item 3A, the setting of the number of directors at 15 within the maximum minimum provided for in the bylaws. Under Item 3B, the ratification of the appointment and the reelection of Héctor Grisi with the classification of Executive Director. Under Item 3C, the ratification of the appointment and re-election of Mr. Glenn Hutchins with the classification of the present Director. Under Item 3D, E, F, G and H the reelection as Directors of Mrs. Pamela Walkden, independent; Mrs. Anna Botín-Sanz Sautuola Executive; Ms. Sol Daurella, independent; Ms. Gina Diaz Barroso, independent; and Ms. Homaira Akbari, independent, respectively. Item 4, it is proposed to reelect PricewaterhouseCoopers Auditores, S.L. as internal statutory auditor for financial year 2023. Item 5. Under items 5A and B within the framework of the shareholder remuneration policy, it is proposed to reduce the capital share capital and the maximum amount of EUR 757,225,978.50 by canceling 1,514,451,957 owned shares acquired through the buyback program approved by the Board of Directors at its meeting up 27 February in the year 2023. To reduce the share capital in the maximum amount of EUR 822,699,750.50 through the cancellation of 1,645,399,501 shares of the company acquired through one or more share buyback programs or by other means legally permitted delegating to the Board the power to approve the reduction and to set all other terms not specified in the resolution. Under Item 5C, it is proposed to authorize Banco Santander and its subsidiaries for a period of 5 years to acquire shares of Banco Santander for discretionary management of its own shares, implement buyback programs, deliver own shares within the framework of the employee and director remuneration policy and pursue other purposes. Under Item 5D, it is proposed to authorize the Board of Directors to issue securities convertible into shares of Banco Santander at one or settle times in time within a 5-year period, subject to a maximum aggregate limit of EUR 10 billion. The proposal includes the application to the Board of Directors of the power to exclude pre-emptive rights up to a maximum live of 10% of the capital, except with respect to the issue of contingently convertible securities for which the limit will be 50%. Item 6. Under Item 6A, it is proposed to approve the director remuneration policy for financial years 2023, 2024 and 2025. And Item 6B, 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 a maximum of EUR 6 million. Under Item 6C, in compliance with the requirements imposed by Law 10/2014, the approval of the shareholders at the general meeting is requested for the presenters at the variable components of the total remuneration of certain categories of employees represent of the fixed components to exceed 100% with a limit up to 100%. The resolution affects the executive directors in those categories of employees whose professional activities significantly impact the risk profile of the entity or its group up to a maximum of 753 people with the breakdown appearing in the proposed resolution. Under Item 6D, it is proposed to approve the potential delivery of shares or rights thereon or remuneration linked to the value of the shares to executive directors under the implementation of the eighth cycle of the deferred multiyear objectives variable remuneration plan in execution of the provisions of the remuneration policy. Under Item 6E, it is proposed to authorize the potential delivery of shares or rights thereon or remuneration linked to the value of the shares to potential new executive directors under the implementation of the group's buy-out policy. Under Item 6F, the Annual Director Remuneration Report approved by the Board of Directors following our proposal, the remuneration committee is submitted to a vote on a consultative basis. And finally, Item 7. Under Item 7, it is proposed to authorize the Board to interpret, remedy, supplement, implement and develop the resolutions approved by the shareholders at the meeting and authorize certain persons to convert the corporate resolutions into public instruments and to deposit the annual accounts and other documentation with the commercial registry.

Thank you very much, Mr. Secretary. We will now proceed to vote at these premises on each of the proposals included in the agenda. At the end of voting, the results will be announced. It is hereby stated for the record that pursuant to the rules of operation of the meeting, the remote attendees have been able to cast their votes since the declaration of a valid quorum for the meeting, and that the process for the casting of votes thereby is now closed. I also would like you to note that pursuant to the provisions of the rules and regulations on General Shareholders' Meeting, if a shareholder physically present at this meeting wishes to vote against, in blank or abstain, in relation to any of the proposed resolutions included on the agenda, they must all state to the notary, who shall record such circumstance in the minutes of the meeting. The votes of those shareholders who do not state to the notary the direction of their vote or that they abstain shall be considered both in favor of the proposals included in the agenda. Shareholders who are in the adjoining room connected to this room by audiovisual means and who wish to make communication to the notary about the direction of their vote or if they are going to abstain may request to do so through the support staff in that room. Furthermore, I remind you that pursuant to the provisions of Section 526 of the Spanish Capital Corporations Law, directors that have made or are in a similar situation to a public solicitation for proxies that have a conflict of interest and that have not received precise voting instructions shall not cast a vote corresponding to their shares represented thereby in relation when applicable to the proposals made by the Board of Directors under items 1C, 3B through 3H, 6A through 6D and 6F. And that as stated in the proxy card to receive, the General Secretary of the company shall cast a vote corresponding to set shares in its capacity a designated proxy representative for cases of conflicts of interest in relation to those items in which a company exists on the he himself is in a situation of potential conflict of interest, which will be the case in Item 6C and 6D and has not received precise voting instructions to that effect, in which case, he shall abstain. Likewise, it is hereby declared that when voting on the proposal of the Board of Directors under Item 6C of the agenda and in accordance with the provisions of Law 10-2014, the voting rights of those shares whose direct or indirect holders benefit from this proposal may not be exercised in any case. The Secretary has the floor.

As stated by the Chair, we will now proceed to the vote on each of the resolutions proposed at this general meeting. The voting results will be announced at the end. Firstly, each of the proposals of the Board regarding Items 1A, 1B and 1C on the agenda are separately submitted to a vote. Are they approved? The proposal of the Board regarding Item 2 on the agenda submitted to a vote. Is it approved? Each of the proposals of the Board regarding items 3A through 3H on the agenda are separately submitted to a vote. Are they approved? The proposal of the Board regarding Item 4, and the agenda submitted to a vote. Is it approved? Each of the proposals of the Board regarding Items 5A through 5D on the agenda are separately submitted to a vote. Are they approved? Each of the proposals of the Board regarding items 6A through 6D on the agenda are separately submitted to a vote. The proposal of the Board regarding Item 6F on the agenda is submitted to a consultative vote. Are they approved? The proposal of the Board regarding Item 7 on the agenda submitted to a vote. Is it approved? As to the votes cast under the items on the agenda, I hereby inform that pursuant to the information received by the presenting committee, all proposals have been approved. As the minutes of the meeting have been prepared by a notary, this -- we are now going to be seeing those which have not been included in our agenda as presented by Mr. Martin Duarte and which were read by the secretary. As the minutes of the meeting have been prepared, if in fact, they have not been included and any shareholder wishes to vote against, it must so be notified to the notary who will take so note in the record. Those who are linked to this session in the adjoining room and who wish to vote may so tell our personnel. Votes contrary to the proposals are those shareholders who do not manifest the -- their desire to be [ notaried ]. And those shareholders who have exercised their vote prior via remote will not be deemed to be present or represented, and they will not then have exercised their right to vote with regards to issues that items that have not been included in our agenda. Also, we will not be seeing with regards those votes, those actions vis-à-vis there is no right to vote because of a conflict of interest in the implementation of Article 526 of corporate corporations. And it is expressly stated that said certain circumstances will not occur in those instances in which the proxy holder has recited instructions precision to the proxy cards received or in the absence there, the General Secretary of the company is to cast the vote corresponding to set shares in his capacity as designated proxy representative for cases of conflict of interest in the absence of precise instructions. In which cases, such shares shall be included in the calculation as shares represented.

You have the floor, Mr. Secretary?

Proposals, therefore, by -- the proposals made by Mr. Martin Duarte and [indiscernible] for the commencement of a derivative liability action against the entire Board and the removal of each and every one of the directors of the company are submitted to a vote in this meeting. The proposal appears as a 8 through 23 of the proposals submitted to the shareholders at this meeting. In relation to the proposals regarding the items not included in the agenda for the meeting and taking into account the information received by the presiding committee regarding the votes in favor, in blank and abstentions reported to a notary in existing votes against, I hereby declare that the resolution proposed by Mr. Martin Duarte and [indiscernible] are rejected due to not reaching the number of votes in favor required.

As the minutes of the meeting have been prepared by notary, the submission of the approval thereof to a vote of a shareholder is not required. Then we shall take the steps are required by law in these cases. Ladies and gentlemen, shareholders, this concludes the proceedings of this general meeting. Thank you once again for attending, and we say goodbye until the next occasion of the meeting is brought to a close.