Banco Santander, S.A. (BME:SAN)
Spain flag Spain · Delayed Price · Currency is EUR
10.20
-0.13 (-1.24%)
Apr 24, 2026, 5:44 PM CET
← View all transcripts

AGM 2023

Mar 31, 2023

Ana Botín
Executive Chair, Banco Santander

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 28th on the website of the National Securities Market Commission, Comisión Nacional del Mercado de Valores, on the bank's corporate website, www.santander.com, where it has been published until today, as well as in the EL PAÍS, Alerta and El Diario Montañés newspapers. The full text of the announcement of the call to the meeting is also available to you at the shareholder's office and the notary's desk. Remote attendees can view it in the application to which they are connected.

Speaker 20

I al so notify the ladies and gentlemen shareholders that the minutes of this meeting will be notarially prepared. To that end, the notary, Gonzalo Salgado Polanco, who have a pleasure to present to you, is present at these premises. Mr. Notary, would you please rise?

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

Jaime Pérez Renovales
General Secretary, Banco Santander

Good morning. Thank you, Chair. The subscribed voting capital is EUR 8,226,997,506, 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 EUR 2,056,749,376.50, 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 the shared capital are present, and 483,544 shareholders who possess 64.206% of the shared capital are represented. All shareholders who are voting remotely are deemed 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 notarial minutes. Pursuant to the information stated about the quorum is declared to exist 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, or blank, or abstain regarding the proposed resolutions relating to items one through seven 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 6 F 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 proposal submitted to a vote 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 aloud said 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 at 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. Without prejudice to the right to make presentations during the shareholder presentation period, during which the attendees can make the 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 audiovisual means, approach the support staff in that room. Remote attendees may use the remote attendance application to communicate with the notary. The notary will take note of their comments and put them in the minutes. The notary has the floor.

Speaker 20

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 if 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 the 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, are kindly 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.

Jaime Pérez Renovales
General Secretary, Banco Santander

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 has 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's table, so that the required data can be prepared to the extent possible. If any of you wish 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, sign up to speak or view the communications received, may request 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, requests for information or clarification, or proposals. Documents sent by the remote attendees in a legitimate exercise of their right 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 them through the remote attendance application.

If any of the persons attending remotely wishes their presentation to be recorded in the minutes of the meeting, they must expressly state so in text thereof. I state that for the record, the QR, the following documents have been presented. The announcement to the call of the meeting, the text of the proposed resolutions to be submitted to the shareholder at the general shareholders meeting, together with the directors' reports and any documents to be issued accordance with the applicable regulations. 2022 individual accounts and directors' report include the non-financial information report and auditor's report.

The 2022 annual report, which contains, inter alia, 2022 consolidated annual accounts and auditor's report, as well as the consolidated director's report, which includes, inter alia, the consolidated statement of non-financial information together with the independent verification report and the annual report on corporate governance, which includes the reports of the board committees, including the report of the director remuneration policy and the report of the audit committee on related party transactions, the director 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 from mobile devices and PCs at least since February the 28th, 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.

Ana Botín
Executive Chair, Banco Santander

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, nine 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. 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.

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 a balance sheet that has proven consistently to be among the most resilient in our peer group in regulators' stress test.

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 the 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%- 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 0.0595 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 0.1178, up 18.18% versus the previous year. This is complemented with a second share buyback program totaling EUR 9- 1 million, of which we have executed 71.1%. Total cash dividend per share against 2022 results is up 18.18% versus the previous year.

Total shareholder remuneration has grown by 16% per year on average since 2014, from EUR 1.1- 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 +23.2% year to date, which is 17.7 percentage points better than the European Banks Index, which is up by 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 half a trillion U.S. dollars. Second, financial inclusion is another big opportunity. In LATAM, more than 100 million people still do not have a bank account. In the years 2019-2022, we have financially empowered around 12 million people, three years ahead of our 3 million target.

We just announced a new goal to provide financial inclusion to 5 million people from 2023 to 2025. We continue to build on Santander 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 and I commitments.

Today, 29% of senior positions are now held by women, compared to 20% four 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 and 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 44.0% of the board being women and coming from six 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 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 four 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 two to three additional products. The combination of in-market and global scale is key to the success of our model. Today, we have two businesses that are globally run and managed, Santander Corporate & 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 two 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 three 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 number one player in Europe and LATAM and number five in the U.S.

Together, in 2022, these global and network businesses represented more than 33% of our total Group revenues and more than 55% 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. 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 four 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 of 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 parents company's NSFR to circa 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 28th, we disclosed to the market the next three-year plan, a new phase of growth and value creation for Santander. We aim to deliver a 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 our 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 TNAVs 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 omni-channel 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 three 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. In Auto, we will continue to leverage our global OEM relationships to expand the business across the three regions. The value our network businesses adds to the group will be reflected in their contribution to our total revenue 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. 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%. 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. 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. 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, 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." We are going to earn them.

With a board and a best-in-class team, our more than 200,000 colleagues across the world, and with the trust of 160 million customers and you as our shareholders, with all this, I am confident that the best is yet to come. Thank you.

Jaime Pérez Renovales
General Secretary, Banco Santander

The CEO has the floor.

Héctor Grisi Checa
CEO, Banco Santander

Much as gracias. Buenos días.

Good morning, shareholders. 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 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 three points. First, I will explain how we achieved the excellent results in 2022, looking at countries and businesses. I will spend a few minutes going over our 2023 targets and how we have started the year. 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. In summary, we achieved the highest revenue in our history, leveraging the improvement in customer service, which put us in the top three banks for NPS in eight of our core units. Our highest ever net operating income at over EUR 28 billion, which shows the high quality and sustainability of our results. 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. 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 in 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 continued 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 buy now, pay later models were key to this growth.

We were able to grow revenue, keep cost of risk below 0.5%, and increase 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 advisor. 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. 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 that made 2022 such a complicated year remain at the beginning of 2023. For example, inflation remained high. There was some positive news. Employment remains robust. The IMF improved its growth expectations for the year in its latest report.

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 in 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 make us a much more stable, predictable, and solid institution. Our asset portfolio has a high proportion of customer loans, which allows us to maintain very limited market risks and facilitates 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 apply 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. 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. 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. We have gone from an adjusted ROTE of 9% in 2019 to 17% in 2022. This is a 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%- 50% of profit. 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.

Ana Botín
Executive Chair, Banco Santander

We have not seen any movements in deposits that are out of the ordinary in recent weeks. Revenue is strong. We are on track to meet our objective for the year, greatly supported by NII growth and CIB and wealth management and insurance, who have both again had an excellent start to the year. Costs have started the year in line with expectation. We expect to see a further improvement in the efficiency ratio in the quarter. Loan loss provisions and the cost of risk continue 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.

Héctor Grisi Checa
CEO, Banco Santander

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 will allow us to serve our customers much more efficiently, be much more agile, generate higher activity, and clearly identify the best business opportunities. Most 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 a planned strategy, we will develop the necessary capabilities to strongly boost profitability and capital generation. We aim to reach and grow ROTE of 15% in 2025. In North America, we have two 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 and CIB 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 and 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. We aspire to revenue growth rates of 10% in the coming years, an ROTE of 66.0% 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. Finally, payments. Today, this segment is key to the development of a competitive bank, as transactions are at the heart of any type of customer's transactions with a 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%-8% accumulated annual growth rate in group revenue through to 2025, to keep cost growth below 5%-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.

Operator

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

Bruce Carnegie-Brown
Vice Chair and Lead Independent Director, Banco Santander

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 José Antonio Álvarez as Chief Executive Officer of the group, which culminates today with the ratification of the appointment of Héctor Grisi under item 3B of the agenda. The committee oversaw a rigorous selection process to ensure an orderly transition. The process of appointing Héctor Grisi has shown the effectiveness of the group's succession planning and internal talent development. Héctor 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 advisors. 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 three, under item three 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 Belén Romana, together with that of the executive chair, Ana Botín, are an indicator of the importance we attach 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 are 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 five private meetings with the group of non-executive 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. Muchas gracias.

Operator

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

Sol Daurella
Chair of the Responsible Banking, Sustainability, and Culture Committee, Banco Santander

Ladies and gentlemen, I stand before you as chair of the Responsible Banking, Sustainability, and Culture Committee to inform you on some environmental, social, and governance or ESG matters, as I 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 zero by 2050, we have three new decarbonization targets for 2030 in energy, oil and gas, aviation, and steel. In 2022, we raised EUR 38.8 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, three years early. At our Investor Day, we announced a new target to give access to banking services to another 5 million people between 2023 and 2025. 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 director's 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. 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 non-financial information in 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, in 2023 we will continue to assist the board with taking the next steps to implement our climate strategy to fulfill our 2050 net-zero carbon ambition, with targets that are consistent with a Task Force on Climate-related Financial Disclosures.

The development of our green and sustainable finance proposition, as well as supporting our customers' transition to a low carbon economy. The promotion of 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 York 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.

Operator

The Chair of the Audit Committee now has the floor.

Pamela Walkden
Chair of the Audit Committee, Banco Santander

Good morning. I apologize because my Spanish has me 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 non-financial 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, and Culture Committee, the committee also reviewed the non-financial 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 two 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 re-election of PwC for 2023, which is submitted for your approval today under agenda item four , 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 non-cooperative 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, and 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.

Ana Botín
Executive Chair, Banco Santander

The period for presentations by the shareholders will now commence. Of the present or represented in this meeting, 25 shareholders have asked 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. In exercise of my powers pursuant to Article 29 of the bylaws, I will direct the deliberations and will end 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 and regulations for the general shareholders' meeting, the time initially allowed for each presentation is three 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, 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. I give the floor to Miguel Ángel Martín Bergal, and I ask Mr. Alfonso Perez Millardas to get ready to intervene.

Miguel Ángel Martín
Shareholder, Banco Santander

Good morning. I am a shareholder. I have over 2,000 shares. I have been a customer of the bank for over 30 years. 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. I have to say that I do feel that I participate in bank's actions and activities as a shareholder. 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?

Ana Botín
Executive Chair, Banco Santander

Thank you very much, Mr. Shareholder. Alfonso Perez Villarias, and then Julian Garcia.

Alfonso Perez
Shareholder, Banco Santander

Chair, my name is Alfonso Perez. I am representing 49,509 shares, and I would like to ask you a 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.

Muchas gracias, Señor Accionista.

Ana Botín
Executive Chair, Banco Santander

Tha nk you, Mr. Shareholder. Mr. Julian Garcia Caballo has the floor, and then Noemi Trabado .

Julian Garcia Caballo
Shareholder, Banco Santander

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. A month ago, remember, during Investor Day, you talked about objectives for 2023, 2024, and 2025. You have, again, addressed that issue today. We're talking about growth, and we're talking about profits and sustainable growth. You've also talked about an ROTE of between 15% and 17%, with an efficiency ratio of about 42%. You've talked about a payout, which we shareholders are grateful for, of 50%, and a capital ratio which is in excess of 12%, which you are mandated to actually achieve.

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 good on these objectives because that's the tradition in the bank. The bank always makes good on those objectives. After you talk about these objectives, after you explain that these are the objectives, on March 10, if you remember, and I'm sure you know, because you're very much involved. People now who basically just read the newspaper had to learn about new concepts. 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 had never heard talk about two of them, and I do have a little bit of knowledge. So far so good. Everybody came out to placate our fears. Credit Suisse, traditional Swiss bank. Oh my goodness, the Swiss, a bank. Things begin to get shaky. Deutsche Bank, German. My goodness. Gee, I don't know. Things are getting hotter and hotter. I like to quote quotes, and you know what they say, "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, if you see what's going on in your neighbor's backyard, you need to think about what might be happening in your own backyard very soon. Those numbers that...

Those objectives that were spelled out in Investor Days, do you really think that we're going to be able to see them come through ?

Ana Botín
Executive Chair, Banco Santander

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

Noemi Trabado
Shareholder, Banco Santander

Buenos días. Good day, Chair, CEO, ladies and gentlemen, shareholders. I am Noemi Trabado, shareholder, employee of this institution, and Secretary General of the Comisiones Obreras 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, Comisiones Obreras would like to celebrate excellent results obtained in the past year. As 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 had allowed to maintain or improve their remuneration, their huge remunerations.

We say huge because it's more than EUR 11 million, which is 208 times the average salary of the workers and employees. This shows a lack of proportionality and equity in 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 a fair and transparent remuneration system. A 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, opaque, 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 the controls and pressures. These managers are not respecting this, and they continue with the bad practices of the past. Pressure to comply with goals is unsustainable. These people, who only look for short-term results, should not have 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.

There are some aspects where we've already made some progress. We signed the 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 representatives 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 scarce, and it should be longer lasting, and that must be negotiated with the trade unions. Chair, this is why we ask the Employers Association of the Banking Industry to try to look for new formulae and solutions for the staff.

Ana Botín
Executive Chair, Banco Santander

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

Noemi Trabado
Shareholder, Banco Santander

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 ask 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. Thank you for your attention.

Ana Botín
Executive Chair, Banco Santander

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

Andres Boticario
Shareholder, Banco Santander

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. 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. 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 FITC 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. A success, I say, because all of the stakeholders involved have joined 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 hail from other sectors. 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. We will continue to contribute to this change which is taking place in our company.

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.

Ana Botín
Executive Chair, Banco Santander

Mr. Shareholder, you have one more minute. Thank you.

Andres Boticario
Shareholder, Banco Santander

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. Three years ago, we were not taken into account when we were all confined during lockdown. Other persons who had to step out were applauded, but nobody has acknowledged that we continued to work, and we were committed, but concerned. We were heroic, I dare say, working with our customers. There has been no acknowledgment. No. We see how, au contraire, 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.

Ana Botín
Executive Chair, Banco Santander

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

Javier Martin
Shareholder, Banco Santander

Good day, Chair. My name is Javier Martin. I'm a shareholder and customer of the bank. When I see the news, hear the news, read the news in 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. 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? Thank you.

Ana Botín
Executive Chair, Banco Santander

Thank you, Mr. Shareholder. Mr. Max Carbonell has the floor and then Mrs. Gemma Amorós.

Max Carbonell
Shareholder, Banco Santander

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 vulneration of human rights and of 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 one armed party. They don't need bullets because their enemies are not a threat. They are attacked, they lose their lives while climbing a fence. 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 24th trying to cross Melilla? Who cares about them? Mrs. Botín, did you know that your bank is number 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 ARNOS, a company that, among other things, ensures that SEABER, which is deployed on the southern border to intercept ships that transport migrants. How many victims have lost their lives? Loans have been made to the tune of EUR 75 million to the Inden Group.

This is a company that is in charge of supervising the CETIs in Ceuta and Melilla, where human rights are not upheld, as Amnesty International, among other, reports on. Finally, Accenture. EUR 13 million for a company that has signed multimillion-dollar agreements. Among them, biometric recognition, facial recognition, as Amnesty International says, makes it possible for the police to perform racist activities. 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.

Ana Botín
Executive Chair, Banco Santander

Thank you. The floor goes to Mrs. Ana and then shareholder Cecilia Pilar. You have the floor, ma'am.

Ana Moros
Shareholder, Banco Santander

Buenos dias. Good day, ladies and gentlemen, shareholders, members of the board, Chair. My name is Ana Moros. 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 Treaty on the Prohibition of Nuclear Weapons that explicitly forbids the manufacturing, development, acquisition, storage, and deployment of nuclear weapons. It also forbids assisting or helping in any way possible to carry out those forbidden acts.

Mrs. Botín, financing these companies is a very clear way of assisting or helping nuclear weapons to continue to exist. Banco Santander, leader in Spain in their relations with arms companies, have issued bonds, promissory notes, and loans to six 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 missiles and missile systems in the U.S. as a standoff, as well as for nuclear bombs, B61. EUR 667 million ended up in Airbus, the main contractor of ballistic missiles, thermonuclear ballistic missiles launched from the M51 nuclear submarines. It also manufactures cruise missiles for the French government. It has received a contract to build new missiles that will be ready in 2025 with a reach of more than 500 kilometers.

Other loans have been given to other companies that you finance, like Safran, known for building military electronics. They have received EUR 326 million. EUR 468 million have ended up to Honeywell International company that is also becoming rich with nuclear weapons like the new U.S. intercontinental missiles, Sentinel, several models of nuclear warheads. 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. Three out of every four weapons could not be manufactured without the help of financial institutions like yours. I repeat, three out of every four weapons. In the context where we live, where world leaders are threatening with using. You have, your period has ended. You have another minute.

Where the threat becomes more and more real, it becomes more necessary than ever to demand the compliance with the prohibition treaty, and banks like Banco Santander will cease to finance companies that 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. 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, help us to ask Banco Santander to cease financing these companies. Thank you.

Ana Botín
Executive Chair, Banco Santander

Thank you very much. Cecilia Pilar, then Graciela Mendez Bustillo. You have the floor, Madam Shareholder.

Cecilia Pilar
President, Manos Unidas

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. I'm here today in representation or organization that has had a long relationship with Banco Santander as a shareholder and as a customer alike. I need to say, on behalf of all of us within Manos Unidas and perhaps more especially the persons who we support, every year, thanks to all of your good selves for your commitment towards those who have least, who not in Spain suffer the consequences of poverty and hunger.

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 farthest corners of the Earth. Only Manos Unidas and our local partners are there, many of them missionaries who spend their lives there working with the most vulnerable persons. This board has allotted for EUR 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 shelterless. Manos Unidas, for 64 years now, has been working to put an end to hunger and poverty. 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 three continents.

These projects really are life-changing for over 1.5 million persons every year. 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.

Ana Botín
Executive Chair, Banco Santander

Thank you very much, Madam Shareholder. Thank you. Now, Shareholder Graciela Mendez, and please, Mr. Amalio Morales, who will speak afterwards. Thank you.

Graciela Bustillo
Shareholder, Banco Santander

Good day, Chair, directors, shareholders. I'm Graciela Bustillo. I hold 4,998 shares. We come to this shareholders meeting on behalf of IGai, representing small savers, shareholders, and customers of Banco Santander. Despite the evidence regarding the obtaintion of windfall profits. You do not want to collaborate with the extraordinary tax whose total impact is EUR 1.3 billion in two years. We remind you that the sector still owes Spanish consumers more than EUR 50 billion from the banking bailout. Although your institution had nothing to do with that bailout, but you still owe 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 your responsibility with the former clients of the Banco Popular. You have offered us nothing. Today, we want to 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.

According to the agenda, you want to issue more. Do you have the necessary firewalls in case your capital ratios start to suffer? Thank you for your attention.

Ana Botín
Executive Chair, Banco Santander

Thank you very much, madam shareholder. The floor goes to Mr. Shareholder Mario Morales, and I would ask Mr. Jose Antonio Arrieta to prepare himself.

Mario Morales
Shareholder, Banco Santander

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

Ana Botín
Executive Chair, Banco Santander

Thank you, sir. Thank you, Mr. Shareholder. Jose Antonio Arrieta has the floor now, Shareholder Clemente de la Cruz. Thank you.

Speaker 22

Chair, shareholders, directors, my name is Jose Antonio Arrieta. According to remarks and what I read in the press, in recent years, Santander has participated in many energy projects, photovoltaic and wind energy projects. Hand in hand with Santander Green investigating in their green platform, the bank, according to specialists, is the first investment bank of the investing in these projects in recent years. Chair, we're very grateful that you're concerned about this and that you have become leader in this energy transition. Nevertheless, I would like to know even more so, taking into account that we've had a war 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? Thank you.

Ana Botín
Executive Chair, Banco Santander

Thank you, Mr. Shareholder. Mr. Clemente de la Cruz has the floor, and then Mr. Jose Maria Lopez. You have the floor, Mr. Shareholder. Yes, you do need a microphone for interpretation purposes.

Speaker 22

Thank you. Good morning. I'm Clemente de la Cruz, and I'm owner, actually, of over 28,000 shares. My question is as follows: 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.

The image that is being cast 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 very much.

Ana Botín
Executive Chair, Banco Santander

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

Speaker 22

Good day to all the attendees. Just as my predecessors, I come to this meeting on behalf of ADICAE, the Savings Banks Users Association, and in representation of us 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. Of course, under Article 9 of the CNMV, our 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.

We wonder, are you playing with the interests and concerns of your customers or of potential customers who would be interested in green products? Is any excuse good to do business? In a recent consultation, there was a possibility of eliminating a remuneration system that exists 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 Spanish consumers. Average wage increases for the country was 2%, despite inflation was almost 6%.

We must understand that the 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 in Europe. You have turned your shareholders meeting into a place where you congratulate yourselves for the good results obtained in the past year. 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, of course, anything that you agree to cannot be good for all of your shareholders. In the code, there are some clauses by which the only ones that benefit are you, whilst people who take out a mortgage have to pay more.

Who is the code good for, you or your creditors? 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 a mortgage should be paid by the client. You ave already used your three minutes. You have one minute more. Well, I could go on and on listing abusive practices that 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? Thank you.

Operator

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

Speaker 22

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've 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. Another shareholder actually referred 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 investments.

A series of details and information that allowed one to understand that there were cracks in that business model. This is the question. This is the 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 concerns, 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.

Ana Botín
Executive Chair, Banco Santander

Thank you, Madam Shareholder. The floor goes to Eduardo Martin Duarte, and after that, Madam Shareholder Cristina Cuadrado. Thank you.

Speaker 22

Buenos dias a todos. Good day. 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 IBEX. It is not corrupt per se in institution. It needs also to have corrupt managers and directors because it's other ones who make the bank corrupt, helped by corrupt lawyers led by Jaime Renovales. You corrupt judges and also with the help of journalists.

Ana Botín
Executive Chair, Banco Santander

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.

Speaker 22

Yes, I'm talking about your management and your re-election, Madam Chair. You, Ms. Botín, together with your brother, Javier, and husband, Guillermo Morenés, Emmanuel Chévere, and others, participated directly with full knowledge in the Bernard Madoff's fraud. You were warned about the fraud with your employees from Optima by Mr. Rajit Shami or Jonathan Clark. They warned you about this, as well as the Union Bank of Switzerland. They asked you to close the fund. Even so, you continued to participate in this fraud. After you and your husband met personally with Mr. Madoff in 2007, you created the Landmark Fund, which channeled funds of this fraud, of this Ponzi scheme. You defended Mr. Madoff in February 2018 executive committee. How could we call you? What would the court say about this behavior?

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. Mr. Renovales might have given false testimony. Of course, in Spain, Santander doesn't lose any case in court. It must be for a reason.

Ana Botín
Executive Chair, Banco Santander

You have, already consumed your three minutes. You have one more minute.

Speaker 22

Yes, I am finishing. You falsified the proxies for this meeting, as I have been told by one of the shareholders. We want this so that the auditors from Pricewaterhouse, who every year issue a report, can investigate this. You, moreover, Ms. Botín, 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. 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 Mijas Estate. In conclusion, Ms. Botín, 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 f or you by your lawyers? Please end your remark.

Ana Botín
Executive Chair, Banco Santander

I give the floor now to Cristina Cuadrado, and next, Jose Manuel Galeote.

Cristina Cuadrado
Director, Pequeño Deseo

Good morning, Madam Chair, Shareholders, I'm Cristina Cuadrado. I am a shareholder and the first customer, but especially I am the director of a foundation which is called Pequeño Deseo, 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. We've been very privileged because we've organized volunteer activities. I have to say that you are absolutely essential if we are to continue.

Together, we have made over 6,500 wishes come true. This is 6,500 little children who have been strengthened in their fight for life. 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, it makes dreams come true. Today, we'd like for the wand to be a red o ne. Thank you very much.

Ana Botín
Executive Chair, Banco Santander

Thank you very much. Thank you, Madam Shareholder Jose Manuel Galeote, shareholder Agustin Garcia. You have the floor, sir.

Speaker 22

17,400 shares I hold, and I can begin my statements. Without I won't say anything about the, what the previous shareholder 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 through 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. 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%.

We don't have that much time now, how can you tell us that everything is wonderful when it turns out that when you acquired Banco Popular and paid the capital increase by 6%, now we're at less than that. You see very clearly... No, we've gone up 20%. Yes, if last year it didn't go up, and the share was at EUR 3.07, it ended up at EUR 2.95. It started at EUR 3.07 and ended up at EUR 2.97, it didn't go up the share price. It goes up in April, 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. What is that percentage?

You're I think are misleading us because I don't see how that can happen. 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 that. 90% in one of the AGMs was against your buying the bank, you won. How are we exercising our right to vote with the systems that you have set up? It's not possible. How is the press going to say good things about you? That's impossible. You have all-

Ana Botín
Executive Chair, Banco Santander

Your time has ended. You have another minute.

Speaker 22

My question is: How is it possible that you say that the shares are going well? 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 are getting paid 2% more. I don't understand the practice, unless I didn't read things properly, but, there are... 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. You are the ones who know why the share price goes up or down. What is your stake in that company that is buying shares? A company that buys shares, do you own 100% of that company? Thank you.

Ana Botín
Executive Chair, Banco Santander

Thank you very much, and a good day to you as well. Mr. Shareholder Agustin Garcia Moreno, and then Madam Shareholder Maria Jose Jimeno.

Speaker 22

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. 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, in the branch, which is in El Zoco in Pozuelo. It is true that, you know, 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.

Ana Botín
Executive Chair, Banco Santander

Thank you very much. The floor goes to Madam Shareholder María José Jiménez, and then Mr. Raul Gonzalez. You have the floor, Madam Shareholder.

Speaker 21

Hello. I am a shareholder and customer of the bank, and founder and chair of an association that is called Mamás en Acción . We help 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 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. Your investments also have a social impact.

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.

Ana Botín
Executive Chair, Banco Santander

Thank you very much, Madam Shareholder. The floor goes to Mr. Shareholder Raul Gonzalez Perez. You have the floor, sir. Madam Shareholder Rosa Maria Perez.

Speaker 22

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

Ana Botín
Executive Chair, Banco Santander

Thank you very much. Mr. Shareholder. Madam Shareholder Rosa Maria Perez has the floor, and then Mr. Shareholder Miguel Angel Orejas.

Speaker 22

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

Ana Botín
Executive Chair, Banco Santander

Thank you, Madam Shareholder. Mr. Shareholder Miguel Angel Orejas. Then Mr. Shareholder Ruben Cubo Cubo.

Speaker 22

Good morning, Madam Chair, board, shareholders. I am Miguel Orejas. I ow n 57,000+ shares. Let me first say congratulations to the board.

Ana Botín
Executive Chair, Banco Santander

Thank you very much.

Speaker 22

Record-breaking year, over EUR 9 billion in profits. 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, owe EUR 43, which is about four times that amount. I furthermore know, well, this is what I've read in the economic specialized media, that there is going to be a bonus of EUR 500 million, which represent 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. I would say that this is not a good deal for shareholders. Shareholders are, I believe, the ones that should receive more money. 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, 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 of the bank, but management of the shareholders is not good. The bank belongs to the share holders.

Thank you for listening.

Ana Botín
Executive Chair, Banco Santander

Thank you, Mr. Shareholder. Mr. Shareholder Ruben Cubo Cubo, finally, Mr. Shareholder Miguel Angel Hernandez. You have the floor, Mr. Shareholder.

Speaker 22

Hello, good day. First of all, good day, Chair, board of directors, and shareholders. I represent 2,091 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, Embajadores, and then the territorial office of Madrid.

I wanted to congratulate you for your professionalism, congratulate all your employees, and also from the humane point of view, because at very difficult times, your employees know how to listen, understand us, and help us. My question now. The bank has made huge developments in global business, and you're 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 improve the services provided to these individual customers? Thank you.

Ana Botín
Executive Chair, Banco Santander

Thank you, Mr. Shareholder. Finally, I give the floor to Mr. Miguel Angel Hernandez Marco.

Speaker 22

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. Muchas gracias

Ana Botín
Executive Chair, Banco Santander

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

Jaime Pérez Renovales
General Secretary, Banco Santander

Yes, there's somebody who has to participate as representative of a shareholder who have registered personally as an attendee in this meeting. That means the revoke of the representation according to Article 185 of the Capital Companies Act and of our bylaws and Article 88 of the regulations of this AGM. This is the reason why this person has not been 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 1st, 2022, I hereby inform you that on February 1st, 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 EUR 170,203,286 through the cancellation of the 340,406,472 own shares acquired within the framework of the buyback program carried out between November 22nd and January 31st, 2023. The share capital reduction was authorized by the European Central Bank on March 15th, 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 a video which I am sure will be of interest to you.

Speaker 23

In the four years since our last Investor Day, the world has lived through extraordinary and challenging times. Through it all, our team at Santander has focused on what matters most, working together so we can support our more than 160 million customers. By being responsible in all we do, we have built customer loyalty and met the commitments we made to shareholders in 2019. Our progress shows the strength of our business model and our team's commitment to go the extra mile. Today, Santander is a far stronger bank, ready to face the future and deliver even better results for our shareholders. Welcome to our Investor Day. Our goal is to continue to grow the number of customers by building a digital bank with branches. Powered by the Santander global network, we will enter a new phase of profitability and growth.

We're going to build on the successful strategy to reward their loyalty by encouraging customers who have an account with us to use more of our products and services. To increase the number of active customers, we're going to leverage even further our Group's unique strengths: customer focus, diversification, and scale. Our in-market and global scale is key, bringing together our local leadership

Our global and network businesses. This is a formidable combination. These are strengths that few other banks can copy, and when combined, means that Santander can operate very efficiently and deliver at the same time profitable and sustainable growth.

We will achieve our targets by combining our scale in each local market with the power of our global scale and network. To this end, we have set specific and ambitious targets for the next three years to measure the progress. We aspire to have the best-in-market profitability in each of the markets in which we operate. We will do this by both further simplifying and automating all of our businesses with a focus on consumer and commercial customers, where we have the greatest opportunity. By ensuring our global and network businesses work even more closely with our local banks. This will reinforce each other's growth. We will achieve our targets by working together in a way that is simple, personal, and fair to all. Let's be the bank that make things happen.

We have laid strong foundations. We have enormous talent in our teams and a clear path to achieve our objectives. Most importantly, we have the trust of our employees, customers, shareholders, and communities. We're ready to take the bank to the next level.

Ana Botín
Executive Chair, Banco Santander

It is hereby stated for the record that a total of four presentations have been received from remote attendees pursuant to the provisions of Section 182 of the Spanish Capital Corporations Law and 34 bis of the bylaws. If any of the requests for information or clarification made by remote attendees could not be answered here, it will be answered in writing within seven days by email 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 Angel Martin, who asked about dividend 2022.

Let me say that as of 2014, as I described, we have multiplied by four the total dividend to our shareholders. Our shareholders are going to receive EUR 3,800 million, that's EUR 3.8 billion. From 2013 to 2022, profits went from EUR 3.7 billion to EUR 9+ billion. These numbers, I think, are very telling regarding the strength of the model, apart from the management performed by teams. The current dividend we propose, as well as the second buyback program, which is already being executed over 70%, as I said, the total amount, I repeat, is of EUR 3.8 billion+, which is approximately 40% of ordinary profits or underlying profits, which as you know, will be distributed approximately half cash and buyback, and which I mentioned before, is EUR 1.1 billion in 2014.

The total amount for 22 was EUR 0.1178 per share, and this is an increase of 18% if we compare with last year's numbers. This profitability plus buyback is in excess of 8% considering the current share price. The second question by Mr. Alfonso Perez Villarias.

Héctor Grisi Checa
CEO, Banco Santander

Who asked about the strategy, he talked about the main points of the strategy. Once again, in October 2015, when we presented our first strategy plan, we focused on customers, loyal customers and doing things in a simple, personal, and fair manner. Today, the essence of that strategy continues to be the same, 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 in strengthening our competitive advantages, which are being customer-centric, our global scale combined with our skill and at a local level and local leadership, also 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 that 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.

Ana Botín
Executive Chair, Banco Santander

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. I would underscore what I said before, this is not a 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. 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.

As I also said in my address, we underscore what our objectives are for 2023, which we announced in January. 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. I repeat that, yes, we are absolutely certain that these are the objectives that we are setting out for the year.

Héctor Grisi Checa
CEO, Banco Santander

Ms. Noemi Trabado referred to several things. First of all, to the board remuneration. In that regard, Santander is an international bank with a footprint in 10 markets, an 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 diems was EUR 4.7 million. That is 22% lower than the maximum amount of EUR 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, while for the rest of our group, it's growing at 11%. 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 non-financial metrics, out of which 31% correspond to customer metrics and 70% to Altamira metrics. The variable remuneration is linked to long-term targets, which are linked to the interests 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 five years.

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 this same shareholder was on the remuneration of the other employees. Banco Santander pays competitive salaries at all professional levels. We have social benefit packages and complementary packages that significantly improve what is included in the collective bargaining agreement for the whole personnel. 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.

Finally, the remuneration of all 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. 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 Hear Your Voice so that we know exactly what is happening and be able to react. Regarding the commercial objectives, our values, our principles, our culture make it unacceptable to have commercial pressure, as you mentioned. The management styles that 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'll continue to make progress in this regard.

Mr. Andres Botica Martinez, another shareholder, said that last year we said, I said, that we were going to do more in this regard, and we have. 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. We want a diverse team that shares the values and behaviors that we want to have in the bank. 54% of our staff are women. More than 29%, 99.3%, have positions in top management. This is correcting the salary gap, because part of the gap is because women are not in top positions. We continue to work on that, and we've set ourselves some more ambitious targets. We hope to reach 35% of women in leadership positions, managerial positions in 2025.

We know that in the board this is important, and today 40% of our directors are women, as was mentioned. In agreement with the trade unions, we signed an equality plan to implement all these measures. I'd like to thank the trade unions for reaching these agreements with us. This is how we want to always proceed. In terms of wage increases, on November, we reached an agreement with the IB and the main trade unions for an increase of 3.25% for banking employees. At the end, it ended up in 1.25. All professionals subject to this banking agreement will receive an increase of 4.5% in their salary.

There are other advantages to being a banking employee, like, different advantages if they want to take out a loan, for example. We also adopted several measures that has been agreed to with other countries as well. We hope that these measures will, at least in part, offset the impact of inflation in our associates. Undoubtedly, as Mr. Andres Boticario Martinez said, I think I already answered his 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 this huge effort that was made during that period by our staff.

Ana Botín
Executive Chair, Banco Santander

Andres Boticario. I believe that I have responded to your questions and comments. 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. I said in my speech, we're trying to palliate the effects, at least if 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. 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, we also have participated in this Fondo Social de Viviendas for housing purposes, so there are houses or housing available at affordable prices. 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. In other countries, we also have programs in place to provide assistance to persons who are facing difficulties in re-paying their debt. Next, Mr. Shareholder Max Carbonell. 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, it's not only the what, it's also the how. 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. Yes, our job is to be profitable. It's our job. We do our job, 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. 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.

Héctor Grisi Checa
CEO, Banco Santander

All of our actions comply with our defense policy, and we turn down those potential operations that do not comply. All participation of the group with regards manufacturing, selling of weapons and technologies, comply with international conventions that are most demanding and with non-proliferation treaties. 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, Gemma Amorós, I believe that I have answered right in the response I gave before.

Mrs. Shareholder Cecilia Pilar from Manos Unidas, I have to say here also in reaction to Madam Shareholders Christina Cuadrado and María José Jiménez, I have to say your words of thanks for the bank's collaboration, I have to say thank you for your kind words. 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 midterm, 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, it 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. I have to say something which I think is very important. Some of these 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, it is the professionals employed by the Santander who decide that they will contribute. From 1 EUR 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 Manos Unidas, 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 were 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. We launched a solidarity campaign with investors. This was very successful among shareholders. Finally, also, they won 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, very especially thank you for your contributions to society. Next, it was Madam Shareholder Graciela Mendez.

Ana Botín
Executive Chair, Banco Santander

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 matter, 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 Bank had 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.

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. Another subordinated loan of EUR 150 million that Santander granted Banco Popular. 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 banks do this, and that is additional capital to what we call core capital of CET1, which is in excess of 12%.

Héctor Grisi Checa
CEO, Banco Santander

The next shareholder to take the floor was Mr. Amalio Morales, and he made a reference. This is another question about strategy. He referred to the importance of global business and how global business helps 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 this 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 two global models which are very developed, corporate banking and private banking and insurance, and others which are advancing in a very positive way. This is where we would see the root of that improved profitability. The next question came from Mr. Shareholder Jose Antonio Arrieta Caballero de Alba.

Ana Botín
Executive Chair, Banco Santander

Who referred to responsible banking, more specifically to the targets of energy transition. As the shareholders know, our social corporate responsibility policy tries to collaborate, or we try in the bank to help society face global challenges, also connect it 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 Ukraine, which is that this transition has to be carried out fulfilling three 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 number two in that ranking. 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. The transition has to be affordable for everyone. Thirdly, and very important, it must comply with energy security criteria. Therefore, this is a way that we are approaching this, which is absolutely fundamental for the planet and for the Banco Santander. It's very clear to us that we need to invest in this. I could give you lots of data. We mobilized EUR 91 million in green financing from 2019 to 2022. That we've reached EUR 53 billion in socially responsible investment. I'd like to insist on these three concepts, which we think are fundamental.

The next shareholder to take the floor was Mr. Clemente de la Cruz Sanchez.

Héctor Grisi Checa
CEO, Banco Santander

He made a reference to two 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. I like to say, you know, 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. 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. When we don't, as I said before, there are mechanisms designed to correct those actions.

I think that this is the best way of ensuring that our projected image is better. It is difficult in some cases, I know. 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. 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. I insist once again, the best way of doing this is by doing our job as best as possible. 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, one-third of profits before taxes went to pay taxes. Another third went to fund the economy, so capital, so that we have more money for credit, for loans. Another third went to shareholders. What I mean to say is that in 2022, what with 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. 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.

As it happens in Spain, normal taxes levied on banks are 30%, whereas companies, other types of companies pay 25%. I'm not going to talk about other types of taxes on deposits and other, as I say, taxes. A taxing bank 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. 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 a tax, in the case of the ECB, is not advisable. I'm saying this gently. Next shareholder was Jose Maria Lopez.

Ana Botín
Executive Chair, Banco Santander

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. The, the authority that defends the financial customers, the ombudsman for financial customers, well, for that, trust is absolutely necessary.

We need to serve our customers well. 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 Delgado Fernandez.

Héctor Grisi Checa
CEO, Banco Santander

She also made a reference to the issue of uncertainty, and uncertainty in the financial system. Specifically, she asked about the differences between Santander and other banking entities. The other entities that we have been hearing about in recent weeks. Again, as I said before, I need to insist that Santander's model is very robust. I gave specific pieces of information. First, our model, we focus on the customer. We do not concentrate customers, markets. We have 160 million customers. This is definitely a strength which sets us apart from other banks, specific as 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. 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. I think that at the end of the day, we have reiterated what our objectives are for 2023, despite what we see happening around us, is solid proof that our model is different from others. The next shareholder was Mr. Eduardo Martin Duarte.

Ana Botín
Executive Chair, Banco Santander

We know your traditional remarks against the bank. This dates back to old disputes where the courts have dismissed your cases. Every year he comes up with new occurrences that have nothing to do with the issues that concern the shareholders. First of all, we reject every single one of his statements. They're all false statements. He has a strategy that goes against the interest of the bank shareholders. With regards to his reference to Optima, that we know of, there is no lawsuit filed against any of our directors. You filed the lawsuit, which was dismissed by the court. You had to pay for all the costs involved. The fact that the outcome is not in line with your interest does not mean that you can accuse us of these false things.

Your lawsuit was dismissed. This is why we haven't reported it, because it never existed. We always abide by the applicable regulations. With regards to Mr. Orset, 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. If not, you will be able to see the costs of this case of Mr. Orsel when it reaches the Supreme Court and it decides. The next shareholder to take the floor was Cristina Cuadrado. I already responded to her by thanking her words.

Héctor Grisi Checa
CEO, Banco Santander

Mr. Shareholder Jose Manuel Galeote, who made a 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, this is what the courts have said. 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% this year, 60%.

The part that was referred to about remuneration of the board, this has been responded to, as well as issues regarding Banco Popular. As to shares and dividends, I believe that those questions have also been dealt with. The next shareholder was Mr. Agustin Garcia Moreno, again, asking about dividends and specifically share buyback. I would add that over the past two 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. 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, this is why many institutional shareholders and some minority shareholders love this formula. It's very easy because buying back shares means that there are fewer shares, therefore the economic wherewithal of each grows. 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 Jimeno, I think I have also thanked her for her words, and we're happy to continue to collaborate with them. Mr. Shareholder Raul Gonzalez Perez.

Ana Botín
Executive Chair, Banco Santander

Also referred to what has been happening these recent weeks in the financial system. He was very specific in his remarks on the situation of the 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. 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 deposited in central banks.

That's about 20% of our deposit base, with 80% of deposits retail and assured and secured. Our portfolio is small, diversified, recent, with an average duration of four years. We went into this new phase of interest rate hikes in a very good situation for all these reasons. 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.

Héctor Grisi Checa
CEO, Banco Santander

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-EUR 3.8 billion. EUR 1.1 billion-EUR 3.8 billion on 2022 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%-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. In the first semester, if we exclude the Spanish banking tax, it would be about 15% this year.

If we make good on these objectives, which we believe we will be making good on, the dividend should grow, should increase. Of course, we always look at dividends per share. The next question was from Mr. Miguel Angel Orejas, 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. When we talk about bonuses, I think that we've answered that, bonuses for management. As to the other two questions specifically, these are two very different issues.

Ana Botín
Executive Chair, Banco Santander

The delegating on the board to issue securities, convertible securities is in accordance to the law, the shareholders have approved this for the last time in the last shareholders meeting. Why did we ask for this authorization to equip the board with the flexibility to issue securities? That we can take advantage of markets in better conditions to better manage the bank. The agreement would only entail the issuance of shares in case convertible securities were issued, those would be converted. In the past years, this delegation to the board has only been issued to issue securities that are contingently convertible. That means that that's a new capital structure that was approved after the crisis, that allows to optimize the structure of the bank without having to issue further.

On the other hand, in item five, we submit to your approval a capital increase to amortize the shares buyback by the bank, 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. Being able to do this without having to convene a shareholders meeting to do so. These are different agreements. Their purposes are different, they share the aim of looking for the best return possible for shareholders. The next remark was from Mr. Rubén Cubo Cubo, who also referred to the strategy. Thank you for your remarks. Our team in commercial banking, we're very proud of our team, thank you for your remarks. I will congratulate them on your behalf. I'd like to answer your question.

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. 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. That undoubtedly is a great opportunity, and it is what a significant part of the improvements and increases in 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 that 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 it will improve the customer experience. 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 this is very much advanced. The digital part we tested in Openbank or Digital Bank with already 2 million clients in five countries, Spain, Portugal, Germany, the Netherlands and Argentina. The front end, what the customer sees is our platform, our platform. The first country where everything is going to be combined is going to be the U.S., Héctor.

This we 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 are certain that we will succeed.

Héctor Grisi Checa
CEO, Banco Santander

The next question was from Mr. Miguel Angel 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, 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. I have to say also that with our programs, we've empowered nearly 12 million persons as of the year 2019. Only in 2022 have we issued EUR 900 million, we've granted rather, in microcredits. EUR 900 million is the amount.

I have to say that this is, 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 three comments or questions. Mr.

Shareholder Juan Prieto, who made a reference to remunerations and to the Executive Chair. 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 enlisted companies in Spain. This is information which appears in Spencer Stuart'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.

In our annual report, you will see specifics regarding the activities carried out by our lead director in 2022.

Ana Botín
Executive Chair, Banco Santander

Regarding the executive chair, the fact that this is absolutely possible according to the European Banking Authority, as well as Basel Committee, which recommends a high level of independent directors with a lead director. Both circumstances are met. In our board of directors, 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 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 for ourselves for the future. In 2022, moreover, we took some steps in terms of limiting the roles and/or describing the roles and responsibilities of the CEO and of the executive chair.

We have defined control safeguards, this is, another step in this commitment to meet the best, governance practices. 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.

Héctor Grisi Checa
CEO, Banco Santander

Another shareholder to address us via 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. In our report, you will see specifics.

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. As of the first quarter of 2022, 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 this 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. Finally now... No, no, there's two more. Not finally. Madam Shareholder Christiane Helga Holz, also about remunerations.

Ana Botín
Executive Chair, Banco Santander

Firstly, thank you so much for your remark on the high level of transparency in our financial statements. As you know, and I said so in my speech, transparency is one of 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 the chair, they're much too high. I already said this, they are in line with their peers in terms of size and complexity. We operate in the Americas as well, and 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%, well, 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 three years, it has been used to reduce the resulting amounts. You made a remark on the contributions of José Antonio Álvarez and myself in 2022 regarding EUR 9 million. You say this must be a mistake because it's actually EUR 1.9 billion. Environmental target and remuneration of 2023 through two channels. In terms of long-term incentives, ESG metrics have a weighting of 20%, and among these environmental ones have a weight of 50%. You refer to two issues. First of all, green financing and socially responsible financing.

Number two, the progress of our 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. That includes environmental metrics, once again, that I just referred to earlier. This is the last one, at last. Shareholder Luis Mari Fernandez. I would say that your comment is not related to the issues at hand. We do not make a reference to Aliseda. 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. 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, the 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, those attending remotely can cast their vote on said proposals beginning at the time of said reading and until the voting begins in these premises. 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 number nine, 13 of the agenda, we include the proposals.

The proposal that have to do with the following directors: Ms. Ana Botín, Ms. Checa, Mr. Bruce Carnegie-Brown. Number 12, José Antonio Álvarez, Homaira Akbari, Javier Botín-Sanz de Sautuola, Henrique de Castro, Sol Daurella, Leo Lorenzo Barroso, German de la Frontera Camillo. 19, Glenn Hutchins, Luis Isasi Fernández de Bobadilla, Ramiro Mato, Belén Romana García, Pamela N. 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.

As regards the proposals relating to items on the agenda, pursuant to the provisions of the rules and regulations for the general shareholders meeting, given that the full text of the proposals has been provided to the shareholders, both at the entrance to this general shareholders meeting and at the notary's desk and on the corporate website, since a call notice, there is no need for a prior complete reading of each of these proposals submitted to a vote. In any case, the secretary shall provide a brief summary of these. Those shareholders that participate in this meeting will not be considered as a representative vote in the 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 webpage, 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.

Héctor Grisi Checa
CEO, Banco Santander

Items 1 A, B, and C, the individual and consolidated annual accounts, and the directors' reports of the bank and its group for financial year 2022 are submitted for approval under item 1 A. The consolidated non-financial information statement for financial year 2022 is submitted to a vote under item 1 B, and corporate management during financial year 2022 is submitted to a vote under item 1 C. 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 1,942,470,146.35 to dividends in the following way: EUR 9,791,136.235 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 of a fixed annual dividend of EUR 0.0595 gross per eligible share to be paid in cash as from May 2, 2023. The total amount has been estimated, assuming that after the buyback program announced on February 28, 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., EUR 5,978,933.0016, 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 3 A, the setting of the number of directors at 15 within the maximum minimum provided for in the bylaws. Under item 3 B, the ratification of the appointment and the reelection of Mr. Héctor Grisi with the classification of Executive Director. Under item 3 C, the ratification of the appointment and the reelection of Mr. Glenn Hutchins with the classification of Independent Director. Under item 3 D, E, F, G, and H, the reelection as directors of Mrs. Pamela Walkden, Independent;

Mrs. Ana Botín Sanz de Sautuola, Executive; Ms. Sol Daurella, Independent; Ms. Gina Díez Barroso, Independent; Ms. Homaira Akbari, Independent, respectively. Item 4, it is proposed to reelect PricewaterhouseCoopers Auditores, S.L. as external statutory auditor for financial year 2023. Item 5. Under items 5 A and B, within the framework of the shareholder remuneration policy, it is proposed to reduce the capital share capital in the maximum amount of EUR 757,225,978.50 by canceling 1,514,451,957 own shares acquired through the buyback program approved by the board of directors at its meeting of 27 February in the year 2023.

To reduce the share capital in the maximum amount of EUR 82,269,975.50 through the cancellation of 1,645,399.5010 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 5 C, it is proposed to authorize Banco Santander and its subsidiaries for a period of five 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 5 D, it is proposed to authorize the board of directors to issue securities convertible into shares of Banco Santander at one or several times and at any time within a five-year period, subject to a maximum aggregate limit of EUR 10 billion. The proposal includes a delegation to the board of directors of the power to exclude preemptive rights up to a maximum limit of 10% of the capital, except with respect to the issue of contingent convertible securities, for which the limit will be 50%. Item 6. Under item 6 A, it is proposed to approve the director remuneration policy for financial year 2023, 2024, and 2025.

Under item 6 B, 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 6 C, in compliance with the requirement imposed by Law 10/2014, the approval of the shareholders at the general meeting is requested for the percentage that the variable components of the total remuneration of certain categories of employees represent of the fixed components to exceed 100%, with a limit of 200%. The resolution affects the executive directors and 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 6 D, 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 8th cycle of the deferred multi-year objectives variable remuneration plan in execution of the provisions of the remuneration policy. Under item 6 E, 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-outs policy. Under item 6 F, the annual director remuneration report approved by the board of directors following a proposal of the Remuneration Committee submitted to a vote on a consultative basis. 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.

Ana Botín
Executive Chair, Banco Santander

Thank you very much, Mr. Secretary. We will now proceed to vote at these premises on each of the proposals included on 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 for 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 so 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 direction of their vote or that they abstain shall be considered votes in favor of the proposals included on the agenda.

Shareholders who are in the adjoining room connected to this room by audiovisual means and who wish to make communications 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 the 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.

That as stated in the proxy cards received, the General Secretary of the company shall cast a vote corresponding to said shares in his capacity as designated proxy representative for cases of conflict of interest in relation to those items in which a conflict exists. Unless 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 we're 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.

Jaime Pérez Renovales
General Secretary, Banco Santander

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 is 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 on the agenda is 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 item 6A through 6E 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 is submitted to a vote. Is it approved? As to the votes cast under the items on the agenda, I hereby inform you that pursuant to the information received by the Presiding 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 the notary, 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 5 through 6 of corporate corporations. It is expressly stated that said circumstances will not occur in those instances in which the proxy holder has received instructions pursuant to the proxy cards received or in the absence thereof the General Secretary of the company is to cast the vote corresponding to said shares in his capacity as designated proxy representative for cases of conflict of interest in the absence of precise instructions. In which case such shares shall be included in the calculation as shares represented. You have the floor, Mr. Secretary.

The proposals made by Mr. Martin Duarte and the f or 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. These proposals appear as item eight through 23 of the proposals submitted to the shareholder at this meeting. In relation to the proposed resolution regarding items not included on 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, and existing votes against, I hereby declare that the resolution proposed by Mr. Martin Duarte and/or in this regard are rejected due to not reaching the number of votes in favor required. As the minutes of the meeting

Right.

Operator

As the minutes of the meeting have been prepared by a notary, the submission of the approval thereof to a vote of the shareholders is now required. The notary shall take the steps required by law in these cases. Ladies and gentlemen, shareholders, this concludes the proceedings of this general meeting. Thank you once again for attending, we say goodbye until the next occasion. The meeting is brought to a close.

Powered by