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

[Interpreted] Thank you, Mr. Shareholder. I give the floor to [ Noimi Trabado Gao ]

[Interpreted] Madam Chair, CEO, the members of Board, I am an employee of this institution, and I member of the [ Commission Sobreira Trade Union ], the leading trade union in the financial industry and in this bank. We usually don't participate the AGMs. But in this case, I will need to participate to a report on the situation of the Santander staff. We are the most valuable asset. Do not overlook that. We are the ones who maintain the company. We are the ones that generate profit for you. Many of us are the ones that have to face customers. But we are coming without strength anymore. We have come almost to the limit of our strength because we are absolutely exhausted because more than 1,000 branches have been closed the past year. And that means that the staff has had to spend more time going to somewhere else to work in. And we are also exhausted because we have too much work because there has been a reduction in staff, because we have to serve the same or a higher number of customers but with less people. But if that is not enough, we need to comply with impossible targets with daily meetings and reports, which is unsustainable. We want to work, but we need to be able to work in the right conditions. Do you know how many teams and employee of our branch has 6 team meetings a day. And the staff of Santander does connect to those team meetings. They write the reports. They're asked to write. They comply with the regulations. They care for the employees, and they get the margin they're asked to get. How? Well, losing their health sometimes. Psycho-social risks are increasingly more present and the employees sometimes become ill. All these problems have been conveyed to the company. What has been the response? Only good words of intention, but we never see this reflected in our daily working conditions. And what to say about digitization? As we already said in the last negotiation of the last area, the use of digital channels by part of customers, the expectations were not real. Customers don't use digital means because they want to, but because we, the employees of this institution, follows instructions of management and we tell customers to use digital channels. Our trade union, [ Commission Sobreira ] has been very responsible during this process of temporary redundancy plans or areas. But we were very clear, it was a mistake to do away with so many employees and closing so many branches. All of this with a short-term view has meant that we have a lot of internal pressure, but we also have the pressure from the public opinion. Financial institutions have had to establish new measures so that the customers are served by people because that's what customers want. Because we know what people want. We employees in the banking industry know that we are essential to provide a quality service in order for this company to run properly, we are essential to put an end to financial exclusion. From our trade union, [ Commission Sobreira ] we give you a solution to part of these problems: More people to care for customers, less digitization by obligation, less commercial pressure to -- in order to serve customers better, middle management must be a support for the staff and not a means of pressure. Apart from everything I just mentioned, I remind you that half of the staff are women, but only 26% occupied positions in management. And your goals, we think are insufficient to break that glass ceiling. In the same way, we think it is very important to align our salary rise and work together to really reach a work-family balance, which is difficult for men and women. But what we think is abusive are the remunerations to the members of the Board. Some members get a remuneration of more than 200x the average salary of this company. You have an exceptional staff in your company. It has given it all it's got during the pandemic. We provided an essential service. We continue to do so. At the beginning, I said that your staff is the most valuable asset. Remember that and take care of it, the workers of Santander Bank deserve better treatment and better working conditions. From our trade union, we will continue to report the situation that we are suffering, and we will do everything we can to look for solutions. For [ Commission Sobreira ], the staff does matter to us. Madam Chair, show us that you do also care for the staff.

[Interpreted] Thank you, Madam Shareholder. I give the floor to Mr. [ Juan Antonio Ramos Garcia ].

[Interpreted] Madam Chair, I would like to make a remark on the capital that you generate, a significant amount of capital. You mentioned on 2 occasions, if I remember correctly, in this AGM, that 12% is your capital target. And that you don't want to lose that 12%. It is true that Santander has always been a bank that grows and invest, which is very good. But my specific question on this matter is, couldn't you operate with lower levels of capital of less than 12%? As I said earlier, my wife and myself are happy shareholders for a long time. And unfortunately, the value of the share has fallen. Although now, as you said, 7% remuneration in the dividend is quite good. if we take into account that we bought shares at a much higher price than it is now. Well, that amount, it doesn't really reflect reality, especially for those of us who bought shares at a much higher price. I'm not blaming you, because sometimes this is out of the bank's management control. But I would like to know what measures, or what is your forecast on remuneration for shareholders not only for 2022, but also for 2023? I think it's very good that you increase remuneration for shareholders. But what is the future for the next 5 years in terms of shareholder remuneration? And now Madam Chair, allow me to be politically incorrect. It's very good for men and women to have the same rights. But -- that's really good, but what we cannot consent is because of absurd feminism that we need to comply with a quota. Are we going to reach a quota of women, 60%, and then women will have to complain for that discrimination against us? I think we need to choose people based on merit regardless of the gender they have. What is true is that remuneration must be the same for the same work, but I am absolutely against that because of the fact that we need to meet a quota, we need to hire women who perhaps are not as able as men who would like to opt for that same job. Thank you so much for your attention.

Thank you, Mr. Shareholder. I'm going to answer this question now, if you don't mind, about -- this question about equality of women. Santander -- in Santander, we have a principle of meritocracy. We believe in equal opportunities for everyone, and an effort has to be made so that there is equal representation. I would say that if a talent is split evenly between men and women, it is only logical and what always be the case. But generally speaking, management position should be divided 50-50, and that doesn't happen. We do defend equal opportunities, but we must have the underrepresented groups because of gender, race or what have you, they should be represented equally. And that is a policy that we follow at the bank. Thank you so much for reminding us of this. I give the floor to Mr. Julio Jose Oliveros.

Thank you so much. I am convinced that the economic growth must be inclusive so that there are no more inequalities, and I know that the bank has some programs to achieve that. One of the first requirements for the development of societies is that. And you are in markets where there are a lot of vulnerable people and the bank penetration rate is very low. What is the bank doing in Spain and in other countries in this regard? I'd also like to know what you're doing in Spain to improve the service to the elderly, because there's been a lot of criticism of that for the industry in general, not only for you.

Thank you, Mr. Shareholder. I give the floor to Mr. Eduardo Martin Duarte.

Good afternoon, everyone. I come here to ask the whole Board to present their notice. I want them to resign. You don't deserve the positions you are holding. Item 6, the intervention of shareholders 3 to 5 minutes each. Whilst in Page 196 of the annual report, you brag about the protection of the rights and interest of every single shareholder. Do you say you facilitate the exercise of the rights? You say that this AGM is a corporate event, the most important one for our shareholders. That is how you prove these rights. This is how you defend our rights? By letting us participate only from 3 to 5 minutes each? I'm sure that none of the shareholders who are here knew that. None of them read the 80 pages, and none of them know that next year, instead of 5 minutes, you only give us 3 minutes to speak. Some are surprised that some minority shareholders, even though we have 200 rights defend the -- all right. Your corporate governance is terrible. You don't understand that doing things well is more beneficial and cheaper than spending a year EUR 700 million in advertising and other things only to cover up everyone's mouths. To be truly a personal and fair bank, as you brag about, things must be done properly without hurting the rights of minority shareholders who represent 60% of the share capital. Because you could apply Article 992 of the criminal code, and that would make it very difficult for some members of your Board. You have to have allies and not hurt people, and you cannot have EUR 4,400 million in provisions for litigation because that is not being a fair bank, Madam Chair. I haven't seen in the annual report mentioned made to the lawsuit that I filed against the bank and against you, Miss Botin, pending ruling, where I complained about the manipulation of the majority of voting. And this is confirmed by documents that you yourself have provided, including this one from the Bank of New York Mellon, which says that the authenticity of signatures is not guaranteed nor the legality of 563 shares that have been delegated to you. And regardless of the next lawsuit that I will file to the SEC, the consequences of the court case can be very bad for you, for your Board and for the notaries who participate in your AGMs and for the whole IDEX companies. This has to do with what you want to approve in Item #5A. In the report, you talk about the Orcel case, but you don't mention the name. You cannot pronounce the name Orcel in this bank. After promising that you were going to pay him EUR 52 million, how many have you already paid him? Who was a brilliant idea of not hiring Mr. Orcel when it had taken for granted and announced all over the place? And there seem to be some minutes of the Board where the name of Orcel was mentioned as a new hire. This is going to cost the bank EUR 52 million that you should pay and not the shareholders. Is it your responsibility, Miss Botin? Is it the responsibility of the Board Directors? Or is that the responsibility of your legal external advisers? And the Popular case, which we hear news about every day, which undermine the image of the bank. Would be better to divide the million of -- those millions of shares between the shareholders of Popular instead of amortizing them? The potential customers in Spain would see a real change in governance in the bank if you were to do that.

Your time is running out. Mr. Shareholder, please stick to the questions that you'd like to ask.

You hurt people wherever you go, like Valore Santander holders. And you and your -- your husband and your brother have participated with the help of Mr. [indiscernible] through funds and sub funds, and you don't have...

Mr. Shareholder, you have one minute more to finish your intervention. Please ask your question.

Do not interrupt me so that people can hear what I have to say.

I'm giving you another minute to stick to your questions.

In that parametal fraud, the remuneration policy, it's not transparent. It goes against Article 59 of the bylaws were you officially make almost EUR 13 million a year, and -- and then -- do we have to pay for your heating, perhaps? I remind you, Ms. Botin, that Mr. Horta-Osorio had to resign from Credit Suisse because he did not respect the COVID rules. Haven't you done the same, traveling to your home in start without respecting the lockdown rules? Perhaps you have given more reasons to Santander to resign than this gentleman from Credit Suisse, but there you are. There you are with your directors, who only think about collecting their money, and the state lawyers who are there to serve you coffee just to collect at the end of the month without caring for the rights of their shareholders. Explain, please, a reduction of your executive functions. Were we complying with the prescriptions of the European central banks? Also answer, is Mr. Simoes here, is he going to give the bank to HSBC on the short-term, and you will benefit from that?

I give the floor to Miguel Arce.

Good afternoon. Thank you, Madam Chair, Directors, shareholders and other participants. I'm going to be very brief. Apart from a shareholder, I've been a customer for a long time. Since the year '86, in fact. And the truth is that I was thinking about the history of the bank since, and it has been a story of success with extraordinary growth. And -- my reading of this is that the bank has always known how to adapt the strategy to every moment in time. And in that regard, I would like you to give us more details on the strategy that you talked about, the strategy lines in digital? And how can that help us to continue to grow? And above all, taking into account the size of the organization, how can we become a more agile organization in order to compete with the new market players, what they call the fintechs and digital native banks?

Thank you, Mr. Shareholder. I give the floor now to Ms. Christina Veneto Thomas.

Good afternoon. As the previous shareholder, I have always been, and my family has been a shareholder of the bank for many years, and my children will be shareholders of Santander, too. Sorry, I am convinced that the market doesn't truly appreciate what the bank is and what it could become based on the good management and earnings that have been announced so far. Although you had to chair this meeting in a very difficult time, first, with the pandemic now with the war in Ukraine, I want to express my support and trust in you. I'm going to skip some things that have already been mentioned by the previous shareholders, and my question is as follows. Could you explain the remuneration for next year? And how does the buyback program work?

Thank you, Ms. Shareholder. I give the floor now to Santiago Alvarez Zurdo.

Good day, shareholders and directors. BlackRock announced a few weeks ago that it has serious doubts as to the European market. BlackRock, just as other funds and other large groups, were part of the Santander shareholding. What average duration do investments of great groups have in the shares of the bank? What is the average duration of small shareholders in the bank's share capital? It might be the small -- the retail shareholders that give the bank more stability. Small shareholders speculate less and look less to the short term. Given this uncertain world we live in, it might be a good occasion to provide more value for the small shareholder. The AGM is a good opportunity that minority shareholders have to express their suggestions, complaints or disagreements with the top management. Perhaps you might not like it, the people -- people do not like to be questioned, if you are in the management. For example, closing down branches, the -- or just don't -- not taking into account the suggestions made by small shareholders. Small shareholders are also customers, and their contributions can create value for the bank. For that reason, we are against reducing by 40% the time that shareholders have to speak up in the AGM. The proposal of reducing the time from 5 to 3 minutes in AGMs limits the contributions of shareholders because all these things that we hear here are contributions. Of course, the bank can take them into account or not. Suggestions to reduce the time to intervene. And then you could all mention who is going to be the next speaker, the next shareholder to speak so that well, the previous one is speaking, he has time to reach the microphone and not waste any time of that allotted time.

That's a very good suggestion. I'm going to start doing it right now, in fact. So after Miguel Acel Hernandez-Marco, the floor will be given to Mercedes Luis Palacio so that she can get ready. Thank you for that suggestion to save time.

Good afternoon, Madam Chair. Afternoon, all. We've heard very interesting ideas discussed this morning, and I would like for a little bit more clarification regarding your strategy in the United States of America. In the past few years, we've seen other European banks departing this market. Just last year, BBVA did exactly this. But you have published that the United States is the market that has most contributed to the group's results. This is great news, of course, and you have furthermore mentioned that this economy was a very bright one. Apart from this, you have also addressed the issue of diversification. Diversification has strengthened the bank, it's made the bank more resilient, and this is something that we all agree is a great achievement. So the question would be, what are the plans? What strategies does the bank have in mind for further activities in the U.S.A.?

Thank you. Mr. Shareholder. The floor now goes to Madam Shareholder, Mercedes Ruiz Palacio, to be followed by Ms. Laura Ruiz de Galarreta.

Hello. I'm Mercedes Ruiz, and I wanted to say that I was lied to. I was confused. My husband was very sick. He had schizophrenia, and all of the money -- all of the money that we had, we poured into Valore Santander, we lost everything. I'd like to say, please help me out, please. I lost over EUR 200,000. That's a lot of money. I need to recover. I mean, the share would have to be at 13%, and look at the price now. I was lied to. I need help. I need help, please. I need help because I, myself, am undergoing treatment. I can't sleep at night. All I can think of is, I am ruined, I have lost all my money. Please, I need your help.

Thank you, Madam Shareholder. The floor goes to Madam Shareholder Laura Ruiz de Galarreta. And after, Madam Shareholder, [indiscernible] Abushin.

Thank you, Madam Chair. Members of the Board, ladies and gentlemen, shareholders, good afternoon. I'm here as President of the Spanish Association Crucial Cancer in Madrid, and I represent the shares that this association has. As all of you know, cancer is one of the most important problems that we face not only in Spain, but the world over. Last year, in Spain, there were over 285,000 new victims of cancer, so every day, 781 Spaniards face this terrible diagnosis. As you know, we human beings tend to be optimistic, and this is, of course, essential. That's why we've evolved so far. And with regards to cancer, despite the major advances, expectations are really not positive. One of every 3 women will have cancer in her life, 1 of every 2 men will have cancer at some point in his life and 1 of every 2 children born today will have cancer in the future. And as you know, if you have cancer, you have less income. You will lose your job. You will have to face more and additional expenses, and this may very well result in a no-way street. The disease is the same for everyone, but we are not the same in the face of the disease. But you know all of this, because companies such as Santander are there at our side, and many shareholders also walk by our side. So today's collaboration will help us cover the needs of more vulnerable families so that they do not need to decide whether to pay health care bills or children's lunch. Do I pay for treatment? Do I pay for the light? Do I pay for the wheelchair or a prosthesis? Do I pay for the bed? Do I pay for psychological help or do I pay my mortgage or the insurance, or my weekly fruit consumption? Unfortunately, recently, we hear talk -- unfortunately, unfortunately, we hear talk increasingly about the more vulnerable. In times as turbulent as today's, cancer patients are the most vulnerable of all. We say vulnerable, and we think about COVID. Well, the pandemic has resulted in a reduction in diagnosis of cancer, 20% less, which means that those persons who have been later in being diagnosed will suffer all the more. Think about the terrible catastrophe in Ukraine. An exodus of refugees, among them cancer patients who must be helped, who must be looked after during these extremely difficult times. And we have made available to them our resources, all of our resources, in order to reach out to Ukrainian cancer patients. One of the programs was described by the President, the 30 Ukrainian children and their families who recently arrived in Spain and are being provided treatment in different hospitals in Madrid. The Spanish Association is really the benchmark as of nearly 70 years ago. We do our utmost to cast a spotlight on the disease in Spain, to talk about improvement, to achieve a social overhaul that will allow for a better and more comprehensive multidisciplinary approach to cancer. The association groups together social demand and research against cancer, financing via public bids different programs that seek for excellent results. Now, this is the social private entity that raises most funds and provide those funds to cancer research, EUR 92 million and 525 projects, in which over 1,000 researchers are actively involved. We are present in over 2,000 Spanish venues. We have nearly 30,000 volunteers, over 500,000 members and thousands of professionals. But this is not enough. This is not enough. We need for a person such as yourselves, companies such as Santander who are with us since 2008, we need that you continue to back us in order to ensure prevention. Over half cancer patients could be avoided if we all lived a little bit more healthily and if we had early detection, and we need to stay close to families -- families of the more vulnerable patients. We need to further carry out research in cancer because it will be research and investigation that will play into this disease. So I beseech that you continue to back us. I contend that you continue to be committed. And I am here on behalf of the association, on behalf of all of the patients and their relatives whom we can provide support to via initiatives such as the donation. Thank you. Thank all of you very, very much. Thank you.

Thank you. The floor goes to Mrs. Henry Abushin, and after, Madam Shareholder, Angeles Lobato. Madam Shareholder Abushin, please?

Ms. President, I would like to speak in English. I represent one share on behalf of the Civil Society Organization Bank Track, and I would like to present 2 matters. Firstly, in its policies and the group's consolidated statement of non-financial information, Banco Santander states that it is committed to fighting deforestation. That additional measures are taken when providing finance to customers involved in farming and ranching in the Amazon, and that it expects beef processing clients in the Amazon to have a deforestation-free supply chain by 2025, including indirect suppliers of cattle. Banco Santander also claims that tackling climate change is a key objective of the bank. Besides protecting the Amazon rainforest, which the bank recognizes as critical to addressing climate change. Santander also made a pledge to reach net 0 finance emissions by 2050 and to align its portfolio, with the goal to limit global warming to 1.5 degrees Celsius. Despite these commitments, Banco Santander provides financial support to JBS,the world's largest meat processing company. JBS is the largest emitter of greenhouse gas emissions in the meat and dairy sector. It's total deforestation footprint in 6 Brazilian states since 2008 was estimated to be at least 200,000 hectares in its direct supply chain and 1.5 million hectares in its indirect supply chain. And the company is further linked to illegal deforestation, slave labor, and has been embroiled in several major corruption scandals. The company's net 0 commitment also allows it to continue to source cattle into the illegal deforestation in the Amazon and other biomes until 2025, and JBS has not committed to eliminate deforestation altogether from its supply chain until 2035. Its commitment also focuses mostly on its Scope 1 and 2 emissions, while the company acknowledges that they represent less than 10% of its total emissions. Santander has provided over USD 800 million in finance to JBS since 2017 and provided underwriting services for the issuance of a sustainability-linked bond as recently as October last year. The bond again, only addresses JBS' Scope 1 and 2 emissions, so not the biggest part of their emissions. Our questions are, how is providing financial support for a company, with such a poor track record on climate and deforestation and with no serious plans of improvement, compatible with Banco Santander's commitment on net 0 by 2050 and fighting deforestation? And shouldn't JBS be excluded from financing, considering your requirement that beef processing clients in the Amazon need to have a deforestation-free supply chain by 2025, which JBS clearly does not have? The second matter I would like to address also concerns Banco Santander's commitment to fighting climate change. The Banking on Climate Chaos 2022 report, which was published last Wednesday, shows that your bank provided USD 43 billion in fossil fuel lending and underwriting between 2016 and 2021. Your institution is #7 financiers of fossil fuels in the EU, and #33 fossil bank in the world. What is worse, between 2016 and 2021, Banco Santander provided USD 23 billion in lending and underwriting to 100 key companies expanding the fossil fuel industry, and USD 1.9 billion in 2021 alone. In addition, in May of last year, the bank co-financed a USD 6 billion loan to Equinor. And in September of last year, Banco Santander was involved in underwriting USD 2.4 billion in corporate bonds to BP. Both of these companies are in the top 15 of the worst expanders of the fossil fuel industry in the world. These transactions have all taken place not long after Banco Santander announced its net 0 by 2050 commitment. And the International Energy Agency, the world's leading energy organization, reported that there is no room for new coal, oil and gas in a 1.5-degree Celsius pathway. These figures and an assessment of your bank's policies indicate that your institution is far from ending support for expansion of fossil fuels and committing to 0 out support fossil fuels on a 1.5 degrees life timeline. Banco Santander's policy only excludes financial support for some unconventional oil and gas projects and companies. There are no exclusions for financing new conventional oil and gas projects, and no exclusion for companies expanding the fossil fuel industry. And concrete phaseout commitment so far only include a reduction of emission intensity, not even absolute emissions, in the power generation portfolio only. The question we have for the bank is, what additional and immediate steps and policy changes does Banco Santander plan to set out in motion to immediately exclude financing for fossil fuel expansion and phase out financing for fossil fuels in the timeline that is compatible with the 1.5 degrees pathway? The finance that Banco Santander provides for green energy is very much welcome, but without these steps, without stopping new coal, oil and gas, it will not have the desired effect because it will not help save the world. So thank you.

Thank you very much, [Foreign Language].

Thank you very much, Madam Chair.

The floor now goes to Angeles Lobato-Carrera, and so with that, Mr. Thomas Castillo Arenal. You have the floor, ma'am.

Good afternoon to all. I'm going to just address you for seconds. Over the past few years, we have seen in the financial sector many movements, many mergers. After Popular, I've seen that high-growth technological activities have been looked at. You just announced an acquisition of this nature in the United States. Does Santander believe that consolidation is complete in Spain? And are there conditions whereby in Europe, Santander would be the star?

Thank you, Madam Shareholder. The floor now goes to Mr. Thomas Casino Arenal. And from this point onwards, we will be giving the floor to shareholders via remote.

Good afternoon, Madam Chair, shareholders. Allow me to address you on a very complicated day. We just received, in Spain, 85 children with disabilities who are fleeing from the bombs. The Army, the Spanish army, has brought them to Spain, and we are looking for accommodations for these children. I'd like to share with you a success story involving Banco Santander, the support vis-a-vis a social initiative. And I also have a proposal. I have a proposal. I'm Thomas Casino, I'm Managing Director of Amica, an association. I'm a shareholder of Banco Santander for decades now, and I'm in charge of this association. It's a group of relatives of persons with disabilities and professionals. And we've been up and running for 38 years now in Cantabria. It was back in '87 when we met with Don Emilio Botin, the grandfather of our current president, because we wanted to buy a house. We wanted to launch a project. We were setting up the first day care center, a center for persons with serious disabilities. The amount then was huge for us. For us, for our economies, and that is why we requested 9 million pesetas, and we wanted to mortgage our home. And his answer was, if you couldn't pay for this with this objective, I would definitely make it available out of my own pocket. Three years later, the European Union awarded us the Helios prize for that initiative. And now, there are hundreds of day care centers, and Amica is a benchmark in social innovation in Europe. Thanks to that support, Amica, 30 years ago, began to participate in European projects and has accrued a long experience in terms of training and employment. We provide dual training, dual skilling to create the kind of opportunities that over 2,000 persons have benefited from. We are pioneers in such a tiny community as is Cantabria, and we do more in Amica. We are in charge of the garments of the Cantabrian health care system. And what we do is we rent, we lease the garments. There is 100% traceability and over 600,000 garments are digitized yearly. Thanks to Santander, Amica has been able to launch one of the greatest washing centers, laundries up in Northern Spain. We have what it takes for digital tracking of garments, thereby guaranteeing the jobs of over 360 persons who devote their professional lives to this. Six years ago, Amica decided to see how it could manage territories, how we could contribute to caring for nature and farming, innovating to ensure the profitability of people who live in the country, creating opportunities for disabled persons, fighting climate change. There is a huge land holding, which was in the hands of Santander. Once again, we received the necessary support. We refinanced the mortgage, and now we have 412 hectares where we now have launched a very special project, which is Campus Diversia, and I would heartily encourage you to visit. This is down in Valencia. At the beginning of the pandemic, now 2 years ago, I reached out to the President to explain to her our initiative, which was to manufacture masks in Amica and thereby respond to the tremendous need. We immediately received the backing of the bank in order to launch a specialized unit to bring a special machine and contribute, thus, to mitigate the dearth of this product. Amica has been extremely brave in its entrepreneurship, and we have an unsigned alliance with Santander, which has allowed us to innovate, create sustainable companies over time and ensure that our net value is EUR 12 million. Our seed capital, contributed by European funds, which brings us to EUR 1.5 [ billion ]. Now, this entity backs over 1,500 persons. We have over 600 employees. We have over 1,100 persons involved. Investments carried out by Amica, with the backing of Santander, have allowed us to achieve a reasonable profitability, but especially an impact. We've made an impact, with a social value yearly in excess of EUR 35 million. And in terms of the environment, we have cut back CO2 by over 1,000 tons per year. These investments have an impact and they're profitable. They're good for the men and women involved, for society and for the planet, our home. So our proposal, our proposal, I would like to propose that we delve into this line. Let us seek that triple profitability. Economic resources that are available to us, so economic profits and social profit, social benefits and environmental benefits, and thus be leaders vis-a-vis our commitment to achieve being sustainable development objectives. So Madam Chair, in a nutshell, this is all about being passionate about the numbers. Amica, with Santander, we are passionate about the numbers, and I encourage all of you and all of the shareholders to get to know us. Thank you.

Thank you, Mr. Shareholder. I hereby close this period for presentations by the shareholders. I remind us attending remotely that no more presentations may be sent, and we now are going to cast the video. [Presentation]

Together, holding our 153 million customers' hands, looking at the future with an objective in mind, continue to help more people, more companies. Thank you for making our customer experience better. Top 3 in 8 markets, 1 Europe card. PagoNxt always growing. Digital consumer bank, DCB, growing Superdigital in Latin America. Thank you for transforming into our business, more digital than before. 47 million digital customers, One Europe app in Spain, Portugal, Poland. Thank you for being a part of the Green Revolution Net Zero. 0 net emissions in all of the group by 2020, EUR 200 billion in green funding for 2030. Thank you for fostering inclusion and diversity. Euromoney Award for Financial Inclusion, leading bank in the world in the Bloomberg Gender Equality Index. Thank you for making Santander a better place to work. One more year among top employers leaders, top 25 best global companies to work in. Building value for our shareholders, EUR 8.6 billion in underlying profits. Value creation for shareholders, plus 11%. Dreaming means reinventing yourself. 25 years of Santander University datas. Learning from our past, continue to contribute to the project. In 2020, we will be all that much stronger. [Presentation]

The floor goes to the Secretary to provide an update regarding other issues. He will inform shareholders regarding other issues.

For the pertinent purposes, the following is put on the record. In financial year '21, the CNMB fined the bank EUR 300,000 for committing a very serious violation provided for in Section 284.1 of the consolidated text of the Securities Market Law for a breach of the provisions of Section 214, the same legal text regarding the information collected from retail customers and persons for the evaluation appropriateness. This fine has been appealed by the bank in Spanish National High Court. In addition, the Supreme Court appealed a fine of EUR 485,000 opposed to the bank by the Bank of Spain in 2017 for a serious infraction provided for in Section 15 of Royal Decree Loss 6202 in 9 March for breach of the obligations and resection pipe point were the same legal tax relating to the proper application of the code of good practices. I will now report on the amendments made to the rules and regulations of the Board of Directors since the last general meeting. On 27 July '21, a group of amendments was approved by the Board of Directors mainly aimed at making an initial adjustment on the text of the rules and regulations to conform to the amendments made to the Spanish Capital Corporations law by Law 5/2021. Specifically, the following were amended. Article 3.2 to include certain updates on public information, identified staff and related party transactions. Article 17, to update the powers of the audit committees in relation to related party transactions. Article 33, 34 and 35 to update the references to the bylaw's framework on remuneration and to conform the regulations to the provisions of the new section 529 [indiscernible] of the Spanish Capital Corporation's law relating to the direct remuneration policy. Articles 36 and 40 to conform them to the new rules and related party transactions. Article 41 to conform the terminology to the new market disclosure regime which distinguishes between inside information and other relevant information. Moreover at its meeting of 27 April '21 and 24 February '22, the Board approved certain amendments to the rules and regulations whose effectiveness was conditional upon the entry into force of the bylaw amendments to be submitted to the shareholders at this general meeting, given that apart from some technical improvements, the main purpose of the changes is to align them with the proposed bylaw amendments. Specifically, the following have been amended. Articles 3 and 19 to make certain clarifications in the powers of the Board in relation to remuneration of identified staff. Article 8. In order to clarify that the consideration of the Executive Chair as the highest ranking officer of the company does not prevent the board from establishing direct lines of reporting to the Board or to its committees by other executives. Articles 13 and 15 in order to provide for the possibility of nominating more than 1 Vice Secretary of the Board assist the secretary in his duties, and if necessary, replace them in the event of absence and possibility or in disposition. Article 17, to strengthen the coordination mechanisms with the Audit Committee and the Responsible Banking Sustainability and Culture Committee, and to include a technical clarification. Article 27, to make a technical clarification in relation to the term of office of directors appointed by co-optation. Article 33, in order to improve the systematic approach of the provision. It is hereby stated for the record that a total of 3 presentations have been risen from remote attendees pursuant to the provisions of Section 182 of the Spanish Capital Corporations law and 34 business. The bylaws of any of the request for information and clarification made by remote attendees could not be answered here. It will be answered in writing within 7 days by e-mail sent to the address indicated by the remote attendee in the registration process, unless any of the circumstances for denial set forth in the law, the bylaws or the rules and regulations for the General Shareholders' Meeting is present.

Thank you. I will now provide an answer to those shareholders who took the floor at these premises through the presentation period and also through the remote attendance application. Mr. Shareholder, Garcia Caballo, asked about the dividend and compares it with previous issues. And I'm also going to respond to other questions about the dividend. Javier Martin Sanchez, addressing future, and Mrs. Cristina Benito, 2022 and buyback. Jose Manolo Galiote, and Juan Antonio Ravis. First, regarding the specifics of the dividend, let me begin by saying that it is important that we bear in mind that after 2013 until '21, it was over EUR 4 billion to over EUR 8 billion. This is very important. These numbers are very important because they talk about the strength of the bank. They talk about good management within the best of our capacities. And 3 comments about the dividend. Specifically, over the past 7 years, as of 2014 and until '21, it is practically EUR 22 billion that have been paid out. This is the gross and script. So shareholders who bought 100 shares then, will until 2021, received EUR 106 in cash, which is a profitability of 15.5% vis-a-vis the initial investment, and 10 new shares would also have been made available to the shareholders. As to their proposal this year, the total amount that will go to shareholders for 2021 results is over EUR 3.4 billion. And this amount includes EUR 0.10 per share in cash and approximately EUR 1.7 billion via 2 buyback programs, 1 of them currently underway. The payout of this dividend represents a profit of -- at today's prices of nearly 7%, no, 7% on the average share price of 2021, of which approximately 3% is cash. It is important that we refer to the Spanish 10-year bond, which is at 1.43% every year, whereas we are at 3% cash, as I mentioned. Now as to the possible suspension of the dividend, in March 2020, the European Central Bank, you remember, issued a recommendation to all supervised banks where they requested no payout of dividends for 2020 and '19. In this scenario, the bank in 2019 paid out EUR 0.10 in cash, and in 2020, via the handover of new shares and the amount was EUR 0.10 per euro. The second remark on the dividend is the future dividend. I already mentioned what the ECB policy is. For the earnings of 2022, the remuneration policy for shareholders, as I said in my speech, is to apply total remuneration of about 40% of the ordinary profit divided equally between the cash dividend and buyback of shares, thus continuing with the policy that we have applied for the 2021 earnings. And beyond 2022, we wish to increase remuneration of shareholders beyond that 40%. Half through buybacks and dividend -- growing dividend per share. It's also important to say that some comparables, some peers have asked the shareholder remuneration policies that will pay almost 50%. And here, I'd like to underscore that the difference between these peers and us is that Santander has a future projection where we have growth opportunities -- profitable growth opportunities. That is very important. And therefore, part of that capital generation, we will allocate to new investments, to new business. And therefore, that will allow us as well to have a sustainable business model looking forward beyond the short term. I already mentioned the possibility of suspending those plans. Well, recently, we were authorized by the ECB to roll out the buyback program, and also, the buyback of shares based on 2022 earnings. There were questions on the buyback program. 2022 is the first year where the bank has carried out a share buyback program. This Board has considered to bear in mind the composition of the shareholder base, and the preferences of the different types of remuneration. Many institutional investors prefer less cash, more buybacks. And in the case of minority shareholders, generally speaking, it's the other way around. Therefore, what we thought this year was 50-50, 50 buyback, 50 cash. I remind minority shareholders that when we buy back our own shares below the book value, as is the case now, that allows us to invest on very interesting returns above our cost of capital. And that the buyback of shares, it tells us that the number of shares falls, and therefore, the economic rights of each one of these shares increases. So all shareholders in equal conditions with one share will receive, if the dividend remains the same more per share than what they got last year. But very important, it reflects our own confidence, the confidence of the Board in the value of our shares. Maria Pilar Victor Solis, she asked about the impact in the business of the vision of Ukraine and how we see 2022, and the business in the different markets or the impact of this vision in our business. Once again, Santander condemns this invasion, and we want to express our full solidarity with the Ukrainian people. Helping in the humanitarian crisis is one of our aims. We don't have a significant exposure to the invasion, but there will be second round effects. In the case of Santander, the conclusion is that our business model, and mainly our geographical diversification for taxes, it mitigates these impacts. Latin America, the impact there will be from neutral to positive, for example. And just to give you a few more details, our consumer business, our auto business in the U.S. might profit from this situation. In other cases, the results will be less. But in general, our forecast with regards to the impact is that in the Americas, returns will be at very high levels, in line with last year's. And nevertheless, and despite the fact that the macro environment is going to be slightly worse than what we expected at the beginning of the year, Europe will probably grow and the returns in Europe will improve. And once again, we keep the goals of the group for 2022, which is to say in ROTE of more than 13%. We'll already have this in the first quarter, a cost-to-income ratio that will improve to 45, and always maintaining fully-loaded CET1 at 12% with a cost of credit that should be below 1%.

The following shareholder to take the floor was Mr. Jose Antonio Areta Cabello, and some other shareholders as well asked about the performance of the share. Mr. Miguel Lopez Garcia, for example. Firstly, the market is something that we cannot control. I just mentioned that one of the reasons we thought -- and one of the best ways to reward shareholders is buyback shares precisely because we don't think that the share price of -- the share price is where it should be. But what we can control the -- and that numbers speak for themselves. We've gone from an attributable profit of about EUR 4 billion in 2013 to almost EUR 8 billion in 2021 after taxes. Before taxes, this year, 2021 has been the highest in profit, historical profit in terms of ordinary profit. We doubled profit in North America and in Europe, and we are meeting the targets that we set and the strategy plan earlier than we expected. Secondly, solvency. We've strengthened the solvency since 2014, and we've done so by increasing the revenue and growing. Growing in the number of customers by more than 30%, growing revenue more than 30% and the total capital base, which includes not only CET1, but AT1 and AT2, has increased by EUR 34.7 billion. Moreover, we have given back to shareholders of almost EUR 9 billion in dividends. And also we did this correctly, which is taking into account all stakeholders. But basically investing, so that in the future, we continue to have growing earnings. And as I said, this can be seen in the number of customers. We've improved the franchise. We have 153 million customers, as I said. We are the bank with the largest customer base in America and in Europe. And the shareholders recognize this with an approval, and this is very important. Santander shareholders recognizes very good work carried out by the team and the Board. The approval of social management of the team was 99.57% of all the shareholders that voted in 2021. With the information we have, we think this year, we're going to have a similar approval rate. And although we don't think this is enough, but Santander shares have gone up 5% or 42%, whilst the European banks fell by 4.46%. And once again, the Board, as myself, we trust that as we implement the strategy, the share price will reflect the true value of our institution and our business. Then Ms. Begonia Perisalua, the next shareholder to take the floor, referred to the remuneration of the Board and top management. Once again, I think it's important to put things into context -- put these numbers into context. Santander is an international bank with the presence in 10 main markets, 153 million customers, and more than EUR 8 billion in profit in 2021, almost 200,000 employees and about 4 million shareholders. And as a listed company, the remuneration of the chair and the CEO are in line with our peers' insights and complexity in Europe and in the U.S., sorry, in Spain and in Europe, and significantly below our peers in the U.S. The remuneration of executive directors is in line with what is paid to professionals that occupy these positions of responsibility and comparable institutions. Also, Santander Bank pays competitive salaries to at all professional levels. Secondly, our remuneration policy is based on very demanding governance. It is discussed by the Board and the Board Committee has approved every year at the AGM, where it has always had wide support. And lastly, Santander offers competitive remuneration to all its employees, and this has been recognized in the global recognitions that we have been awarded with this year. These issues, obviously, are taking into account 1 of the 10 best companies to work in 6 of the geographies where we operate, according to external experts. And we have made a lot of progress in salary gaps, and we have a social benefit and complementary benefit packages that are much better than what is included in the collective bargaining agreement for the industry. In terms of remuneration of the CEO in 2020, the Board of Directors agreed to maintain for the Executive Chair and the CEO of the same fixed and variable remuneration as in '19. In 2021, fixed remuneration of executive directors, Chairman and CEO was the same as in 2020. And very important, the total remuneration for executive directors represented 0.27% of the ordinary attributable profit, while in 2015 it represented 0.41%, and in 2013, 0.48%. In other words, it has gone down significantly, this remuneration in relative terms. The annual bonus is subject to financial and non-financial metrics. 20% corresponds to customer metrics, 10% risk metrics, 20% capital metrics and 50% or mainly 50% profitability metrics. Also variable remuneration, the figures that are published are in long-term targets that are closely linked to the interest of the shareholders. Plus 60% of variable remuneration, including the part that is not subject to long-term metrics, is perceived in part in shares in a period of 5 years. So their actual value is affected by the mid- and long-term evolution and performance of the institution. And Mr. [ Gallote ], I remind you that my remuneration that of the CEO were reduced by 50% in 2020 voluntarily as a gesture of responsibility when faced with an exceptional situation as the health crisis caused by COVID. And the amount signed for this were contributed to a fund for the fight against the effect of COVID-19 which, together with the voluntary donations of employees, reached EUR 100 million. In general, and I say this also because it's important from 2014, the cost of the top management has fallen 33%. 33% whilst we doubled profit, and therefore, we've had a significant reduction of top managers from 27 in 2014 to 15 people at the end of '21. Therefore, the percentage represented by this remuneration over dividend and over profit has fallen significantly. And every year, we do an in-depth review of the remuneration policy in order to align it with the market standards for similar institutions. We carry our comparative studies in terms of size, that type of business presence, international presence. We have 5 metrics, new metrics on environmental and ESG issues directly connected to the degree of progress or commitments to right forward the responsible banking agenda. For example, we are going to take into account of percentage of women in top positions is included there. Ms. Begonia Perez Ilua, I think that I have already answered your questions in my remarks a few minutes ago. In terms of Mr. Jose Manuel Gallote, the remuneration of the Board top management, I already answered that question. And therefore, I'd like to respond to the issue of the online AGM. And Mr. Gallote, the crisis has allowed us to verify the effectiveness of electronic means of communication, and our law now allows to celebrate AGMs telematically since last year, and that's also led by our bylaws. In any case, the bank, as we're doing now, still holds AGMs in hybrid format, and shareholders can participate in which manner they please. The online AGM works perfectly, and all the statements made by remote participants are recorded in the minutes. I don't share with your comments about the delegations of vote. It complies with the law and is in line with practices in comparable listed companies. Every shareholder is free to delegate his or her vote or not, and they really choose whom they want to delegate their vote to. They might delegate in whomever they please. It is not necessary for the cards to be given in the branches. You can send them to the bank by the mail or through e-mail. In terms of the price of the share, dividend and remunerations, I'd like to refer to what I already answered other shareholders. In terms of Mr. Santiago Varrio, his questions. Santiago Varrio made some remarks and questions on the net zero target. The crisis, access to energy and changes in our targets. And I'm going to respond here to Mr. Julio Jose Sanchez Oliviero's question, who referred to financial inclusion. What are we doing in Spain, he asks, and with the elderly? Mr. Henri Burcin, who talked about the exposure of the bank to fossil fuels, the activities of our company and their impact in the Amazon. And a question through the app, that came in through the app from Juan Prieto on the ESG metrics. I'm going to answer these questions at the same time. So in terms of the crisis, access to energy, et cetera, change of targets. The environmental agenda or ESG agenda is something that is important for all our stakeholders. And they generate new challenges, but they also generate opportunities that are going to end up in value creation for shareholders, and then there is the climate change. It's the most important emergent example of this. And energy, the energy crisis that we're experiencing, I think, underscores this importance. We're still among world leaders in the financing of renewable energies, among the first 3 in volume of transactions. Just as an example, what this entails. The volume of renewable energy projects where we advised or that we fund is the equivalent of providing electricity to 9.2 million homes. And yes, we keep our ambition of reaching net zero in 2050. And as I said in my speech, we want to support all our clients and customers in their transition to a low-carbon environment. And of course, this has to be done gradually, protecting employment and economic activity. This is important particularly in developing countries, smallest companies and the smallest vulnerable groups. We set targets to reduce emissions in our own loan portfolio. We've taken measures that [indiscernible] already mentioned, and that are detailed in our annual report. But I wanted to say, because we heard about carbon, that as of 2030, we will no longer render financial services to clients who generate energy and hold more than 10% depend on their solutions depend on coal. And we will set other decarbonization targets for other industries as we already said on some other occasions. For us, the E of ESG is fundamental. And clearly, the invasion of Ukraine has clearly shown the need to change energy policies. And to clarify, this is very important for the financial industry. To clarify, this is not our responsibility, but clarify what are the acceptable terms for the transition of sectors and companies all over the world in order to support our customers and make it and do it well. In terms of financial inclusion, what are we doing in Spain? And what are we doing about the elderly? For us, it's very important, especially in Latin America, but not only there to support people who are not included in the financial industry. We set ourselves a target to empower 10 million people for 2025. We already reached 7.5 million people, and so we're reaching that target. The target is that all people can have access to basic financial services and know how to use, and we have several platforms, Superdigital, Getnet and others that are helping us to achieve this goal. We operate in 8 countries already. We've rolled out [indiscernible] in 2021 where there's been a disbursement of more than EUR 500 million for more than 1,000 micro entrepreneurs as part of this program. In terms of the elderly, we work to care for the needs of all customers whether they are digital or not, and we are especially sensitive to the elderly. We have implemented some initiatives to improve this value proposition which we think is important. We extended hours of our branches until a few hours more, and we have the senior ambassador in branches. And we have -- and we serve them before other groups over the phone. In terms of renewable energies, we financed many developments in many countries in the world. We know a lot about this in this industry. For years, we've been a world leader. We think it is an area where we need to continue to invest, and we will continue to do so because it helps the whole of society. It helps the economy to reach that carbon neutral economy that we all aspire to. Now fossil fuels, we have the target of reducing our carbon intensity so that in 2030, it will be in line with the Paris accord. I already said that as of 2030, we will no longer render financial services to companies who generate energy with more than 10% of the revenue depending on thermal coal. And we also -- well, this year, we're going to set other targets. I already mentioned that. We have low exposure to fossil fuel sectors, as we can see in the banking or climate change from bank track in 2022 where we occupy #32 out of 60 banks. In terms of the question on specific clients, for confidentiality reasons, you know that we cannot provide information on our clients. And more generally speaking, we are paying special attention to the financing of customers carrying out activities related to agriculture and meat industries so that we don't finance any operation that will lead to illegal deforestation and avoid problems of that regard that might affect native groups. In any case, if we were to see that there is illegality being carried out, we could declare the -- or we could demand that the loan be paid in advance and terminate the contract. We think the best way to put an end to deforestation is collaborating with our customers to achieve sustainable development of the area of the Amazon, and that is why we have set that as a prior requirement for lending. We -- the meat processing industry clients in the Amazons must have a totally attractable supply chain if we [indiscernible] deforestation by 2025. This is the most ambitious lending rules of all the banks in the region, 5 years before the commitment to reach that target. And putting an end to deforestation is a complex challenge. It requires fast responses in collaboration with all the agents, all the players that can participate, and that's how we are proceeding from Santander Brasil, building a sustainable development model for the Amazon. We are committed to work along those lines with clients, with governments, with regulators, with banks, and we will continue to do so. In terms of ESG metrics, to your proposal, from one of the shareholders that I referred to a minute ago, with a plan that will measure and cover Level 1 and 2 emissions, the group since 2019 has been publishing its emissions of Level 1 and 2. The Level 3 ones, which are the most material ones for the group, there is a plan that has been published that refers to our clients. There are 153 million customers all over the world. There is a plan to report these emissions progressively by sector and to set, in any case, decarbonization targets up to 2030. To date, we always report indirect the Level 3 emissions linked to the movement of our employees. And as I said, net zero, that is our target for 2050. Let me underscore that shareholders can address these issues, broadly speaking, which have been included in our report, when voting and when seeing non-financial information. And finally, the environmental footprint. Again, we aim to achieve those zero emissions, benefiting from the support of our customers. And we understand that this needs to be done gradually in order to protect the economic activity involved and employment. We are ourselves, Santander, are carbon neutral in our own transactions as of the year 2020. Miguel Angel Gonzales Aragon, regarding the price per share, I think that we've dealt with that. Now as to fees, I would say that these are standard prices in the bank. They are available to all of our customers in every branch, and they are furthermore available for everyone who wishes to visit our website, fully transparent. We have simplified these. So customers who have their activities with us incoming and outgoing do not pay fees. In any case, I will talk with Francisco Lechuga Arisa. His branch manager will reach out to him in order to see whether assistance is feasible, and vulnerable customers are not charged fees. As to sponsorships, we are very happy with our sponsorships. La Liga and Ferrari, brand is very important, and these sponsors help our brand be better known. We want to grow our customers. We have grown our customers. It's very important to benefit from this type of sponsorship. We've grown by 5 million customers, 30%. Investing in these activities and these actions is very important. Mr. Francisco Javier Martin Sanchez asked about dividends, forward-looking. I believe that we've taken this -- I think that we answered before. I think that was the only question he posed. Now as to Madam Shareholder, Sarah Macera, about funding companies that manufacture weapons. I will respond also and at the same time, to Madam shareholder, Gemma Amoros. I have said that the bank believes with regards to social and environmental, when we analyze risk when we take our decisions, we consider funding. And we have policies that target specific sensitive sectors, such as defense. Every year, we reassess our policies, you can see that on our website, in order to ensure that our business practices are appropriate. We verify that all of the customers comply with our defense policy. We turned back those transactions that do not comply. All transactions whereby Santander as a group is related with regards to manufacturing, trading or distribution of weapons or W's technology complies with international conventions to the most stringent degree and with non-proliferation treaties. And furthermore, we especially focus on our funding not being dosed into countries which have not ratified that charter of the United Nations. As to customers, well, I cannot provide information about our customers for confidentiality reasons. And the defense budgets, are we going to modify our policy? We do not believe at this point that we need to change our policy defense-wise. But we reiterate that in accordance with our policy, Santander never, ever funds the manufacturing, commercialization, distribution of products or material that has to do with munition, nuclear weapons, chemical weapons, biological weapons or munition that involves uranium and any other. Okay. I have taken Gemma Amoros, [indiscernible] regarding changes and how they impact our business. Well, again, the changes that we have implemented and well, some of them, I think, are going to be approved today, hopefully. As we underscore, we want to be the best possible open platform for financial services. And in order to so do, we need to change, we need to update the model. This is absolutely essential. We want to be sustainable in the mid to long-term. This is an essential change. And these changes in the model and the way we operate the roles, the CEO, myself, other profiles, of course, we are documenting in an ongoing manner what the model was partially. But also in order to be more nimble, in order to continue to quicken that chain because we want to grow and we want to grow without taking into account, which is, of course, achieving the best possible earnings every year and providing the best possible service as of now. Now, that quickening of the execution of the strategy is doubtless one of the essential points that we seek to achieve via this change. And this is important also. We align our model to that of our peers, and we make good on the most exacting standards of corporate governance, and this is a decision that we have taken at a Board level because we believe that this is what is best for the company, best for the entity. Now for Diego Castaneda, regarding the gap, gender pay gap. I have to say that I absolutely agree with the fact that our team does a great job. We continue to invest. We want to have a team that is as diverse as possible, upholding our values, behaving as we wish because we are absolutely convinced that this is the way we will achieve results now and in the future. So this is something that we're going to continue to invest in. Specifically, the gender pay gap. Yes, 54% of group is women, but only 26.3% hold top management positions. This is not enough, but remember, it was 20% a very short time ago. And as we said, we need to take meritocracy in 2 accounts. We want to have the best candidate for the best position, for the right position, rather. So this low percentage of women in top managerial positions, well, we're on the right track. 32.3% of the gap results from the lesser representation of women in managerial positions, especially in the business, and more of a presence in retail and support. We're working on this. We are advancing. We are progressing very much so. We are going to have better succession plans, and we are going to ensure that we upright this imbalance. As I said before, it is absolutely essential to deal with this, to solve this. We have to advance at a quicker speed. We have 40% on the Board, as I said, it's going to take us a little bit longer in terms of top management. Yes, 23 March with the trade units, a new equal rights commission in order to foster equal rights, to foster our achieving equal rights and equal pay for all. Madam shareholder, Noemi Grabado Gago, has posed 5 questions. About gender gap and remuneration of the Board and top management, I believe I have already responded to. As to adjustments of bank employees, last year, we signed a bank agreement which is valid until 2023, which was backed by 83% of the trade unions represented. In banks, remember, this is one of the most important agreements. It affects over 90,000 employees. It looks not only at wage increases, it also looks at payment depending on results, insurance, and for the first time, working via remote and digital rights. The covenant agrees that salaries will be studied, improvements regarding productivity, earnings in the sector, among others. And I have to insist that our policy, especially social benefits, our systems that we have in place for employees at Santander, are actually an improvement on the content of the trade union agreement valid for the banking sector in general. The banking sector, as many other sectors, but ours, ours especially, is subject to an ongoing transformation, digital transformation. And in fact, it is the customers themselves who are so requesting, and it is increasingly pressing. We're going to have to adapt to this new scenario, and we will have to be wherever customers want us to be in order to provide the best possible service to customers, and of course, the highest level of earnings possible and profits possible for our shareholders. There have been adjustments for structural reasons which result from organizational or production-related causes, and they have always been carried out after an agreement has been reached with trade union representatives in the group. But also it is important to remember that we have been transparent, responsible, accountable. We have ensured that employees who so wish were helped to find new jobs and so on. As to commercial objectives and the workload. I've done it before. I'll do it again. I want to say thank you very much to all of the bank's employees who have worked so hard over these past few years. It's been very difficult for everyone. We agree. It was an essential service. Many persons have been working from home, providing care and attention to customers. Thank you very much to all of you. As of the very first day, top of mind was our employees' health and safety. And I have to say that during the critical periods, the more critical, there were lockdowns, quarantines, sick leave. Our people's health has been most important. And possible dealignments have been solved thanks to the hard work, engagement and commitment, and with specific measures. Let me say that in 2022, and this is part of the change in the model, we're going to be promoting something. One of the ways of helping our people out because, yes, there are -- we are less than we were before, but we're streamlining processes for customers. It's important to also streamline processes for our teams. And this is a very important way of ensuring that we can work and focus on people as they perform their commercial duties. This streamlining is a strategic axes which the CEO and myself have discussed. I would add that to better understand -- and by the way, this is something that we always aspire to improve on. We want to be closer to our teams and we have, therefore, launched, among others, a model of ongoing approachability. Before we used to survey. Now, we want to hear from our teams what we need to do to do things better. This is bank-wide, and this is going to allow us to measure in order to ascertain that, in fact, the objectives that we have set forth are made good on. And finally, of course, it is very important. If we think about our commercial objectives, behavior or managerial styles that do not adapt to our corporate behavior, are unacceptable, there's no doubt we want to be informed. We have -- HR, rather, has an open channel to correct these behaviors, which perhaps do not align with our corporate culture. More questions. The gender wage gap remuneration of the Board, how we compare. I think I've answered those. Mr. Shareholder, Juan Antonio Ramos Garcia, who addressed the dividend issue, I believe that also has been responded to. Mr. Julio Jose Sanchez Oliveros, inclusion, what are we doing in Spain for seniors. Again, inclusion what are we doing in Spain and specifically with our seniors. I think I've responded to that. As to Mr. Eduardo Martin Duarte. First, I need to say that your traditional aggressive posture vis-a-vis the bank dates all the way back to 1992. The provincial court and the Supreme Court have already cast a vote in our favor. Recently, the bank, again, has been [indiscernible]. As to your statements, we reject them. We are used to hearing him often enough addressing issues which do not have anything to do with the Board. I -- we believe that because he wishes to defend his best interest, I remind you that this is not the place. This Chair rejects your aggressive reaction. Mr. Martin Duarte, you are a lawyer and you know full well that what you are doing is absolutely inadmissible. As to the delegation of institutionals, the network, the campaign and the Board, you have brought the bank to court, no sentence has been known. Because this is a meeting of shareholders, I reiterate that the bank deems that cards to delegate vote, and the activities in the bank branches are fully aligned with legal mandates and are in line with practices in place. In listed companies nationally and internationally, and specifically, a delegation into the Chair is institutional. The Chair does not formally or personally request a delegation in institutional investors, basically both by remote and cast electronically. The bank does not have anything to do with the ultimate beneficiary at the entity. Shareholders vote whatever they may wish. And specifically, in the case of delegations, the person holding that delegate vote must abide by the instructions provided by the shareholder in set card. As to reducing the time from 5 to 2, what we are recommending are justified for the reasons that we have made available to all of the shareholders in the documentation, which I remind you, is available. There are over 4 million shareholders. Each one of the shareholders may participate. We need to be nimble. Going from 5 to 3 minutes is the minimum that is allowed, not the maximum. It is the minimum time. As you saw yourself, and we are very flexible. You saw that in your own contribution. It is more than enough, and most shareholders can definitely allow for their concerns to be heard. We are doing what other listed companies are doing. There are -- there's a way of ensuring that maneuvers are not allowed to take place, which would run against the best interest of the entity. As to Mr. Orchel, we do not discuss legal cases that are pending solution. We are talking approximately 80% of the sentence, although a part of that amount is pending return to the bank, EUR 7 million roughly. There has been an appeal, and that amount, the bank hopes will be returned to the bank with interest. The decision to not hire was taken by the Board. As to HSBC, you can well understand that Mr. Simoes has not traveled anywhere to do anything with the HSBC. As to remunerations and the airplane remuneration, I already explained. I think the information is comprehensive and transparent, and complies with legal mandate. Using corporate means complies with related party transaction rules. As to executive functions, we have talked about organizational changes, and in any case, the bank has and continues to abide by current legislation as to alternative uses, buybacks as we -- in form point 77C and 7D is the amortization thereof. As to information regarding litigation and accounts -- this information is what is legally mandated including information regarding litigation, and the provisions are what the provisions must be. To Miguel, Mr. Miguel Arce also talked about the bank strategy and requested more information. Well, we are in the midst of the second strategic plan. The first, 2015, the second, 2019, and we are making good on it. Actually, we are ahead of ourselves. The strategy is to continue to build on the basis of the 3 pillars that I've addressed in my speech. Customers, diversification and executing the plan, whereby the ultimate objective is to achieve the best possible financial services platform. We have articulated it. We talked about 3 initiatives, which we launched One Santander, PagoNxt and Digital Consumer Bank, and it's very important to remember that these are going to be reflected in today and future earnings. So more details regarding One Santander. The objective basically is to grow connectivity even more than we've done, and we've been very successful, but we want to do more regarding connectivity. All countries, all businesses, we want to build common solutions. We want to leverage our technology, benefit from our technology, build platforms that will allow us to provide the best possible service to our customer in as efficient a way as possible. And I think the results were good. In 2021, our ROTE in Europe went from 4% to 10%. We've definitely been able to save costs. We are in the top 3 of the Net Promoter Score, which is important. In North America, we've doubled our profits in the past year. We have focused more on consumer with an ROTE of 21%, adjusted to 12% capital. And in general, in South America also, we're investing heavily in building a common franchise in all of the countries in the region. And this is something which is allowing us to grow via the products and services, which we have in Brazil and also in Chile reaching out to other countries in a very efficient way. We've launched in Brazil, the first insurance company which is 100% digital, and it is already profitable just 10 months after launch. As to PagoNxt, this is essential in our strategy because payment is the heart of our relationship with the customer. This is what allows us to have an ongoing relationship. And we believe, this is what the numbers tell us, we believe that we may very well compete in that market and offer this service not only to Santander customers, but also to third parties, which is a new opportunity to generate earnings. Much more than what we have in place today. As to Digital Consumer Bank, well, the business that we have, we're leaders in Europe, funding consumer. And the aim is to onboard it to more modern technology which will allow us, again, to grow better, to grow sustainably, to leverage technology, open bank technology also for consumer, non-auto, and this also is on the right track. So our objective there is to ensure that those profits, very attractive today, withstand the passing of time and also quicken future growth. Mrs. Christina Beneto asked about 2022 and buyback. I believe that, again, we've answered this question. Mr. Santiago Alvarez. About the time allotted to shareholders, I believe I've answered. And as to Miguel Angel Hernandez, the strategy in the United States. Well, I just mentioned it. In the United States, we have a thriving business which is profitable at this point in time. Actually, I said we had [ time, too, ] but profits have [ times 3 ] ever since 2019. Actually, 2021, it was -- Brazil and the U.S. were head-to-head with regards to profits for the group and the dividends were very, very important. At the end of the day, this has an effect on shareholders. This is proof of the fact that geographic realities are very important. The United States grow, continue to grow despite the situation we have right now with the war in the Ukraine. And it allows us, again, as we've seen on so very many different occasions during different crises, and the U.S. is absolutely essential. Being more resilient is so important. We are more resilient than our peers. In 2021, because of the regulatory reality, we couldn't tackle growth plans, which is what we're doing now. We began just last year. This is a market which is extremely attractive, which not only grows and profitably, it has a strong connection with Europe and with Latin America. Now Mrs. Mercedes Ruiz who asked about responsible -- no, I'm sorry, the evolution of the share price, I believe. I think that, that also has been handled or answered, rather. And Valore Santander. Yes. Yes. Yes, Valore Santander was, in general, correctly carried out, but I'm going to ask your branch manager in Alcorcon and [indiscernible]. I'm going to ask the branch manager to reach out to you to see whether perhaps some solution may be achieved. Mrs. Laura Ruiz De Galarreta from the Spanish Association Against Cancer, let me say congratulations. Congratulations on what the association does. This is extremely important. For persons who suffer, for persons who are sick, we are convinced that as part of a community, because we are involved and committed, it's very important to collaborate with groups such as yours. We know that in the mid-term, being able to achieve sustainable results over time is very good. It's very good. It's good for our shareholders to do these things. Let me just give you some numbers. In 2021, EUR 150 million went to social investment, of which EUR 106 million in the field of education, over [ 172,000 ] scholarships. We invested EUR 46 million in other initiatives, providing support to the community. We reached out to over 2 million persons, and we're very proud of how we collaborate with NGOs. We have a program, which is called Euros from your Payroll, whereby, well, you can imagine, there are very many requests for assistance that come to us. And what we've been doing for some years now is our own people, our own professionals, can provide support and recommend. There's always some kind of a filter there's an assessment, but we back those associations that our employees recommend to us. And what the bank does, it contributes the same amount as the employees do. Again, congratulations for your wonderful work. Mrs. Henrietta Pucen, who asked about responsible banking and fossil fuels. GBS impact in the rainforest, and I've answered that as well. Mrs. Maria Ruiz Lovato asked about more banking consolidation in Spain and in Europe. Well, the fact is nobody knows whether there is or there is not, but what we do know is that we do not want to participate. Santander, as I said before, has very many opportunities to grow profitably organically. We do not need to acquire anything to further grow because we have very much within our customer base. We can reach out to other customers organically. It is true that in Europe, the more financial integration we have, the better it will be for the sector. We are not competing with the United States. European banks in general are small because we don't have a single European market, really. We continue to be 27 countries. Therefore, consolidation in the financial sector is definitely important, but we need for steps to be taken, which have not been taken yet, which we do not depend on. It is the authorities. It is a European Union who will have to take those up. The European deposit fund, the single services market. We have repeated this so very many times, and therefore, what we are doing is our job. We continue to do things. Hopefully, every day a little bit better. And we are absolutely sure of our strategy, which is to create value forward-looking. Mr. Thomas Casino from Amica. Again, let me begin by some congratulations. Spectacular, what you do. I have to say that we're very happy to be able to collaborate to those projects which are truly interesting, and we believe that this is the path. We hope we would like to see more organizations traveling down that path because the impact is so very important. As I said, we're very sure that social projects make all the difference in a given community, so this is good for the community. This is good for the bank. This is good for shareholders. Apart from being the right thing, which is first and foremost. So we -- what can I say? We're delighted to collaborate with that wonderful initiative, which this shareholder is so deeply involved in. Now, remote questions, remote comments, let me see. We have heard from 3 shareholders, 3 shareholders via remote. Mrs. Rosa Maria Gonsalves Batista, who -- from Santander Total. Let me just tell this shareholder that her question does not have to do with the issues at hand. We cannot deal with private issues. But with regards to what you've said about compensation which has to do with her retirement, management of HR in Santander in Portugal will reach out to you to see whether we can provide answers or clarify whatever needs clarification. As to Mr. Juan Prieto, who actually posed 2 questions. One has to do with remunerations of the Chair and the CEO. That question has been answered. And another question regarding the ESG metrics, which I believe we have also provided an answer to. And finally now, the final address, also via remote, Mrs. Sylvia Garcia, who wanted to ask about the Ukraine and measures during the humanitarian crisis, the coordination, what has the bank contributed? I again say that this humanitarian aid -- we need to remember that we have a bank in Poland, which is on the border. We have a branch on the border with Ukraine. So we have followed, as you can imagine, with keen interest, and we have focused our aid. We have launched a number of measures, and we are in ongoing contact with the European authorities, especially. Let me underscore that as we said before, international sanctions are in place as set forth by Europe, the U.S., the U.K. and Poland, of course. We will not be carrying out new businesses with Russian companies. We're helping European institutions to help in whatever way possible to the Ukrainian people responding to the humanitarian crisis. And having a bank in Poland, as I say, well, that makes us feel that this is something very close to us. We have done away with fees and transfers, an initial donation of EUR 1 million to the UNHCR and the Red Cross, and we have contributed over EUR 10 million. Refugees can access financial services via Santander Espana Open Bank. We have suspended fees for accounts and cards for Ukrainian customers in Poland, free use of ATMs, accessing cash, which also is very important. And finally, as mentioned before, we have also made El Solaruco building right here to provide temporary accommodation for 30 children oncological patients and their families. And now we will address the proposals and agreements, and then we will vote. We will vote here. As to points that are not included in the agenda and including those made during the course of the meeting, including when applicable by remote attendees, the Secretary will first read in person 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 set meeting until the voting begins in these premises. The Secretary has the floor.

I will, first of all, read the items formulated by a shareholder, Martin Duarte. He asked for all the administrators to resign. Item 10 of the agenda. Also the same point as the previous one. In 25th, the proposals for the directors to resign. [indiscernible], all the directors. There was a proposal from one of the shareholders to ask for their resignation. With regards to the proposals out of the agenda, I remind the remote attendees that they can vote through the remote attendance application in favor, against and blank or abstain. And if they do not take any action, it shall be deemed that they were against the proposal submitted to a vote in each case. And we have Article 126, and -- where, according to the cards, the representative has precise instructions or the Secretary General must carry out of order on behalf of the shareholders. In whose case, these shares will be calculated as represented shares corresponding to those shareholders to participate in this meeting due to have been cast a prior distance vote shall not be considered. Shareholders present in person or represented by proxy of purpose voting on these proposals as they could not exercise their voting rights in relation to items not included on the agenda, like those now before us. In terms of the proposal on the items on the agenda, it seems a text have been provided to the shareholders, and they were also available in the corporate webpage and the notaries. We will not reach in full all the proposals that are submitted to your vote, but the Secretary will briefly summarize each one of these items. Items 1 A, B and C. We submit annual accounts, individual consolidated accounts, and management reports corresponding to 2021. Item A, consolidated information, and IC, social management during the year. The following proposed application of results obtained by the company in the financial year 2021 is submitted to the shareholders under Item 2. EUR 1,700,932,161 to dividends in the following way. EUR 835 million to the payment of a dividend already paid prior to the date of this meeting and EUR [ 865.424 ] million to the payment in cash of a fixed final dividend of EUR 5.15 gross per eligible share to be paid in cash. As from May 2, 2020, the total amount has been estimated on the assumption that the number of the dividend ratio shares of the bank loan amounts to EUR 634,342 after the implementation of the second buyback program announced on February 4, 2022. And Item 3, submitted to the shareholders under Item 3. The setting of the number of directors at 15 within the maximum and the minimum provided for in the bylaws. Under Item 3, the appointment of Mr. Germán de la Fuente as an independent director, his appointment being subject to obtaining the appropriate regulatory approvals. Under Item 3, C, D, E, F and G, respectively, to reelect as Directors, Mr. Henrique de Castro as Independent Director; Mr. Jose Antonio Alvarez as Executive Director; Ms. Belen Romana as Independent Director; and Luis Isasi and Mr. [indiscernible] as External Director. Item 4 is proposed to reelect PricewaterhouseCoopers Auditores SL as external statutory auditor for our financial year 2022. In Item 5, it is proposed to amend the following articles of the bylaws. Under Item 5A, amendment of Article 6. 5B, Article 16 on capital reduction. 5C, Article 19 on issuance of other securities. 5C, Article 26, right to attend the meeting. In 5E, Article 45, Secretary of the Board and Article 29, presenting Committee of Shareholders' Meeting. 5F, Article 48, Executive Chair. Under Item 5G, Article 52, Audit Committee. Under Item 5H, Article 58, compensation of Directors. And Article 59, approval of the director's remuneration policy. And Article 59, based transparency of Director compensation system. Under Item 5I, it is proposed to insert a new Article 64 based prior authorization for the payment of dividends other than in cash or on funds instruments. Item 6 is proposed to amend the following articles of the rules and regulations of the general shareholders' meeting. Under 6A Article 6, information available of the date of the call to meeting. 6V, Article 13. Item 6C, elimination of the additional provision, insertion of a new Article 15, this Remote Shareholders' Meeting and the amendment of Article 19 on proposals. And 6D, Article 17 on presentations. Under Item 7, 8 is proposed to authorize the Board of Directors to increase the share capital on 1 or more occasions and at any time within a period of 3 years by means of cash contribution by maximum novel amount of EUR 4, 035,355,325.50, equivalent to 50% of the bank share capital at this date. The proposal includes canceling the annual portion of the authorization. For this type, previous reinforcement would delegate to the Board of Directors a power to exclude preemptive rights up to a maximum of EUR 867,032,065, representing 10% of bank share capital at this time. Under Item 7 B, C and D, it is proposed within the framework of the Shareholder Remuneration Policy communicated to the market on September 28, 2021. And as regards, Item B, D concerning the result of the financial year 2022 and subsequent years to reduce the share capital by canceling EUR 259,930,153 owned shares in accordance to the buyback program initiated October 6, '21, and completed 25 November 2021, to reduce share capital in the maximum amount of EUR 165 million by canceling EUR 1.7 million owned shares acquired through the buyback program approved by the Board of Directors in its meeting of February 24, 2022. That the Board of Directors may resolve to reduce the share capital by a minimum amount of EUR 867,032,065 by canceling a maximum of EUR 1.734 billion, 64,130 of the company's own shares acquired under one or several share buyback programs or in any other manner permitted by law delegating to the Board of Directors of [indiscernible] without reduction, and to determine the other conditions that are provided for in this resolution. Item 8. Under Item A, it is proposed to approve the leverage remuneration policy for financial years '22, '23 and '24 under HB. Propose to approve the maximum out of the annual fixed remuneration to be paid to all of the directors and their capacity and start selling it at EUR 6 million. Under Item 18, in compliance with the requirement imposed by law 102014, the approval of the shareholders at the AGM is requested for the percentage at the variable components of the full remuneration of certain categories of employees represent. Although fixed component is to exceed 100% with a limit up to 100% of resolution effect, the executive directors in those categories of employees whose provisional activity significantly impact the risk of profile of the entity for its group up to a maximum of 746 people, with a backdown appear in the proposed resolution. Item 8D, 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 seventh cycle of [indiscernible] multiyear objective value remuneration plan and execution of the provisions of the remuneration policy. 8E, it is proposed to authorize a 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 via policy. 8F, the annual director remuneration report approved by the Board of Directors following the proposal of the Remuneration Committee is submitted to a vote on a consultative basis. Item 9 is proposed to authorize the Board to interpret, remedy, supplement, implement and develop the resolutions approved by the shareholders at the meeting. And authorize to the persons to convert the corporate resolutions into public instruments and to deposit the annual accounts and other documentation with the commercial register.

Thank you very much, Mr. Secretary. We'll 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 vote since the declaration of a valid quorum for the meeting, and that the process for the casting of votes thereby is now closed. I would also like you to note that pursuant to the provisions of the rules and regulations for the GSM, every 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 the shareholders who do not state to the notary the 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 rooms. Furthermore, I remind you that pursuant to the provisions of Section 526 of this Spanish Capital Corporation's 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 shares represented thereby in relation when applicable to the proposals made by the Board of Directors under Items 1C, 3B through 3G, AA through AD and AF. And that as stated in the proxy cards provided, the General Secretary of the company shall cast the vote corresponding to set 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 conflict of interest, which will be the case in Items 8C and 8D, and has not received precise voting instructions to that effect, in which case he shall abstain. Likewise, it is hereby declared that when voting on the proposal of the Board of Directors under Item 8C of the agenda and in accordance with the provisions of Law 10/2014, the voting rights of those shares whose direct or indirect holders benefit from this proposal may not be exercised in any case. The Secretary has the floor.

As stated by the Chair, we will now proceed to the vote on each of the resolutions proposed at this GM. The voting results will be announced at the end. Firstly, each of the proposals on the Board regarding Item 1A, 1B and 1C on the agenda are separately submitted, are they approved? The proposal of the Board regarding Item 2 on the agenda, approved. Proposals regarding items 3A through 3G on the agenda, are they approved? The proposal of the Board regarding Item 4 on the agenda. Is it approved? The proposals of the Board regarding Items 5A through 5I on the agenda are separately submitted to a vote. Are they approved? The proposals regarding Item 6A through 6D on the agenda are separately submitted. Are they approved? The proposals of the Board regarding Item 7A through 7D of the agenda are separately submitted. Are they approved? The proposals of the Board regarding items 8A through 8E on the agenda are separately submitted. Are they approved? The proposal of Item 8F is submitted to a consultative vote. Are they approved? Proposal of the Board regarding Item 9, approved. As to the votes cast under the items on the agenda, I hereby inform you that pursuant to information received by the presiding committee, all proposals have been approved. As the minutes of the meeting have been prepared by a notary, we will be seeing the ones that have not been included by Mr. Martin Duarte, which were read out by the Secretary. Thus, if in regards of proposals, the minutes of the meeting have been prepared. If anybody wishes to abstain, it must so be instructed to the notary who will take good note in the minutes. Shareholders who are in the hall next door and who wish to communicate with the notary regarding votes or abstention can reach out to attending staff. Votes contrary will be those -- of those shareholders who do not manifest the vote or abstention to the notary. Those shareholders who participate in this meeting who have voted via remote will not be deemed to be present with regards the voting of these proposals. They have not been able to exercise the right to vote with regards to points that were not included in the agenda, and those actions with regards to which we cannot exercise the right because of conflict of interest in the implementation of Article 526 of Spanish legislation. That circumstance does not concur with regards to proxy cards received and whereby the proxy holder has precise instructions. And in the absence there, the General Secretary of the company is to cast a vote corresponding to set shares in his capacity as designated proxy represent. For cases of conflict of interest in the absence of precise instructions, in which cases, such shares will be included in the calculation as shares represented. Mr. Martin Duarte's contribution regarding activities vis-a-vis the motion requesting the resignation of each one of the members of the Board, 10A as presented to this Board. With regards to proposals that are not included in the agenda and taking into account information received votes in favor, blank or abstain in relation to any of the proposed resolutions not included on the agenda, they must so state to the notary. Therefore, his requests are rejected, not having reached the necessary number of votes. We do not have to request the vote. The notary will perform in accordance to the law. Ladies and gentlemen, shareholders are, we have come to the end of this session. This concludes the proceeding of this general meeting. Thank you once again for attending, and we do say goodbye until the next occasion. Thank you all very much. The meeting is brought to a close.