Santander letter received today- communication? Challenge to readers.

Imnoexpert_2

I received a letter from Santander today which is in my view a tour de force in poor communication? it refers to an EGM and contains the formal agenda which is unintelligible legalese, a question and answer which doesn,t address my only questions which are - What am I being asked to vote on? what are the implications for me as a shareholder? And a letter which tells me more about the prize draw and donations to charity which they are running to encourage me to vote than the content of the EGM.

in fairness they do say if I want to find out more go on the website but why would I bother. if the letter can't explain it .......

since many thousands of letters to shareholders have been sent out there may even be people who are even more clueless than me
my challenge to readers is to say in a sentence in plain English what the letter is all about. no prize just glory for the winner.

mgarl10024

This may be easier if we could see the letter.

Are you able to provide a scan, covering up any personal information?

Ken68

http://www.santander.com/csgs/Satellite/CFWCSancomQP01/en_GB/Corporate/Shareholders/Shareholders-UK/Annual-General-Meeting-2014.html

Cardew

Well stated OP! Exactly my views!

There are 11 agenda items which we are supposed to vote on. This is a flavour:

One.- Increases in share capital relating to implementation of the offering to acquire all of the securities representing the share capital of Banco Santander (Brasil) S.A.
One A.-Increase in share capital by such amount as may be determined pursuant to the terms of the resolution, by means of the issuance and placement into circulation of new ordinary shares having a par value of one-half (0.5) euro each, with a share premium to be determined by the board of directors, or the executive committee by delegation therefrom, pursuant to the provisions of section 297.1.a) of the Spanish Capital Corporations Law, no later than the date of implementation of the resolution. The new shares shall be fully subscribed and paid-up by means of in-kind contributions consisting of securities representing the share capital of Banco Santander (Brasil) S.A., i.e. ordinary shares (ações ordin!rias), preferred shares (ações preferenciais), units (each in turn made up of one ordinary share and one preferred share) and ADSs (American Depositary Shares, each representing one unit) (collectively, the “Santander Brasil Shares”). Express provision for the possibility of incomplete subscription.
Delegation of powers to the board of directors, which may in turn delegate such powers to the executive committee, to establish the terms and conditions of the increase as to all matters not provided for by the shareholders at the general shareholders’ meeting, to take such actions as may be required for implementation hereof, to amend the text of sections 1 and 2 of Article 5 of the Bylaws to reflect the new amount of share capital, and to execute such documents as may be necessary to carry out the increase.
Application to the appropriate domestic and foreign authorities for admission to trading of the new shares on the Madrid, Barcelona, Valencia and Bilbao stock exchanges through Spain’s Automated Quotation System (Continuous Market) and on the foreign stock exchanges on which the shares of Banco Santander are listed (currently Lisbon, London, Milan, Buenos Aires, Mexico and, through ADSs, on the New York Stock Exchange, although it is expected that the shares will also be listed on the Sao Paulo Stock Exchange, through Brazilian Depositary Receipts (BDRs), on the date of the holding of the meeting) in the manner required by each of such stock exchanges.
One B.-Complementary increase in share capital by such amount as may be determined pursuant to the terms of the resolution, by means of the issuance and placement into circulation of new ordinary shares having a par value of one-half (0.50) euro each, with a share premium to be determined by the board of directors, or the executive committee by delegation therefrom, pursuant to the provisions of section 297.1.a) of the Spanish Capital Corporations Law, no later than the date of implementation of the resolution. The new shares shall be fully subscribed and paid up by means of in-kind contributions consisting of Santander Brasil Shares. Express provision for the possibility of incomplete subscription.
Delegation of powers to the board of directors, which may in turn delegate such powers to the executive committee, to establish the terms and conditions of the increase as to all matters not provided for by the shareholders at the general shareholders’ meeting, to take such actions as may be required for implementation hereof, to amend the text of sections 1 and 2 of Article 5 of the Bylaws to reflect the new amount of share capital, and to execute such documents as may be necessary to carry out the increase.
Application to the appropriate domestic and foreign authorities for admission to trading of the new shares on the Madrid, Barcelona, Valencia and Bilbao stock exchanges through Spain’s Automated Quotation System (Continuous Market) and on the foreign stock exchanges on which the shares of Banco Santander are listed (currently Lisbon, London, Milan, Buenos Aires, Mexico and, through ADSs, on the New York Stock Exchange, although it is expected that the shares will also be listed on the Sao Paulo Stock Exchange, through Brazilian Depositary Receipts (BDRs), on the date of the holding of the meeting) in the manner required by each of such stock exchanges.

A page and a half of small print which suggests we vote 11 times for the Board of Directors, to appoint an executive committee to make decisions on new shares to be distributed. No details of the possible/probable impact on our share holding.

Uncle_Stinky

I also received the letter today and looked through for an explanatory leaflet.
I am also puzzled, hopefully something will be in the financial pages at the weekend to explain.

By reading the first paragraphs only of One, Two and Three I think that

One: Banco Santander SA wish to acquire all of their subsidiary Banco Santander (Brasil) SA and to do this by paying in shares of Banco Santander SA which they need to magic from somewhere. All the other paragraphs in One refer to how they are going to do this.

Two: Safeguarding the remuneration of some employees of the Santander group who have been working at Santander (Brasil).

Three: The directors can interpret, add to and delegate any or all of the passed resolutions as they see fit in case they got the resolutions wrong!!

The above could, of course, be a complete load of sphericals!:)

Mistermeaner

Seems pretty straight forward to me;

For, abstain, against, against, abstain and for for all the others

Thrugelmir

Imnoexpert wrote: »

since many thousands of letters to shareholders have been sent out there may even be people who are even more clueless than me

Why are you investing in shares then if you have no understanding as to Companies operate? You'd be better off holding some form of pooled investment and allowing the fund managers to act in your best interests.

mgdavid

Uncle_Stinky wrote: »

I also received the letter today and looked through for an explanatory leaflet.
I am also puzzled, hopefully something will be in the financial pages at the weekend to explain.

By reading the first paragraphs only of One, Two and Three I think that

One: Banco Santander SA wish to acquire all of their subsidiary Banco Santander (Brasil) SA and to do this by paying in shares of Banco Santander SA which they need to magic from somewhere. All the other paragraphs in One refer to how they are going to do this.

Two: Safeguarding the remuneration of some employees of the Santander group who have been working at Santander (Brasil).

Three: The directors can interpret, add to and delegate any or all of the passed resolutions as they see fit in case they got the resolutions wrong!!

The above could, of course, be a complete load of sphericals!:)

yes, your (one) and (two) are my take also. I didn't get to the last part - I get bored easily :-)

Uncle_Stinky

Thrugelmir wrote: »

Why are you investing in shares then if you have no understanding as to Companies operate?

You may be fortunate enough to have an intimate knowledge of the workings of, for instance, "the provisions of section 297.1.a) of the Spanish Capital Corporations Law" -- us lesser mortals would appreciate a little guidance.
I see no point in this forum if the default answer to all questions is "don't tax your small brain about it, put your faith in the integrity of the professionals"

Cardew

Thrugelmir wrote: »

Why are you investing in shares then if you have no understanding as to Companies operate? You'd be better off holding some form of pooled investment and allowing the fund managers to act in your best interests.

I suspect most Santander shareholders in UK acquired their few shares when the company took over Alliance and Leicester and Abbey National Building Societies.

I have a fair understanding of how companies operate, but we are being asked to vote 'blind'.

Delegation of powers to the board of directors, which may in turn delegate such powers to the executive committee, to establish the terms and conditions of the increase as to all matters not provided for by the shareholders at the general shareholders’ meeting, to take such actions as may be required for implementation hereof, to amend the text of sections 1 and 2 of Article 5 of the Bylaws to reflect the new amount of share capital, and to execute such documents as may be necessary to carry out the increase.

IronWolf

If unsure vote no imo

I'm used to reading filings like this so can figure out what it means but the example above does seem to be one of th e most convoluted I've seen.