MEXICO CITY, March 15, 2013 /PRNewswire/ -- Grupo
Financiero Santander Mexico, S.A.B. de C.V. (NYSE: BSMX; BMV:
SANMEX) ("Santander Mexico") announced today that its shareholders'
annual special meeting for Series "F" and "B" as well as the
general meeting will take place on Thursday
April 18, 2013 and disclosed the agenda.
The following is the complete text of the invitation:
Dear Shareholders:
You are cordially invited to attend to the special meetings of
shareholders of Grupo Financiero Santander Mexico, S.A.B .de C.V.
Shares classes "F" and "B", as well as to the Annual General
Meeting of Shareholders convened for next April 18, 2013, at 9:00
am, 9:30 am and 10:00 am, respectively, which will be held in the
Auditorium of the Company's offices located at Paseo de la Reforma
Extension, number 500, Col. Lomas de Santa Fe, Álvaro Obregon, CP
01219, in Mexico City, DF
The details of the Agenda to be discussed are the following:
A) In the Special Meetings
of shareholders of Grupo Financiero Santander Mexico, S.A.B .de
C.V. Shares classes "F" and "B", all holders of shares classes are
requested to vote in relation to the next item of the Agenda:
I
Resignation, appointment and re-election, as applicable, of
share class "F" members of the Board of Directors.
It will be proposed the resignation, appointment and reelection,
as applicable of the members of the board of directors
I
Appointment and re-election, as applicable, of share class
"B" members of the Board of Directors.
It will be proposed the reelection, as applicable of the share
class "B" members of the board of directors
B) At the
Annual General Meeting, it will be requested to all holders of the
Shares Classes are requested to vote in relation to the next item
of the Agenda:
I
Examination and approval of the Board of Directors report
corresponding to the 2012 fiscal year of the Company, including:
(i) the financial statements under the criteria of the National
Banking and Securities Commission (Comision Nacional Bancaria y de
Valores) and Financial Reporting Standards (IFRS), and (ii) the
independent auditor report.
Report of the Board of Directors, regarding the operations and
activities of the Company and the financial entities which form
part of the Group for the fiscal year ended on December 31 2012, as well as main projects in
2013.
Submit for approval the consolidated financial statements of the
Company for the fiscal year ended on December 31, 2012, which have been previously
communicated to the shareholders, which contain among other
documents, the Balance Sheet, the Income Statement and related
notes.
Inform and submit for approval of the report regarding the
financial statements of the Company, its financial situation and
results of operations.
II
Proposal and, if applicable, approval of the application of
the Company´s results for the year.
Submit for approval the application of the Company´s results
that are reflected in the financial statements of the Company at
December 31, 2012.
III
Report on compliance with the tax obligations of the Company
for the 2011 fiscal year.
In compliance with fraction XX of article 86 of the Law on
Income Tax (Ley del Impuesto Sobre la Renta) will inform the report
on the fulfillment of tax obligations requested by the Tax
Administration Service (Secretaria de Hacienda y Credito
Publico)
IV
Proposal and, if applicable, approval for the payment of a
cash dividend to shareholders of the Company
It will be submitted for approval the payment of a dividend to
the Company´s shareholders in accordance with policies approved by
the Board of Directors of the Company.
V
Report of the Executive Chairman and Chief Executive Officer
of the progress of the Company during the 2012 fiscal year.
Inform to the shareholders the report regarding the progress of
the Company for the 2012 fiscal year.
VI
Opinion of the Board of Directors regarding the content of
the report submitted by the Executive Chairman and Chief Executive
Officer.
Opinion of the Board of Directors regarding the report of the
Company for the fiscal year ended December
31, 2012.
VII
Report of the Board of Directors on major policies and
accounting criteria and information.
Shareholders will be informed regarding the main policies,
accounting and information criteria.
VIII
Report of the Board of Directors regarding the activities of
the Audit Committee and Corporate Practices Committee during the
2012 fiscal year.
Communicate to the shareholders the Annual Activity Report of
the Audit Committee and Corporate Practices Committee of the
Company, in connection to the activities carried out during the
year 2012.
IX
Report of operations and activities in which the Company has
participated
Inform the relevant operations in which the company has
participated.
X
Appointment and re-election, as applicable, of Shares classes
"B" and "F" members and alternate members of the Board of Directors
and approval of the structure of board members
remuneration.
It will be submitted for approval the modification of the
composition of the Board of Directors, as well as the remunerations
to be paid to the Directors and alternate members of the Board of
Directors.
XI
Appointment and re-election, as applicable, of the Presidents
of the Audit Committee and Corporate Practices, Nomination and
Compensation Committee.
It will be submitted for approval the appointment of
D. Fernando Ruiz Sahagun as
President of the Audit Committee, as well as the appointment of as
President of the Corporate Practices, Nomination and Compensation
Committee, and ratification of all acts and diligences made in the
exercise of their functions.
XII
Appointment of delegates in order to enact the resolutions
adopted at the Meeting and, if applicable, to formalize such
resolutions
Submit for approval the nomination of persons to make all
necessary procedures and formalities with the relevant
authorities.
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It is reported that the calls to the Special Meeting of shares
classes "B" and the Annual General Meeting of Shareholders, have
been published by the mainstream media. They have also been
published through electronic networks on page of Mexican Stock
Exchange, S.A B. de CV (Bolsa Mexicana de Valores, S.A.B. de C.V.)
and National Banking Commission and Securities (the Comision
Nacional Bancaria y de Valores).
It is important that all holders of the Shares classes of Grupo
Financiero Santander, S.A.B. de C.V., that consider to attend or be
represented at the Meetings convened, follow the procedure set out
in the calls published.
It also recommends that in advance: i) collect the certificate
issued by the Central Securities depository for the Mexican
securities market (S.D. Indeval Institution to the Deposito de
Valores, S.A. de C.V.) and, ii) obtain and complete the form (proxy
and / or voting power) that will be available at the offices of the
Council Secretariat in the days and times indicated in the notice,
and delivered to the mentioned office.
Holders of shares of the Grupo Financiero Santander by listing
on the stock exchanges in Mexico
and New York, may vote and be
represented in the Assembly convened, through the "Custodian" on
the instructions and procedures, under the Contract held by the
Company with financial intermediaries.
Mexico, DF, April
2013
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Lic
Alfredo Acevedo Rivas.
Secretary of the Board of
Directors
About Grupo Financiero Santander Mexico
Grupo Financiero Santander Mexico, S.A.B. de C.V. (Santander
Mexico), one of Mexico's leading
financial services holding companies, provides a wide range of
financial and related services, including retail and commercial
banking, securities brokerage, financial advisory and other related
investment activities. Santander Mexico offers a multichannel
financial services platform focused on mid- to high-income
individuals and small- to medium-sized enterprises, while also
providing integrated financial services to larger multinational
companies in Mexico. As of
December 31, 2012, Santander Mexico
had total assets of Ps.750.3 billion under Mexican GAAP and more
than 10.0 million customers. Headquartered in Mexico City, the Company operates 1,170
branches nationwide and has a total of 13,385 employees.
SOURCE Grupo Financiero Santander Mexico, S.A.B. de C.V.