SANTANDER FINANCE PREFERRED, S.A. UNIPERSONAL AGREEMENT OF THE GENERAL SHAREHOLDERS’ MEETING
Exhibit
3.8
SANTANDER
FINANCE PREFERRED, S.A. UNIPERSONAL
AGREEMENT
OF THE GENERAL SHAREHOLDERS’ MEETING
I,
Xx.
Xxxxxxx Xxxxxxxxxx Xxxxxxxxx-Xxxxxxx, Secretary of the Board of Directors of
SANTANDER FINANCE PREFERRED, S.A. Unipersonal, with registered address in
Santander Group City, Boadilla del Monte, Avenida de Cantabria, Edificio
Encinar
and with Tax registration number A-83916437, of which Mr. Xxxx Xxxxxxx Xxxxx
Xxxxx is the Chairman,
CERTIFY:
That
in
the General Shareholders’ Meeting of the Company held in Santander Group City,
Boadilla del Monte, Avenida de Cantabria, Edificio Encinar on 9th February
2005, in
the presence of the sole Shareholder who represents the totality of the capital
subscribed and paid-in, chaired by Xx. Xxxx Xxxxxxx Xxxxxxx Xxxxxxx, and with
Xx. Xxxxxxx Xxxxxxxxxx Xxxxxxxxx-Xxxxxxx as Secretary, the following agreements
were taken up, by unanimity and among others, which were included in the
Agenda,
which was also approved by unanimity:
| Second; | Cessation and appointment of Board Members |
It
is
agreed for Xx. Xxxx Xxxxxxx Xxxxxxx Xxxxxxx to cease as Board Member of the
Company, with him being thanked by the Company for the services rendered
as
Board Member and Chairman of its Board of Directors, and in substitution
of the
same for Mr. Xxxx Xxxxxxx Xxxxx Xxxxx, domiciled for these purposes
in Santander Group City, Boadilla del Monte, Avenida de Cantabria,
Edificio Encinar, married, and with Spanish identification Card and Taxpayer
number 2879407-Z, to be appointed as the new Board Member, for the term set
down
in the Articles of Association, he being present at the Meeting and accepting
the appointment of the position and taking possession of the same, declaring
not
to be included in any legal incompatibilities.
|
Third:
|
Modification
of Article 6 of the Articles of Association of the
company
|
It
is
agreed for Article 6 of the Articles of Association of the Company to be
modified, which will have the following literal text from now on
“ARTICLE
6. The registered address is established in Santander Group City, Boadilla
del
Monte, Avenida de Cantabria, Edificio Encinar.
The
change
of the address within the same municipal area, as well as the creation, closure
or changing of address of any branches, agencies or delegations, both in
national territory and abroad, that the development of the activity of the
company may render necessary or convenient corresponds to the Organ of
Administration”.
|
Fourth:
|
Delegation
of powers
|
The
Board
Members Xx. Xxxxxxx Xxxxx Xxxxxx, Xx. Xxxxx Xxxxxxx Xxxxx and the Secretary of
the Board of Directors, Xx. Xxxxxxx Xxxxxxxxxx Xxxxxxxxx-Xxxxxxx, are empowered
in order for any of these, indistinctly, to be able to execute the preceding
agreements that may be so required and, to such purposes, to appear before
a
Notary and execute those public or private documents necessary or convenient
for
the due formalization and registration of the same, and especially however
many
corrections as may be required for the classification of the Mercantile
Register.
In
addition, I CERTIFY
That
the
Minutes of the Session of the Universal and Extraordinary Shareholders’ Meeting
were approved by unanimity and signed once the same had been finalized by
the
Secretary, with the approval of the Chairman, and by the representative of
the
shareholder present, being the title-holder of the totality of the capital
subscribed and paid-in of the company.
In
order
for it to be recorded to the appropriate effects, I issue and sign the present
certification with the approval of the Chairman, in Santander Group City,
Boadilla del Monte, on 10th February
2005.
Approved:
The
Chairman The
Secretary
