SEC Form 6-K filed by Banco Santander Mexico S.A. Institucion de Banca Multiple Grup
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2023
Commission File Number: 000-55899
BANCO SANTANDER MÉXICO, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO SANTANDER MÉXICO
(Exact Name of Registrant as Specified in Its Charter)
Avenida Prolongación Paseo de la Reforma 500
Colonia Lomas de Santa Fe
Alcaldía Álvaro Obregón
01219, Ciudad de México
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
| Form 20-F | X |
Form 40-F |
BANCO SANTANDER MÉXICO, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO SANTANDER MÉXICO
TABLE OF CONTENTS
| ITEM | |
| 1. | Call and Agenda for the Special Shareholders’ Meeting to be held on April 24, 2023. |
| 2. | Call and Agenda for the Annual General Ordinary Shareholders’ Meeting to be held on April 24, 2023 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BANCO SANTANDER MÉXICO, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO SANTANDER MÉXICO | ||||
| By: | /s/ Hector Chávez Lopez | |||
| Name: | Hector Chávez Lopez | |||
| Title: | Executive Director of Investor Relations | |||
Date: March 29, 2023
Item 1
BANCO SANTANDER MÉXICO, S.A.,
INSTITUCIÓN DE BANCA MÚLTIPLE,
GRUPO FINANCIERO SANTANDER MÉXICO
CALL
By resolution of the Company’s Board of Directors, the shareholders of Series “B” shares of Banco Santander México, S.A., Institución de Banca Múltiple, Grupo Financiero Santander México pursuant to the Mexican General Corporations Law and the Corporate Bylaws, are called to the Series "B" Special Shareholders’ Meeting, to be held at 12:00 P.M. on April 24, 2023, at the Company’s offices, located at Prolongación Paseo de la Reforma No. 500, Col. Lomas de Santa Fe, Alcadía Álvaro Obregón, C.P. 01219, in Mexico City, to address the following subjects:
| I.- | Resignation, appointment and, as the case may be, ratification of the members of the Company’s Board of Directors and the Company's Statutory Auditors, representing Series “B” shares and the Company’s capital stock. |
| II.- | Appointment of special delegates to formalize and carry out the resolutions adopted at the Meeting. |
In order to attend the Meeting, shareholders shall present the corresponding form (Admission Card), which shall be issued at the offices of the Secretary of the Company at Prolongación Paseo de la Reforma número 500, 2nd floor -207, Col. Lomas de Santa Fe, Alcaldía Álvaro Obregón, in Mexico City. Likewise, shareholders are informed that the forms required to attend and exercise their voting rights at such Meeting will be delivered upon the presentation of the certificate issued by S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V., accompanied by the list of holders of such securities prepared for such purpose, and a copy of the Federal Taxpayer Registry of each stockholder pursuant to the terms of article 27 of the Mexican Federal Tax Code. The Registry of Shareholders shall be closed two business days before the date of the Shareholders' Meeting takes place.
Likewise, the information mentioned in the Agenda shall be at the shareholders disposal at no cost at the domicile of the Company mentioned in the foregoing paragraph and will be available to shareholders at least fifteen days prior to the date the Shareholders' Meeting takes place, pursuant to the provisions of article 16 bis of the Mexican Banking Law and article 49 subsection I of the Mexican Securities Market Law.
The shareholders may be represented at the Meeting by a proxy appointed via power of attorney indicated in the forms prepared by the Company under the terms of article 16 of the Mexican Banking Law and article 49 subsection III of the Mexican Securities Market Law. Such forms shall be at the disposal of the shareholders from the date hereof at the domicile of the Secretary of the Company so that they may collect them and distribute them among their representatives.
Mexico City as of March 28, 2023
_________________________________
Lic. Fernando Borja Mujica
Secretary of the Board of Directors
Item 2
BANCO SANTANDER MÉXICO, S.A.,
INSTITUCIÓN DE BANCA MÚLTIPLE,
GRUPO FINANCIERO SANTANDER MÉXICO
CALL
By resolution of the Board of Directors of the Company, the holders of Series "F" and Series "B" shares of the capital stock of Banco Santander México, S.A., Institución de Banca Múltiple, Grupo Financiero Santander México (the “Company”), pursuant to the Mexican General Corporations Law and the Corporate Bylaws, are called to an Annual General Ordinary Shareholders’ Meeting to take place at 12:15 P.M. on April 24, 2023 at the offices of the Company, located at Prolongación Paseo de la Reforma número 500, módulo 207, Colonia Lomas de Santa Fe, Alcaldía Álvaro Obregón, C.P. 01219, Mexico City, to address the following subjects:
AGENDA
| I. | Submission of the Board of Directors report in connection with the Company’s performance during the fiscal year ended as of December 31, 2022, including: (i) the Financial Statements under the criteria of the National Banking and Securities Commission (CNBV) and IFRS, on such date, and (ii) the external and statutory auditor’s report. |
| II. | Proposal and, as the case may be, approval of the allocation of profits. |
| III. | Company’s General Director’s report on the business status, corresponding to fiscal year 2022. |
| IV. | Report with respect to the Opinion issued by the Board of Directors regarding the content of the report of the Company’s General Director. |
| V. | Board of Director’s report on the main accounting and information policies and criteria. |
| VI. | Report with respect to compliance with the tax obligations discharged by the Company in the fiscal years 2022. |
| VII. | Report on the transactions and activities in which the Company participated. |
| VIII. | Board of Director’s report with respect to the activities of the Company’s Audit Committee and the Corporate Practices, Nominations and Compensations Committee during fiscal year 2022. |
| IX. | Report on the resignation, appointment and, if applicable, ratification of the Regular and Alternate members of the Board of Directors and the Company's Statutory Auditors, elected as representatives of Series “F” and Series “B” shares, which are part of the Company’s capital stock. Determination of compensations thereto. |
| X. | Designation of special delegates to formalize and carry out the resolutions adopted at the meeting. |
In order to attend the Meeting, shareholders shall present the corresponding form (Admission Card), which shall be issued at the offices of the Secretary of the Company at Prolongación Paseo de la Reforma número 500, 2nd floor -207, Col. Lomas de Santa Fe, Alcaldía Álvaro Obregón, in Mexico City. Likewise, shareholders are informed that the forms required to attend and exercise their voting rights at such Meeting will be delivered upon the presentation of the certificate issued by S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V., accompanied by the list of holders of such securities prepared for such purpose, and a copy of the Federal Taxpayer Registry of each stockholder pursuant to the terms of article 27 of the Mexican Federal Tax Code. The Registry of Shareholders shall be closed two business days before the date of the Shareholders' Meeting takes place.
Likewise, the information mentioned in the Agenda shall be at the shareholders disposal at no cost at the domicile of the Company mentioned in the foregoing paragraph and will be available to shareholders at least fifteen days prior to the date the Shareholders' Meeting takes place, pursuant to the provisions of article 16 bis of the Mexican Banking Law and article 49 subsection I of the Mexican Securities Market Law.
The shareholders may be represented at the Meeting by a proxy appointed via power of attorney indicated in the forms prepared by the Company under the terms of article 16 of the Mexican Banking Law and article 49 subsection III of the Mexican Securities Market Law. Such forms shall be at the disposal of the shareholders from the date hereof at the domicile of the Secretary of the Company so that they may collect them and distribute them among their representatives.
Shareholders are informed that any distribution derived from the application of results indicated in item II of the Agenda will require the approval of a Shareholders' Meeting to be called, if necessary, at a later date for this purpose.
Mexico City as of March 28, 2023
_________________________________
Lic. Fernando Borja Mujica
Secretary of the Board of Directors