TIDMBVA
RNS Number : 2765B
Banco Bilbao Vizcaya Argentaria SA
10 February 2022
Banco Bilbao Vizcaya Argentaria, S.A. (BBVA), in compliance with
the Securities Exchange legislation, hereby files
OTHER RELEVANT INFORMATION
BBVA's Board of Directors has resolved to call the Annual
General Shareholders' Meeting, to be held in Bilbao, at Palacio
Euskalduna, avenida Abandoibarra number 4, on 17 March 2022, at
12:00, at first call, and on 18 March 2022, in the same place and
at the same time, at second call, following the attached
agenda.
Madrid, 10 February 2022
2022 ANNUAL GENERAL SHAREHOLDERS' MEETING
BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
AGENDA
ONE .- Annual financial statements, allocation of results and
corporate management:
1.1. Approval of the annual financial statements and management
reports of Banco Bilbao Vizcaya Argentaria, S.A. and its
consolidated Group for the financial year ended 31 December
2021.
1.2. Approval of the non-financial information report of Banco
Bilbao Vizcaya Argentaria, S.A. and that of its consolidated Group
for the financial year ended 31 December 2021.
1.3. Approval of the allocation of results for the 2021 financial year.
1.4. Approval of the corporate management during the 2021 financial year.
TWO .- Approval of a distribution of 23 euro cents per share
from voluntary reserves as additional remuneration to shareholders
for the 2021 financial year.
THREE .- Adoption of the following resolutions on the
re-election and appointment of members to the Board of
Directors:
3.1. Re-election of Carlos Torres Vila.
3.2. Re-election of Onur Genç.
3.3. Appointment of Connie Hedegaard Koksbang.
Pursuant to paragraph 2 of article 34 of the Bylaws,
determination of the number of directors in the number resulting
from the resolutions adopted under this item of the Agenda, which
will be reported to the Annual General Meeting for all due
effects.
FOUR .- Delegation to the Board of Directors, with express
powers of sub-delegation, of the power to increase the Company's
share capital, for a period of five years, up to a maximum amount
corresponding to 50% of the share capital, delegating in turn the
power to exclude preemptive subscription rights, although this
power will be limited to 10% of the Bank's share capital in the
terms described in the proposed resolutions, as well as the power
to amend the corresponding article of the Bylaws.
FIVE .- Delegation to the Board of Directors, with express
powers of sub-delegation, of the power to issue convertible
securities into Company shares, for a period of five years, up to a
maximum amount of SIX BILLION EUROS (EUR 6,000,000,000), delegating
in turn the power to exclude preemptive subscription rights in such
securities issues, although this power will be limited to 10% of
the Bank's share capital in the terms described in the proposed
resolutions, as well as the power to increase the share capital in
the required amount and to amend the corresponding article of the
Bylaws.
SIX .- Authorization for the Company to carry out the derivative
acquisition of its own shares, directly or through Group companies,
setting the limits or requirements thereon and conferring on the
Board of Directors the powers necessary to execute the acquisition,
rendering without effect the unused portion of the authorization
given at the General Shareholders' Meeting held on March 16,
2018.
SEVEN .- Approval of the reduction of the share capital of the
Bank in up to a maximum amount of 10% of the share capital as of
the date of the resolution, through the redemption of own shares
purchased for the purpose of being redeemed, delegating to the
Board of Directors the implementation of the share capital
reduction on one or more occasions.
EIGHT .- Approval of a maximum level of variable remuneration of
up to 200% of the fixed component of the total remuneration for a
certain group of employees whose professional activities have a
significant impact on Banco Bilbao Vizcaya Argentaria, S.A.'s or on
its Group's risk profile.
NINE .- Appointment of the statutory auditors of Banco Bilbao
Vizcaya Argentaria, S.A. and its consolidated Group for the 2022,
2023 and 2024 financial years.
TEN .- Delegation of powers to the Board of Directors, with the
authority to substitute, in order to formalise, amend, interpret
and execute the resolutions adopted by the Annual General
Meeting.
ELEVEN .- Consultative vote on the Annual Report on the
Remuneration of Directors of Banco Bilbao Vizcaya Argentaria,
S.A.
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END
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