TIDMBVA
RNS Number : 4161T
Banco Bilbao Vizcaya Argentaria SA
17 March 2023
Banco Bilbao Vizcaya Argentaria, S.A. (BBVA), in compliance with
the Securities Exchange legislation, hereby files
OTHER RELEVANT INFORMATION
Attached hereto is the text of the resolutions adopted by the
Annual General Shareholders' Meeting of Banco Bilbao Vizcaya
Argentaria, S.A. that has been held today.
Bilbao, 17 March 2023
RESOLUTIONS OF THE ANNUAL GENERAL SHAREHOLDERS' MEETING OF BANCO
BILBAO VIZCAYA ARGENTARIA, S.A., HELD ON 17 MARCH 2023
_____________________________________________________________________
RESOLUTIONS UNDER AGA ITEM ONE
_____________________________________________________________________
1.1. Approve, under the terms set out in the legal
documentation, the individual and consolidated annual accounts and
management reports of Banco Bilbao Vizcaya Argentaria, S.A. and of
its Group for the financial year ending December 31, 2022.
Authorise the Chairman, Carlos Torres Vila, the General
Secretary and Secretary to the Board of Directors, Domingo Armengol
Calvo, and the Deputy Secretary to the Board of Directors, Amaya
María Llovet Díaz, indistinctly and with powers of substitution, to
file the individual and consolidated annual accounts, management
reports and auditors' reports of Banco Bilbao Vizcaya Argentaria,
S.A. and of its Group, as well as to issue the corresponding
certificates pursuant to Article 279 of the Corporate Enterprises
Act and Article 366 of the Commercial Registry Regulations.
1.2. Approve the individual and consolidated non-financial
information report of Banco Bilbao Vizcaya Argentaria, S.A. and
that of its Group for the financial year ending December 31,
2022.
Authorize the Chairman, Carlos Torres Vila, the General
Secretary and Secretary of the Board of Directors, Domingo Armengol
Calvo, and the Deputy Secretary of the Board of Directors, Amaya
María Llovet Díaz, so that any of them, indistinctly and with
powers of substitution, may complete, correct, formalize, publish,
interpret, clarify, extend, develop or execute any of the documents
indicated in the preceding paragraph.
1.3. Approve the proposed allocation of profits of Banco Bilbao
Vizcaya Argentaria, S.A. corresponding to 2022 in the amount of EUR
4,815,555,217.56 (four billion, eight hundred and fifteen million,
five hundred and fifty-five thousand, two hundred and seventeen
euros and fifty-six cents of euro), as follows:
-- The amount of EUR 2,592,950,122.52 (two billion, five hundred
and ninety-two million, nine hundred and fifty thousand, one
hundred and twenty-two euros and fifty-two cents of euro) to the
payment of dividends, of which:
a) EUR 723,613,987.68 (seven hundred and twenty-three million,
six hundred and thirteen thousand, nine hundred and eighty-seven
euros and sixty-eight cents of euro) has already been paid in full
prior to this Annual General Meeting as an interim dividend on
account of the 2022 dividend, in accordance with the resolution
adopted by the Board of Directors at its meeting held on 28
September 2022; and
b) the remaining EUR 1,869,336,134.84 (one billion, eight
hundred and sixty-nine million, three hundred and thirty-six
thousand, one hundred and thirty-four euros and eighty-four cents
of euro) will be allocated to the payment of the final dividend for
the year 2022 in a gross amount of EUR 0.31 (thirty-one cents of
euro) per outstanding share of the Bank with the right to
participate in said distribution. Payment to shareholders will take
place on 5 April 2023.
In this respect, it is resolved to ratify, insofar as necessary,
the resolution adopted by the Board of Directors on 28 September
2022 approving the payment of the aforementioned amount as an
interim dividend on account of the 2022 dividend.
-- The remaining profit, that is, the amount of EUR
2,222,605,095.04 (two billion, two hundred and twenty-two million,
six hundred and five thousand, ninety-five euros and four cents of
euro), will be allocated to the Company's voluntary reserve
funds.
1.4. Approve the management of the Banco Bilbao Vizcaya
Argentaria, S.A. Board of Directors for the financial year
2022.
RESOLUTIONS UNDER AGA ITEM TWO
_____________________________________________________________________
On the basis of the proposal made by the Appointments and
Corporate Governance Committee, the General Shareholders' Meeting
has approved the re-election of Raúl Catarino Galamba de Oliveira,
Lourdes Máiz Carro and Ana Leonor Revenga Shanklin as members of
the Board of Directors, with the status of independent directors,
for the statutory three-year period.
Following the favorable report of the Appointments and Corporate
Governance Committee, the General Shareholders' Meeting has also
approved the re-election of Carlos Vicente Salazar Lomelín, as
member of the Board of Directors, with the status of other external
director, for the statutory three-year period.
Likewise, following the proposal of the Appointments and
Corporate Governance Committee, the appointment of Sonia Lilia Dulá
as member of the Board of Directors, with the status of independent
director, for the statutory period of three years, has been
approved by the General Shareholders' Meeting.
The approved re-elections and appointment are accompanied by the
report of the Board of Directors stipulated in article 529 decies
of the Corporate Enterprises Act and, in the case of the
re-election of Carlos Vicente Salazar Lomelín, the favorable report
of the Appointments and Corporate Governance Committee is also
included. These reports have been made available to shareholders as
of the date on which the convening notice of the General Meeting
was made public.
Consequently, the General Meeting has adopted the following
resolutions:
2.1. Re-elect Raúl Catarino Galamba de Oliveira, of legal age,
Portuguese nationality and domiciled for these purposes at Calle
Azul, 4, Madrid, as a member of the Board of Directors, with the
status of independent director, for the statutory three-year
period.
2.2. Re-elect Lourdes Máiz Carro, of legal age, Spanish
nationality and domiciled for these purposes at Calle Azul, 4,
Madrid, as a member of the Board of Directors, with the status of
independent director, for the statutory three-year period.
2.3. Re-elect Ana Leonor Revenga Shanklin, of legal age, Spanish
nationality and domiciled for these purposes at Calle Azul, 4,
Madrid, as a member of the Board of Directors, with the status of
independent director, for the statutory three-year period.
2.4. Re-elect Carlos Vicente Salazar Lomelín, of legal age,
Mexican nationality and domiciled for these purposes at Calle Azul,
4, Madrid, as a member of the Board of Directors, with the status
of other external director, for the statutory three-year
period.
2.5. Appoint Sonia Lilia Dulá, of legal age, US nationality and
domiciled for these purposes at Calle Azul, 4, Madrid, as a member
of the Board of Directors, with the status of independent director,
for the statutory three-year period.
Pursuant to Paragraph 2 of Article 34 of the Bylaws, establish
the number of directors that form part of the Board of Directors of
Banco Bilbao Vizcaya Argentaria, S.A. in 15.
RESOLUTIONS UNDER AGA ITEM THREE
_____________________________________________________________________
One .- Approve the share capital reduction of Banco Bilbao
Vizcaya Argentaria, S.A. (the "Company" or "BBVA") by up to a
maximum amount of 10% of the share capital on the date of this
resolution (this is, by up to a maximum nominal amount of EUR
295,475,711.64 (two hundred and ninety-five million, four hundred
and seventy-five thousand, seven hundred and eleven euros and
sixty-four euro cents), corresponding to 603,011,656 (six hundred
and three million, eleven thousand, six hundred and fifty-six)
shares with a nominal value of EUR 0.49 (forty-nine euro cents),
subject to obtaining, where appropriate, the corresponding
regulatory authorizations, through the redemption of own shares
acquired derivatively by BBVA by virtue of the authorization
granted by the BBVA General Shareholders' Meeting held on 18 March
2022 under item six of the agenda, through any mechanism whose
objective or purpose is redemption, all in compliance with the
provisions of the legislation or regulations in force, as well as
with any limitations that any competent authorities may establish.
The implementation period of this resolution will end on the date
of the next Annual General Shareholders' Meeting, being rendered
null and void from that date in respect of the amount not
executed.
The final figure for the share capital reduction will be set by
the Board of Directors, within the maximum amount referred to
above, based on the final number of shares that are purchased and
that the Board of Directors decides to redeem in line with the
delegation of powers approved below.
The share capital reduction does not involve the repayment of
shareholder contributions as the Company itself holds the shares to
be redeemed, and the share capital reduction will be recorded as a
charge to unrestricted reserves by provision of a restricted
reserve for redeemed share capital in the amount equal to the
nominal value of the shares redeemed, which may be disposed of only
under the same requirements as those stipulated for the share
capital reduction, as provided for in Article 335 c) of the
Corporate Enterprises Act, by which the Company's creditors will
not be entitled to exercise their right of opposition set forth in
Article 334 of the Corporate Enterprises Act.
To confer authority on the Board of Directors, in the broadest
terms, authorizing it to subdelegate to the Executive Committee
(which in turn, has subdelegation powers); to the Chairman of the
Board of Directors; to the Chief Executive Officer; and to any
other person to whom the Board explicitly grants powers to this
effect, in order to totally or partially execute the aforementioned
share capital reduction, on one or more occasions, within the
established timeframe and in the manner it deems most appropriate,
with the power to, in particular and without limitation:
(i) Determine the number of shares to be redeemed in each
execution, deciding whether or not to execute the resolution in
whole or in part if no own shares are finally repurchased for the
purpose of being redeemed or if, having been repurchased for that
purpose, (a) they have not been purchased, on one or more
occasions, in a sufficient number to reach 10% of the share capital
limit on the date of this resolution; or (b) market conditions,
Company circumstances or any event of social or economic importance
make it advisable for reasons of corporate interest or prevent its
execution; notifying of this decision in any case to the next
Annual General Shareholders' Meeting.
(ii) Declare closed each of the executions of the share capital
reduction finally agreed, setting, as appropriate, the final number
of shares to be redeemed in each execution and, therefore, the
amount by which the Company's share capital must be reduced in each
execution, in accordance with the limits established in this
resolution.
(iii) Redraft the article of the Bylaws governing the share
capital so that it reflects the new share capital figure and the
number of outstanding shares after each approved share capital
reduction.
(iv) Request, as appropriate, the delisting of the shares to be
redeemed by virtue of this delegation in official or unofficial,
regulated or unregulated, organized or not, domestic or foreign
secondary markets, taking such steps and actions as may be
necessary or advisable for this purpose before the relevant public
and/or private bodies, including any action, declaration or
management before any competent authority in any jurisdiction,
including, but not limited to, the United States of America for the
delisting of the shares represented by ADSs (American Depositary
Shares).
(v) Execute all public and/or private documents, and to enter
into as many acts, legal transactions, contracts, declarations and
operations that may be necessary or advisable to carry out each
execution of the approved share capital reduction.
(vi) Publish as many announcements as may be necessary or
appropriate regarding the share capital reduction and each of its
executions, and carry out any actions required for the effective
redemption of the shares referred to in this resolution.
(vii) Set the terms and conditions of the reduction in any
matters not provided in this resolution, as well as to carry out
any procedures and formalities required to obtain the consents and
authorizations required for the effectiveness of this
resolution.
Two .- Nullify, for the unused part, the resolution adopted by
the Annual General Shareholders' Meeting held on 18 March 2022,
under item seven of the agenda.
RESOLUTIONS UNDER AGA ITEM FOUR
_____________________________________________________________________
As laid down in Article 529 novodecies of the Spanish Corporate
Enterprises Act, approve the Directors' Remuneration Policy of
Banco Bilbao Vizcaya Argentaria, S.A. (the "Policy") to be applied
as from the date of its approval (hence, for 2023 financial year)
and throughout the following three financial years (i.e., during
2024, 2025 and 2026 financial years), whose text together with the
specific report of the Remuneration Committee and the remaining
documentation pertaining to the General Meeting, was made available
to the shareholders as of the date on which this General Meeting
was convened.
The approval of this new Policy includes, as established
therein, the approval of(i) an increase of the maximum number of
shares to be delivered, where appropriate, to non-executive
directors, in execution of the fixed remuneration system with
deferred delivery of BBVA shares, in 800,000 (eight hundred
thousand) additional shares with respect to the number of shares
approved by the General Shareholders' Meeting of April 20, 2021;
and (ii) the allocation of a maximum number of 8,000,000 (eight
million) BBVA shares to be delivered (directly or through
instruments linked to shares, such as, for instance, options),
where appropriate, to executive directors in execution of the
payment rules of the annual variable remuneration that apply to
them. All this, in the terms set forth in the Policy.
Likewise, authorize the Board of Directors, with express
subdelegation powers, to the fullest extent required by law to
interpret, elaborate, enter into and implement this resolution,
adopting as many agreements and signing as many public or private
documents as may be necessary or appropriate for its full effect,
including adapting the Policy when necessary and at the proposal of
the Remunerations Committee to any circumstances that may arise,
the rules set forth in applicable law, recommendations or best
practices on the subject and to the specific requirements set by
supervisors, or by any other competent authority, including, but
not limited to, any stock exchange, domestic or otherwise, provided
that this does not imply a substantial change in its terms and
conditions that, in accordance with applicable laws, should be
newly submitted to consideration by the General Meeting; and, in
particular, to:
a) Develop and establish the specific terms and conditions of
the remuneration systems for non-executive directors and executive
directors as regards any matters not laid down in the Policy,
specifically including, but not limited to, designating
beneficiaries, performing actions related to new directors and
departures, resolving the vesting and settlement of the
remuneration, as well as the terms thereof, establishing cases for
early consolidation and settlement, as the case may be, and
confirming compliance with any applicable terms and conditions to
which this vesting and settlement is subject.
b) Adapt the content and terms and conditions of the Policy to
any corporate transactions or exceptional circumstances that may
arise while it is in force, either in connection with Banco Bilbao
Vizcaya Argentaria, S.A. or the companies of its Group, or, in the
case of the remuneration system for executive directors, in
connection with the indicators selected to determine their variable
remuneration or with the banks comprising the reference group for
the TSR indicator, as applicable, such that it remains under
equivalent terms and conditions.
c) Adapt the content of the Policy to any requirements,
observations or requests that the competent supervisors may make
and, specifically, make adjustments to the percentages and deferral
periods of the annual variable remuneration applicable to the
executive directors of Banco Bilbao Vizcaya Argentaria, S.A., as
well as to the withholding period for shares or instruments, or to
the rules established for its calculation.
d) Approve and establish as many developments as may be
necessary to ensure the applicability of the variable remuneration
reduction and recovery clauses established in the Policy and their
compliance with applicable regulations, including, but not limited
to, establishing and implementing the the recoupment policy that
may be necessary to comply with the listing standard approved by
the New York Stock Exchange ("New York Stock Exchange" and "NYSE
Listing Standard", respectively) in development of Section 10D of
the Securities Exchange Act of 1934 (the "Dodd-Frank Recoupment
Policy"), as well as with any other regulations or requirements
that are applicable to Banco Bilbao Vizcaya Argentaria, S.A. at any
given time.
e) Authorize the award of counterparty and liquidity contracts
with any financial institutions that it freely designates, under
the terms and conditions it deems appropriate.
f) Generally, perform as many actions or sign as many documents
as may be required or appropriate to ensure the validity,
effectiveness, implementation, elaboration and execution of the
Policy.
RESOLUTIONS UNDER AGA ITEM FIVE
_____________________________________________________________________
For the purposes of the provisions of Article 34.1 g) of Act
10/2014 of June 26, on the regulation, supervision and solvency of
credit institutions, to approve a maximum level of variable
remuneration of up to 200% of the fixed component of total
remuneration for a group of employees whose professional activities
have a material impact on the risk profile of Banco Bilbao Vizcaya
Argentaria, S.A. (the "Bank") or its Group, enabling subsidiaries
of the Bank to likewise apply said maximum level to their
professionals, pursuant to the Report issued in this regard by the
Board of Directors of the Bank on February 9, 2023, and which has
been made available to shareholders as of the date on which this
General Meeting was convened.
RESOLUTIONS UNDER AGA ITEM SIX
_____________________________________________________________________
Authorize the Board of Directors, with express substitution
powers in favor of the Executive Committee or to the director or
directors it deems convenient, as well as to any other person whom
the Board expressly empowers for the purpose, the necessary powers,
as broad as required under law, to establish, interpret, clarify,
complete, modify, correct, develop and execute, when they deem most
convenient, each of the resolutions adopted by this General
Meeting; to draw up and publish the notices required by law; and to
perform the necessary proceedings as may be necessary to obtain the
due authorizations or filings from the Bank of Spain; the European
Central Bank; Ministries, including the Ministry of Tax and the
Ministry of Economy Affairs and Digital Transformation; the
National Securities Market Commission; the entity in charge of the
recording of book entries; the Commercial Registry; or any other
national or foreign public or private body.
Additionally, authorize the Chairman, Carlos Torres Vila; the
General Secretary and Secretary of the Board, Domingo Armengol
Calvo; and the Deputy Secretary of the Board, Amaya María Llovet
Díaz so that any of them, indistinctively, may perform such acts as
may be appropriate to implement the resolutions adopted by this
General Meeting, in order to file them with the Commercial Registry
and with any other registries, including in particular, and among
other powers, that of appearing before any Notary Public to execute
the public deeds and notarized documents necessary or advisable for
such purpose, correct, ratify, interpret or supplement what has
been resolved and formalize any other public or private document
that may be necessary or advisable to execute and fully register
the resolutions adopted, without needing a new General Meeting
resolution, and to make the mandatory deposit of the individual and
consolidated annual financial statements in the Commercial
Registry.
RESOLUTIONS UNDER AGENDA ITEM SEVEN
_____________________________________________________________________
Approve, on a consultative basis, the Annual Report on the
Remuneration of Directors of Banco Bilbao Vizcaya Argentaria, S.A.
corresponding to financial year 2022, which has been made available
to shareholders, together with the remaining documents related to
the General Meeting, as of the date on which the General Meeting
was convened.
Additionally, it is informed that, after the General
Shareholders' Meeting, the term of office of the director Susana
Rodríguez Vidarte expired, and thus she ceased to be member of the
Board of Directors. Consequently, she also ceased to be a member of
the Executive Committee, the Risk and Compliance Committee and the
Appointments and Corporate Governance Committee.
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END
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