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, 15
March 2024
RESOLUTIONS OF THE ANNUAL GENERAL SHAREHOLDERS' MEETING OF
BANCO BILBAO VIZCAYA ARGENTARIA, S.A., HELD ON 15 MARCH
2024
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RESOLUTIONS UNDER AGENDA ITEM ONE
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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, 2023.
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,
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, 2023.
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 2023 in the amount of EUR 4,807,412,888.42
(four billion, eight hundred and seven million, four hundred and
twelve thousand, eight hundred and eighty-eight euros and forty-two
cents of euro), as follows:
● The amount
of EUR 3,228,872,429 (three billion, two hundred and twenty-eight
million, eight hundred and seventy-two thousand, four hundred and
twenty-nine euros) to the payment of dividends, of
which:
a) EUR
952,075,680.80 (nine hundred and fifty-two million, seventy-five
thousand, six hundred and eighty euros and eighty cents of euro)
has already been paid in full prior to this Annual General Meeting
as an interim dividend on account of the 2023 dividend, in
accordance with the resolution adopted by the Board of Directors at
its meeting held on 27 September 2023; and
b) the remaining
EUR 2,276,796,748.20 (two billion, two hundred and seventy-six
million, seven hundred and ninety-six thousand, seven hundred and
forty-eight euros and twenty cents of euro) will be allocated to
the payment of the final dividend for the year 2023 in a gross
amount of EUR 0.39 (thirty-nine cents of euro) per outstanding
share of the Bank with the right to participate in said
distribution when paid. Payment to shareholders will take place on
10 April 2024.
In this respect, it is resolved to
ratify, insofar as necessary, the resolution adopted by the Board
of Directors on 27 September 2023 approving the payment of the
aforementioned amount as an interim dividend on account of the 2023
dividend.
● The
remaining profit, that is, the amount of EUR 1,578,540,459.42 (one
billion, five hundred and seventy-eight million, five hundred and
forty thousand, four hundred and fifty-nine euros and forty-two
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 2023.
RESOLUTIONS UNDER AGENDA ITEM TWO
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The re-election of José Miguel
Andrés Torrecillas, Jaime Félix Caruana Lacorte, Ana Cristina
Peralta Moreno and Jan Paul Marie Francis Verplancke as members of
the Board of Directors, with the status of independent directors,
for the statutory mandated period of three years, has been approved
by the General Meeting, at the proposal of the Appointments and
Corporate Governance Committee.
Likewise, the re-election of Belén
Garijo López as member of the Board of Directors, with the status
of other external director, for the statutory three-year period,
has been approved by the General Meeting, following a favorable
report from the Appointments and Corporate Governance
Committee.
Lastly, the appointments of Enrique
Casanueva Nárdiz, as independent director, and Cristina de Parias
Halcón, as other external director, as members of the Board of
Directors for the statutory three-year period, have been approved
by the General Meeting, at the proposal of the Appointments and
Corporate Governance Committee.
The approved re-elections and
appointments have been 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-electionof Belén Garijo
López with the favorable report of the Appointments and Corporate
Governance Committee. In the case of the appointment of Cristina de
Parias Halcón, it is noted that the status of other external
director comes from the Appointments and Corporate Governance
Committee, which issued a reasoned proposal that includes all
relevant information for the purposes of sections 4 and 6 of
Article 529 decies of the Corporate Enterprises Act. These reports
and reasoned proposal have been made available to shareholders as
of the date on which the call notice of the General Meeting was
made public.
Consequently, the General Meeting
approved the following resolutions:
2.1.
Re-elect José Miguel Andrés Torrecillas, of legal age, of Spanish
nationality and domiciled for these purposes at Calle Azul, 4,
Madrid, as member of the Board of Directors, with the status of
independent director, for the statutory three-year
period.
2.2.
Re-elect Jaime Félix Caruana Lacorte, of legal age, of Spanish
nationality and domiciled for these purposes at Calle Azul, 4,
Madrid, as member of the Board of Directors, with the status of
independent director, for the statutory three-year
period.
2.3.
Re-elect Belén Garijo López, of legal age, of Spanish nationality
and domiciled for these purposes at Calle Azul, 4, Madrid, as
member of the Board of Directors, with the status of other external
director, for the statutory three-year period.
2.4.
Re-elect Ana Cristina Peralta Moreno, of legal age, of Spanish
nationality and domiciled for these purposes at Calle Azul, 4,
Madrid, as member of the Board of Directors, with the status of
independent director, for the statutory three-year
period.
2.5.
Re-elect Jan Paul Marie Francis Verplancke, of legal age, of
Belgian nationality and domiciled for these purposes at Calle Azul,
4, Madrid, as member of the Board of Directors, with the status of
independent director, for the statutory three-year
period.
2.6.
Appoint Enrique Casanueva Nárdiz, of legal age, of Spanish
nationality and domiciled for these purposes at Calle Azul, 4,
Madrid, as member of the Board of Directors, with the status of
independent director, for the statutory three-year
period.
2.7.
Appoint Cristina de Parias Halcón, of legal age, of Spanish
nationality and domiciled for these purposes at Calle Azul, 4,
Madrid, as member of the Board of Directors, with the status of
other external director, for the statutory three-year
period.
Pursuant to the provisions of
paragraph 2 of Article 34 of the Company's Bylaws, the number of
members of the Board of Directors of Banco Bilbao Vizcaya
Argentaria, S.A. has been established in 15.
RESOLUTIONS UNDER AGENDA ITEM THREE
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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 TWO HUNDRED AND EIGHTY-SIX MILLION,
FIFTY-NINE THOUSAND, SEVENTY-EIGHT EUROS AND SIXTY-TWO EURO CENTS
(EUR 286,059,078.62), corresponding to FIVE HUNDRED AND
EIGHTY-THREE MILLION, SEVEN HUNDRED AND NINETY-FOUR THOUSAND AND
THIRTY-EIGHT (583,794,038) shares with a nominal value of
FORTY-NINE EURO CENTS (EUR 0.49)), 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 will not
involve the repayment of shareholder contributions as the Company
itself will hold 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 any domestic or foreign market where BBVA's
shares are listed, 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, as well as to attend to any
formalities and obligations related to the capital reduction and
each of its executions.
(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 share capital reduction resolution adopted by the Annual
General Shareholders' Meeting held on 17 March 2023, under item
three of the agenda.
RESOLUTION UNDER AGENDA ITEM FOUR
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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 6, 2024, and
which has been made available to shareholders as of the date on
which this General Meeting was convened.
RESOLUTIONS UNDER AGENDA ITEM FIVE
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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, Commerce and Business; 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.
RESOLUTION UNDER AGENDA ITEM SIX
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Approve, on a consultative basis,
the Annual Report on the Remuneration of Directors of Banco Bilbao
Vizcaya Argentaria, S.A. corresponding to financial year 2023,
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.