TIDMBVA
RNS Number : 7458C
Banco Bilbao Vizcaya Argentaria SA
12 February 2020
Banco Bilbao Vizcaya Argentaria, S.A. (BBVA), in compliance with
the Securities Exchange legislation, hereby files
OTHER RELEVANT INFORMATION
BBVA, pursuant to the Corporate Enterprises Act, sends the full
text of the Notice of Meeting of BBVA's Annual General
Shareholders' Meeting, to be held in Bilbao, at Palacio Euskalduna,
foreseeably at first call on 13 March 2020, which has been
published today on the daily press and on BBVA's website:
www.bbva.com.
In addition, the full texts of the proposed resolutions are
enclosed herewith.
The reports on the items of the agenda that require them and the
remaining documents related to the Annual General Meeting are
available on BBVA's website: www.bbva.com.
Madrid, 12 February 2020
ANNUAL GENERAL MEETING BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
BILBAO, 13 MARCH 2020
CALL NOTICE
The Board of Directors of Banco Bilbao Vizcaya Argentaria, S.A.
(hereinafter, the Company, BBVA or the Bank), at its meeting on 10
February 2020, agreed to call the Company's Annual General Meeting,
which will be held in Bilbao at Palacio Euskalduna, 4 Avenida
Abandoibarra, on 13 March 2020, at 12 noon on first call, and in
the same location and at the same time on 14 March 2020 on second
call, in accordance with the following:
AGA
ONE.- Annual financial statements, allocation of profit 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 2019.
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 2019.
1.3. Approval of the allocation of profit for the 2019 financial year.
1.4. Approval of corporate management during the 2019 financial year.
TWO.- Adoption of the following resolutions on the re-election
and appointment of members of the Board of Directors:
2.1. Re-election of Ms Lourdes Máiz Carro.
2.2. Re-election of Ms Susana Rodríguez Vidarte.
2.3. Appointment of Mr Raúl Catarino Galamba de Oliveira.
2.4. Appointment of Ms Ana Leonor Revenga Shanklin.
2.5. Appointment of Mr Carlos Vicente Salazar Lomelín.
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.
THREE.- Approval of 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 significant impact
on the Group's risk profile.
FOUR.- Re-appointment of the statutory auditors of Banco Bilbao
Vizcaya Argentaria, S.A. and its consolidated Group for the 2020
financial year.
FIVE.- Delegation of powers on the Board of Directors, with the
power of substitution, to formalise, rectify, interpret and execute
the resolutions adopted by the Annual General Meeting.
SIX.- Consultative vote on the Annual Report on the Remuneration
of Directors of Banco Bilbao Vizcaya Argentaria, S.A.
SUPPLEMENT TO THE CALLING OF THE MEETING AND PRESENTATION OF
PROPOSED RESOLUTIONS
Pursuant to the Corporate Enterprises Act, shareholders
representing at least three percent of the share capital may: (i)
request the publication of a supplement to the calling of the
Meeting, including one or more agenda items, provided that the new
items are accompanied by a substantiation or, where applicable, a
substantiated proposed resolution; and (ii) submit substantiated
proposed resolutions on matters that are already included or that
should be included on the agenda.
If these rights are to be exercised, due notice must be provided
to the Company at its registered office at 4 Plaza de San Nicolás,
48005, Bilbao, Spain, within five days following the publication of
this calling.
ATTANCE
In accordance with the Bylaws, holders of 500 or more shares
that have been recorded in the corresponding accounting registry at
least five days before the scheduled date of the Annual General
Meeting will be entitled to attend the Meeting.
As the Annual General Meeting is likely to be held on first
call, pursuant to Article 517 of the Corporate Enterprises Act,
shareholders must have registered their shares in their name no
later than 8 March 2020 in order to participate in and vote at the
Meeting.
The Company will issue a personalised attendance card to each
shareholder entitled to attend who so requests, granting access to
the venue where the Annual General Meeting is to be held and
indicating the number of shares held. Requests may be sent to the
Shareholder Helpdesk, or made via the Company's corporate website
(www.bbva.com) or at any BBVA branch in Spain.
Holders of fewer than 500 shares may group together to reach or
exceed the required number, and shall name a representative. To do
this, shareholders must request the corresponding group card,
available at any BBVA branch in Spain.
In order to confirm the identity of shareholders or their valid
proxies, on entering the venue where the Annual General Meeting is
to be held, attendees will be asked to present their attendance
card, documents confirming their status as proxy and, where
necessary, their Spanish national identity document or any other
official document generally accepted for such purposes.
REMOTE VOTING AND PROXIES
VOTING AND DELEGATION OF PROXIES IN WRITING
Shareholders not personally attending the Annual General Meeting
may submit a ballot, using the voting form included on the
attendance card, which can be requested and submitted at any BBVA
branch in Spain.
Shareholders wishing to vote by post may request, from the date
of publication of this notice of the Annual General Meeting,
through the Shareholder Helpdesk or at any BBVA branch in Spain,
that the Company issue a postal voting document in their name. Once
completed by the established deadline and according to the
instructions therein, this document must be sent by registered post
with acknowledgement of receipt to the
Shareholder Helpdesk at C/ Azul 4, 28050 Madrid, Spain, to be processed and counted.
In order to be processed, remote votes must be received at least
24 hours prior to the scheduled date of the Annual General Meeting
on first call. Any votes arriving after this time will not be
counted.
Any shareholder entitled to attend may be represented at the
Annual General Meeting by another person, who need not necessarily
be a shareholder. Such representation must be conferred using the
delegation form included on the attendance card and may be sent to
the Company by any of the means set out in this section.
ELECTRONIC VOTING AND DELEGATION OF PROXIES
Shareholders can exercise their voting and proxy delegation
rights electronically via the Bank's corporate website
(www.bbva.com), the online banking website (www.bbva.es) or the
most up-to-date version of the mobile banking application BBVA
España (hereinafter, the BBVA España app), which is available free
of charge from the Play Store and App Store.
In order to prove their identity, shareholders who wish to vote
or delegate a proxy electronically must have a passcode.
Shareholders who use BBVA electronic banking (shareholders who
have a Multichannel Contract with the Bank) may vote or delegate
proxies electronically using the passcode they use to access the
online banking website (www.bbva.es) or the BBVA España app.
Shareholders who do not use electronic banking and shareholders
who are legal persons must obtain a passcode via the Bank's
corporate website (www.bbva.com) to access the computer
applications that are available for the 2020 Annual General Meeting
on the corporate website (www.bbva.com). To do this, shareholders
must follow the instructions in the 2020 Annual General
Meeting/Electronic Vote and Proxy page of the Bank's corporate
website (www.bbva.com).
Shareholders may exercise their voting and delegation rights
electronically prior to the Annual General Meeting, from 19
February 2020 until 12 noon on the day before the Annual General
Meeting is held on first call, i.e., until 12 noon on 12 March
2020, as follows:
a) for shareholders who use electronic banking, via the 2020
BBVA Annual General Meeting/Electronic Vote and Proxy page of the
Bank's online banking website (www.bbva.es) or the BBVA España app;
and
b) for shareholders who do not use electronic banking and
shareholders who are legal entities, via the 2020 Annual General
Meeting/Electronic Vote and Proxy page of the Company's corporate
website (www.bbva.com), once they have obtained their passcode.
In both cases, shareholders must fill in the relevant forms and
follow the relevant instructions to exercise these rights.
All information pertaining to voting and/or delegating proxies
electronically will be available on the 2020 Annual General Meeting
page of the Company's corporate website (www.bbva.com).
SUSPENSION OF ELECTRONIC SYSTEMS
The Company reserves the right to modify, suspend, shut down or
restrict the mechanisms for electronic voting and proxy delegation
when necessary or advisable for technical or security reasons.
The Company will not be liable for damages that may be caused by
overloads, breakdowns, downed lines, connection faults or similar
events beyond its control that may temporarily prevent the use of
the electronic voting or proxy systems.
REVOCATION OF VOTE OR PROXY
Shareholders' personal attendance at the Annual General Meeting
will revoke any vote or proxy submitted prior to the Meeting.
Proxies may be revoked at any time by the same means used to
delegate them.
RIGHT TO INFORMATION
Shareholders may request, up to five days before the scheduled
date of the Annual General Meeting, that directors provide any
information or clarifications that they deem necessary, or submit
written queries regarding matters on the agenda, information
accessible to the public as provided by the Company to the National
Securities Market Commission (Comisión Nacional del Mercado de
Valores) since the previous Annual General Meeting, or the
auditor's report.
Shareholders wishing to exercise their right to information may
do so in writing, addressing their correspondence to the
Shareholder Helpdesk at C/ Azul 4, 28050 Madrid, Spain, or by email
to the address given in the Right to Information section of the
2020 Annual General Meeting page of the Company's corporate website
(www.bbva.com), following the instructions therein.
As of the time of this calling, any shareholder may review, at
the registered office (4 Plaza de San Nicolás, Bilbao, Spain) or on
the 2020 Annual General Meeting page of the Company's corporate
website (www.bbva.com), the full texts of the proposed resolutions
submitted for the approval of the Annual General Meeting; the
annual financial statements and management reports, both individual
and consolidated, which include the non-financial information
statement of the Bank and its consolidated Group, and which will be
submitted for the approval of the Annual General Meeting together
with the respective statutory auditors' reports; the Annual
Corporate Governance Report corresponding to the 2019 financial
year; the curriculum vitae, category (condition) and mandatory
proposals and reports on the re- election and appointment of
directors proposed under agenda item Two; the Board of Directors'
report concerning the proposal submitted under agenda item Three;
and the Annual Report on the Remuneration of Directors of Banco
Bilbao Vizcaya Argentaria, S.A. In addition, the shareholders will
be provided with the full text of the Regulations of the Board of
Directors, the new wording of which will be reported to the Annual
General Meeting, and any other legal documentation relating to the
Annual General Meeting.
Furthermore, shareholders will have access to the reports of the
directors and independent expert/auditor (appointed by the
Commercial Registry) other than the Company auditor that have been
issued since the previous Annual General Meeting regarding the use
of delegation to issue convertible bonds (CoCo issuance), which
will be presented to the Annual General Meeting and which were
published and made available to shareholders at the time of their
issuance.
Shareholders may request that all of the aforementioned
documents be delivered or sent to them immediately and free of
charge.
Likewise, between the time of publication of this calling and
the Annual General Meeting, all documents and information relating
to the Annual General Meeting will be available on the 2020 Annual
General Meeting page of the Company's corporate website
(www.bbva.com).
ONLINE SHAREHOLDERS FORUM
Pursuant to the provisions of Article 539.2 of the Corporate
Enterprises Act, for the calling of the Annual General Meeting,
BBVA has set up an Online Shareholders Forum on the Company's
corporate website (www.bbva.com) for the legally established
purpose, which individual shareholders and duly authorised
voluntary associations of shareholders may access with due
protections, in accordance with Article 539.4 of the Corporate
Enterprises Act.
Shareholders may use the Forum to publish proposals that they
wish to submit as supplements to the agenda listed in the calling,
requests to second these proposals, and initiatives to achieve the
percentage of votes required to exercise the minority right
established by law. They may also post offers of or calls for
voluntary proxies in accordance with the instructions published on
the Bank's corporate website (www.bbva.com) for this calling.
The Forum is not a channel for communication between the Company
and its shareholders, and is intended solely to facilitate
communication between BBVA shareholders for the calling of the
Annual General Meeting before it is held.
In order to prove their identity, shareholders who wish to
access and use the Forum must have a passcode. In so doing,
shareholders must follow the relevant rules and instructions
provided on the 2020 Annual General Meeting page of the Bank's
corporate website (www.bbva.com).
Shareholders who use electronic banking can sign into on the
Forum using he passcode they use to access the online banking
website (www.bbva.es) or the BBVA España app.
Shareholders who do not use electronic banking and shareholders
who are legal persons must obtain a passcode via the Bank's
corporate website (www.bbva.com) to access the computer
applications that are available for the 2020 Annual General Meeting
on the corporate website (www.bbva.com). To do this, shareholders
must follow the instructions in the Online Shareholders Forum
section on the 2020 Annual General Meeting page of the Bank's
corporate website (www.bbva.com).
GENERAL INFORMATION
Shareholders may consult the Company's Bylaws and the General
Meeting Regulations on the Company's corporate website
(www.bbva.com) for information relating to the Annual General
Meeting that is not provided in this notice.
For more information, shareholders may contact the Shareholder
Helpdesk at C/ Azul 4, 28050 Madrid, Spain, from 9 am to 6 pm,
Monday to Friday; telephone the Shareholder Helpline on (+34) 91
224 98 21 from 8 am to 10 pm, Monday to Friday; or send an email to
accionistas@bbva.com.
NOTARY PUBLIC AT THE ANNUAL GENERAL MEETING
The Board of Directors has agreed to require the presence of a
Notary Public to take the minutes of the Annual General Meeting,
pursuant to Article 203 of the Corporate Enterprises Act and
Article 101 of the Regulations of the Commercial Registry.
PROCESSING OF PERSONAL DATA
BBVA will process the personal data provided to it by
shareholders or depository institutions in order to call and hold
the Annual General Meeting.
In accordance with the provisions of Spanish Organic Law 3/2018,
of 5 December, on Personal Data Protection and
Digital Rights Guarantee, the link to BBVA's personal data protection policy for
shareholders is hereby provided shareholdersandinvestors.bbva.com/PTDA. The right of access to and rectification or erasure of personal data, the right to object, the right to data portability and the right to the restriction of processing may be exercised in accordance with the provisions of said policy.
NOTE
THE ANNUAL GENERAL MEETING IS SCHEDULED TO BE HELD, ON FIRST
CALL, ON 13 MARCH 2020 AT THE TIME AND PLACE INDICATED, UNLESS
SHAREHOLDERS ARE NOTIFIED OTHERWISE THROUGH THE DAILY PRESS AND THE
BANK'S CORPORATE WEBSITE (www.bbva.com).
Bilbao, 12 February 2020, the Corporate Secretary and Secretary
of the Board of Directors.
PROPOSED RESOLUTIONS UNDER AGA ITEM ONE FOR THE ANNUAL GENERAL
MEETING OF SHAREHOLDERS OF BANCO BILBAO VIZCAYA ARGENTARIA, S.A. TO
BE HELD ON 13 MARCH 2020
1.1. Approve, under the terms set out in the legal
documentation, the annual accounts and management report of Banco
Bilbao Vizcaya Argentaria, S.A. for the year ending 31 December
2019, as well as the consolidated annual accounts and management
report of the Banco Bilbao Vizcaya Argentaria Group for the same
financial year.
Authorise the Chairman, Carlos Torres Vila, the Corporate
Secretary and Secretary to the Board of Directors, Domingo Armengol
Calvo and the Deputy Secretary to the Board, Rosario Mirat
Santiago, 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 its consolidated 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 non-financial information report of Banco
Bilbao Vizcaya Argentaria, S.A. and that of its consolidated group
for the year ending 31 December 2019.
Authorise the Chairman, Carlos Torres Vila, the Corporate
Secretary and Secretary to the Board of Directors, Domingo Armengol
Calvo and the Deputy Secretary to the Board, Rosario Mirat
Santiago, so that, any of them, indistinctly, and with powers of
substitution, may complete (diligenciar), correct, formalise,
publish, interpret, clarify, extend, develop or execute any of the
documents indicated in the preceding paragraph.
1.3. Approve the proposed allocation profits of Banco Bilbao Vizcaya Argentaria,
S.A. corresponding to 2019 in the amount of EUR 2,240,878,570.66
(two billion, two hundred and forty million, eight hundred and
seventy-eight thousand, five hundred and seventy euros and
sixty-six cents of euro), as follows:
-- The amount of EUR 1,733,650,510.80 (one billion, seven
hundred and thirty-three million, six hundred and fifty thousand,
five hundred and ten euros and eighty cents of euro) to the payment
of dividends, of which: (a) EUR 666,788,658 (six hundred and
sixty-six million, seven hundred and eighty-eight thousand, six
hundred and fifty-eight euros) has already been paid in full prior
to this Annual General Meeting as an interim dividend on account of
the 2019 dividend, in accordance with the resolution adopted by the
Board of Directors at its meeting held on 2 October 2019; and (b)
the remaining EUR 1,066,861,852.80 (one billion, sixty-six million,
eight hundred and sixty-one thousand, eight hundred and fifty-two
euros and eighty cents of euro) will be allocated to the payment of
the final dividend for the year 2019 in an amount of EUR 0.16
(sixteen cents of euro) per share, which will be paid to
shareholders on 9 April 2020.
In this respect, it is resolved to ratify, insofar as necessary,
the resolution adopted by the Board of Directors on 2 October 2019
approving the payment of the aforementioned amount as an interim
dividend on account of the 2019 dividend.
-- The amount of EUR 418,927,321.80 (four hundred and eighteen
million, nine hundred and twenty-seven thousand, three hundred and
twenty-one euros and eighty cents of euro), to the payment made in
the year 2019 to cover the remuneration of the additional tier 1
capital instruments issued by Banco Bilbao Vizcaya Argentaria, S.A.
in February 2014, February 2015, April 2016, May 2017, November
2017, September 2018, March 2019 and September 2019.
-- The remaining profit, that is, the amount of EUR
88,300,738.06 (eighty-eight million, three hundred thousand, seven
hundred and thirty-eight euros and six cents of euro), will be
allocated to the Company's voluntary reserve funds.
1.4. Approve the management of the Board of Directors of Banco
Bilbao Vizcaya Argentaria, S.A. for the financial year 2019.
PROPOSED RESOLUTIONS UNDER AGA ITEM TWO FOR THE ANNUAL GENERAL
MEETING OF SHAREHOLDERS OF BANCO BILBAO VIZCAYA ARGENTARIA, S.A. TO
BE HELD ON 13 MARCH 2020
On this item of the agenda, on the basis of the proposal of the
Appointments and Corporate Governance Committee, the re-election of
Ms Lourdes Máiz Carro as a member of the Board of Directors is
submitted to the General Meeting for approval, for the statutory
period of three years, with the status of independent director.
Prior favourable report of the Appointments and Corporate
Governance Committee, the re-election of Ms Susana Rodríguez
Vidarte as a member of the Board of Directors is likewise submitted
to the General Meeting for approval, for the statutory period of
three years, with the status of external director.
Moreover, on the basis of the proposals of the Appointments and
Corporate Governance Committee, the appointment of Mr Raúl Catarino
Galamba de Oliveira and Ms Ana Leonor Revenga Shanklin as new
members of the Board of Directors is submitted to the General
Meeting for approval, for the statutory period of three years, with
the status of independent directors.
Lastly, prior favourable report of the Appointments and
Corporate Governance Committee, the appointment of Mr Carlos
Vicente Salazar Lomelín as new member of the Board of Directors is
submitted to the General Meeting for approval, for the statutory
period of three years, with the status of external director.
The appointments of Mr Raúl Catarino Galamba de Oliveira, of Ms
Ana Leonor Revenga Shanklin and of Mr Carlos Vicente Salazar
Lomelín will cover the vacancies of Mr Tomás Alfaro Drake, Mr José
Manuel González-Páramo Martínez-Murillo and Mr Carlos Loring
Martínez de Irujo, which will take effect on the day of the holding
of the General Meeting, in light of their re-election not being
submitted to the General Meeting.
All the re-elections and appointments proposed are accompanied
by the report of the Board of Directors stipulated in article 529
decies of the Corporate Enterprises Act. These reports have been
made available to shareholders as of the date on which the
convening notice of the General Meeting was made public, together
with the favourable reports of the Appointments and Corporate
Governance Committee pertaining the proposed re-election of Ms
Susana Rodríguez Vidarte and the proposed appointment of Mr Carlos
Vicente Salazar Lomelín.
Consequently, the following proposals are submitted to the
General Meeting:
2.1. Re-elect Ms Lourdes Máiz Carro, of legal age, Spanish
nationality and domiciled for these purposes at Calle Azul 4,
Madrid, as member of the Board of Directors, for the statutory
period of three years, with the status of independent director.
2.2. Re-elect Ms Susana Rodríguez Vidarte, of legal age, Spanish
nationality and domiciled for these purposes at calle Azul 4,
Madrid, as member of the Board of Directors, for the statutory
period of three years, with the status of external director.
2.3. Appoint Mr Raúl Catarino Galamba de Oliveira, of legal age,
Portuguese nationality, with passport no. P036016 in force and
domiciled for these purposes at calle Azul 4, Madrid, as member of
the Board of Directors, for the statutory period of three years,
with the status of independent director.
2.4. Appoint Ms Ana Leonor Revenga Shanklin, of legal age,
Spanish nationality, with ID (DNI) no. 05391902N in force and
domiciled for these purposes at calle Azul 4, Madrid, as member of
the Board of Directors, for the statutory period of three years,
with the status of independent director.
2.5. Appoint Mr Carlos Vicente Salazar Lomelín, of legal age,
Mexican nationality, with passport no. G30387823 in force and
domiciled for these purposes at calle Azul 4, Madrid, as member of
the Board of Directors, for the statutory period of three years,
with the status of external director.
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.
PROPOSED RESOLUTIONS UNDER AGA ITEM THREE FOR THE ANNUAL GENERAL
MEETING OF SHAREHOLDERS OF BANCO BILBAO VIZCAYA ARGENTARIA, S.A. TO
BE HELD ON 13 MARCH 2020
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 significant impact on the Group's risk profile, enabling
subsidiaries of Banco Bilbao Vizcaya Argentaria, S.A., to likewise
apply said maximum level to their professionals, pursuant to the
Report issued in this regard by the Board of Directors of Banco
Bilbao Vizcaya Argentaria, S.A., on 10 February 2020, and which has
been made available to shareholders as of the date on which the
convening notice of this General Meeting was made public.
PROPOSED RESOLUTIONS UNDER AGA ITEM FOUR FOR THE ANNUAL GENERAL
MEETING OF SHAREHOLDERS OF BANCO BILBAO VIZCAYA ARGENTARIA, S.A. TO
BE HELD ON 13 MARCH 2020
Re-appoint the audit firm KPMG Auditores, S.L., with registered
office in Madrid, Paseo de la Castellana, 259C and company tax code
B-78510153, filed under number S0702 in the Spanish Official
Registry of Account Auditors, and registered in the Commercial
Registry of Madrid under volume 11,961, page 90, section 8, sheet
M-188,007, as Auditor of the Financial Statements of Banco Bilbao
Vizcaya Argentaria, S.A. and the Banco Bilbao Vizcaya Argentaria
Group, for the fiscal year 2020.
PROPOSED RESOLUTIONS UNDER AGA ITEM FIVE FOR THE ANNUAL GENERAL
MEETING OF SHAREHOLDERS OF BANCO BILBAO VIZCAYA ARGENTARIA, S.A. TO
BE HELD ON 13 MARCH 2020
Authorise the Board of Directors, with express substitution
powers in favour of the Executive Committee or to the director or
directors it deems convenient, as well as in favour of 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 authorisations 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, authorise the Chairman, Carlos Torres Vila; the
Corporate Secretary and of the Board, Domingo Armengol Calvo; and
the Deputy Secretary of the Board, Rosario Mirat Santiago, so that
any of them, indistinctively, may perform such acts as may be
appropriate to implement the resolutions adopted by this Annual
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 notarised documents necessary or advisable for
such purpose, correct, ratify, interpret or supplement what has
been resolved and formalise 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 accounts in the Commercial Registry.
PROPOSED RESOLUTIONS UNDER AGA ITEM SIX FOR THE ANNUAL GENERAL
MEETING OF SHAREHOLDERS OF BANCO BILBAO VIZCAYA ARGENTARIA, S.A. TO
BE HELD ON 13 MARCH 2020
Approve, on a consultative basis, the Annual Report on the
Remuneration of Directors of Banco Bilbao Vizcaya Argentaria, S.A.,
corresponding to financial year 2019, which has been made available
to shareholders, together with the remaining documents related to
the General Meeting, as of the date on which the convening notice
was made public.
Ms Lourdes Máiz Carro Director
Born in 1959 Spanish nationality
Holds degrees in Law and Philosophy and Education Sciences from
the Complutense University of Madrid, and a PhD in Philosophy
Extraordinary Bachelor of Philosophy Award and Extraordinary PhD
Award
Professional experience:
1982-1987 Researcher at the Faculty of Philosophy at the Complutense
University of Madrid, where she taught classes in Metaphysics
and Theory of Knowledge.
1992-1993 Became an Attorney for the State and practised law at
the Spanish Ministry of Public Administration, where she was appointed
deputy to the Director.
1993-2001 Held various positions in Public Administration in Spain:
Director of the Cabinet of the Assistant Secretary of Public Administration;
Director of the Cabinet of the Assistant Secretary of Education;
General Director of Administrative Organisation, Personnel and
IT (Ministry of Public Administration); General Director of the
Sociedad Estatal de Participaciones Patrimoniales (SEPPA) within
the Ministry of Economy and Finance; and Technical General Secretariat
of the Ministry of Agriculture, Fisheries and Food.
2001-2016 Secretary of the Board of Directors and Director of
Legal Services at Iberia, Líneas Aéreas de España.
She has been a director at several companies, including RENFE,
GIF (Gerencia de Infraestructuras Ferroviarias - Railway Infrastructure
Administrator, now ADIF), the ICO (Instituto de Crédito Oficial
- Official Credit Institution), INISAS Compañía de Seguros
y Reaseguros, S.A., Aldeasa, Almacenaje y Distribución and
Banco Hipotecario.
She was appointed as a director of BBVA on 14 March 2014, position
that she currently holds.
Ms Susana Rodríguez Vidarte Director
Born in 1955 Spanish nationality
She holds a doctorate in Economics and Business Administration
from the University of Deusto
Professional experience:
She has spent the majority of her career in academia:
1996-2009 Dean of the Faculty of Economics and Business Administration
at the University of Deusto
2003-2008 Director of the Instituto Internacional de Dirección
de Empresas (INSIDE)
2009-2012 Director of the Postgraduate Area (Deusto Business School)
1980 Co-editor of the Boletín de Estudios Económicos
1989 Non-practising member of the Institute of Accounting and
Accounts Auditing
1995 Professor of Strategy at the Faculty of Economics and Business
Administration at the University of Deusto
She is currently a member of the Board of Trustees of the Luis
Bernaola Foundation and of the BBVA Microfinance Foundation. She
was also a member of the Board of Trustees of the Deusto Foundation
and of the Board of Directors of the Basque Institute of Competitiveness
until 2004 and 2009 respectively.
She was appointed a BBVA director on 28 May 2002, position that
she currently holds.
Mr Raúl Catarino Galamba de Oliveira
Born in 1964
Portuguese nationality
Graduate of Mechanical Engineering from IST (Instituto Superior
Técnico - School of engineering and technology), Portugal
Master of Science (MS) in Mechanical Engineering-Systems from
IST, Portugal Master's degree (MBA) from the Nova School of
Business and Economics, Portugal
Professional experience:
1987-1990 Lecturer and researcher in Control Systems at the
Instituto Superior Técnico of the Technical
University of Lisbon, in Lisbon
Lecturer and researcher in Computer Science at the
Catholic University of Portugal in Lisbon
1990-2017 McKinsey & Company
Partner since 1995 - European practice of Financial
Services Director since 2000 - Global practice of
Financial Services
Other managerial responsibilities:
Managing Partner for Spain and Portugal (2005-2011)
Managing Partner of Global Risk practice (2013-2016)
Member of the Global Shareholders Council (2005-2011)
Member of the Partner Election and Evaluation Committees
(2001-2017)
Member of the Remunerations Committee (2005-2013)
Chairman of the Global Learning Board (2006-2011)
Chairman of the Global Editorial Board of "McKinsey
on Risk" (2014-2017)
Other occupations:
Since 2017 José de Mello Saúde (Member of the Board
of Directors)
Since 2019 José de Mello Capital (Member of the Board of
Directors)
The company CTT - Correios de Portugal, S.A. (CTT) has
published, on 7 February 2020, that the appointment of Mr Galamba
de Oliveira as new member and non-executive chair of the board of
directors will be proposed to the next annual general assembly to
be held by said company.
Ms Ana Leonor Revenga Shanklin
Born in 1963
Spanish nationality
BA in Economics and Mathematics, magna cum laude, Wellesley
College, USA. MA and PhD. in Economics from Harvard University,
USA. Human Rights certification, Faculty of Law, University of
Geneva, Switzerland.
Professional experience:
1986-1990 Researcher on the Labour Studies Programme at the
National Bureau of Economic Research, USA.
1992-1994 Economist, Office of Monetary and Financial Studies,
Bank of Spain
1993-1994 Professor of International Economics at the Centre
for Monetary and Financial Studies (CEMFI), Spain
World Bank
1994-2014 Technical and management positions at the institution,
held in East Asia and Pacific, Europe and Central
Asia, Latin America and the Caribbean region. Until
June 2014, she was Director of Human Development in
Europe and Central Asia (as well as Acting Vice President
for Poverty Reduction and Economic Management).
2014-2016 Senior Director Global Poverty & Equity
2016-2017 Deputy Chief Economist
Other occupations:
Since 2017 Member of the Advisory Panel on Social Europe of the
Centre for European Policy Studies, Brussels, Belgium
Since 2017 Associate Researcher at the German Development Institute,
Bonn, Germany
Since 2018 Senior Fellow at the Brookings Institution, USA
Since 2018 President of the Board at the ISEAK Foundation
Since 2019 Associate Professor at the Walsh School of Foreign
Service, Georgetown University, USA
Since 2019 Member of the Board of Trustees of the BBVA Microfinance
Foundation.
Mr Carlos Vicente Salazar Lomelín
Born in 1951
Mexican nationality
Bachelor of Economics and postgraduate studies in Business
Administration at the Monterrey Institute of Technology and Higher
Education.
Professional experience:
1973-2019 Fomento Económico Mexicano S.A.B. de C.V. Group
(FEMSA)
General Manager of Cervecería Cuauhtémoc-Moctezuma
and subsequently General Manager of FEMSA between
2014 and 2017
Other occupations:
Since 2017 Independent director at Sukarne
Since 2019 Independent director at Alsea
Mr Salazar Lomelín actively participates in various educational
institutions and social and business organisations and forums.
Of particular note is his experience as professor of economics
for more than 40 years at the Monterrey Institute of Technology
and Higher Education, and the fact that he has been Executive
Chairman of the Committee for Nuevo León since 2014 and
Chairman of the Committee for Economic Proposal of COPARMEX
since 2018.
In addition, since 2019 he has been Chairman of Mexico's Business
Coordinating Council (Consejo Coordinador Empresarial de México).
He is currently a director at Grupo Financiero BBVA Bancomer,
S.A. de C.V., and Bancomer, S.A., Institución de Banca
Múltiple, Grupo Financiero BBVA Bancomer.
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END
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