TIDMBVA
RNS Number : 1514G
Banco Bilbao Vizcaya Argentaria SA
13 March 2020
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, 13 March 2020
RESOLUTIONS OF THE ANNUAL GENERAL SHAREHOLDERS' MEETING OF BANCO
BILBAO VIZCAYA ARGENTARIA, S.A., HELD ON 13 MARCH 2020
RESOLUTIONS UNDER AGA ITEM ONE
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.
RESOLUTIONS UNDER AGA ITEM TWO
On this item of the agenda, on the basis of the proposal of the
Appointments and Corporate Governance Committee, the General
Meeting has approved the re-election of Ms Lourdes Máiz Carro as a
member of the Board of Directors, 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 has been likewise
approved by the General Meeting, 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 General Meeting has approved
the appointment of Mr Raúl Catarino Galamba de Oliveira and Ms Ana
Leonor Revenga Shanklin as new members of the Board of Directors,
for the statutory period of three years, with the status of
independent directors.
Lastly, with prior favourable report of the Appointments and
Corporate Governance Committee, the General Meeting has approved
the appointment of Mr Carlos Vicente Salazar Lomelín as new member
of the Board of Directors, 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 cover the vacancies of Mr Tomás Alfaro Drake, Mr José
Manuel González-Páramo Martínez-Murillo and Mr Carlos Loring
Martínez de Irujo, effective from the present date, once the
General Meeting has been held, as their re-election has not been
submitted to the General Meeting.
All the approved re-elections and appointments 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 re-election of Ms Susana
Rodríguez Vidarte and the appointment of Mr Carlos Vicente Salazar
Lomelín.
Consequently, the General Meeting has adopted the following
resolutions:
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 Company 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
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.
RESOLUTIONS UNDER AGA ITEM FOUR
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.
RESOLUTIONS UNDER AGA ITEM FIVE
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 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.
RESOLUTIONS UNDER AGENDA ITEM SIX
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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
RAGBUGDXLGBDGGX
(END) Dow Jones Newswires
March 13, 2020 11:12 ET (15:12 GMT)
Banco Bilbao Vizcaya Arg... (LSE:BVA)
Gráfica de Acción Histórica
De Abr 2024 a May 2024
Banco Bilbao Vizcaya Arg... (LSE:BVA)
Gráfica de Acción Histórica
De May 2023 a May 2024