REG - Banco Bil.Viz.Argent - 2024 AGM Notice and Proposed Resolutions

Banco Bilbao Vizcaya Argentaria SAAnnouncement

09/02/2024 17:15

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RNS Number : 7127C  Banco Bilbao Vizcaya Argentaria SA  09 February 2024

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, avenida Abandoibarra number 4, foreseeably
on 15 March 2024, at second call, which has been published today in the daily
press and on BBVA's website (www.bbva.com (http://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 (http://www.bbva.com) ).

 

 

Madrid, 9 February 2024

ANNUAL GENERAL SHAREHOLDERS' MEETING

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

BILBAO, MARCH 15, 2024

CALL NOTICE

The Board of Directors of Banco Bilbao Vizcaya Argentaria, S.A. (hereinafter,
the Company, BBVA or the Bank), at its meeting held on February 6, 2024, has
agreed to call the Company's Annual General Shareholders' Meeting, which will
be held in Bilbao, at Palacio Euskalduna, 4 Avenida Abandoibarra, on March 14,
2024, at 12:00 pm, on first call, and on March 15, 2024, at the same location
and time, on second call, in accordance with the following:

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 2023.

 

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 2023.

 

1.3.  Approval of the allocation of results for the 2023 financial year.

 

1.4.  Approval of the corporate management during the 2023 financial year.

 

TWO.- Adoption of the following resolutions on the re-election and appointment
of members to the Board of Directors:

 

2.1.  Re-election of José Miguel Andrés Torrecillas.

 

2.2.  Re-election of Jaime Félix Caruana Lacorte.

 

2.3.  Re-election of Belén Garijo López.

 

2.4.  Re-election of Ana Cristina Peralta Moreno.

 

2.5.  Re-election of Jan Paul Marie Francis Verplancke.

 

2.6.  Appointment of Enrique Casanueva Nárdiz.

 

2.7.  Appointment of Cristina de Parias Halcón.

 

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 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, totally or partially, on one or more occasions.

 

FOUR.- 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.

 

FIVE.- 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.

SIX.- Consultative vote on the Annual Report on the Remuneration of Directors
of Banco Bilbao Vizcaya Argentaria, S.A.

 

*  *  *  *  *  *

SUPPLEMENT TO THE CALLING 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 items on the
agenda, provided that the new items are accompanied by substantiation or, as
appropriate, a substantiated proposed resolution; and (ii) submit
substantiated proposed resolutions on matters already included or that should
be included on the agenda.

These rights must be exercised by duly certified notice to the Company, which
must be received at the registered office, at Plaza de San Nicolás, 4, 48005,
Bilbao, within five days following publication of this calling.

ATTENDANCE

Pursuant to the Company's Bylaws, holders of 500 or more shares are entitled
to attend the General Meeting when these shares are on record in the
corresponding accounting register at least five days before the scheduled date
of the General Meeting.

As the Annual General Meeting is likely to be held on second call, pursuant to
Article 517 of the Corporate Enterprises Act, shareholders must have shares
registered in their name no later than March

10, 2024, in order to be able to participate in and vote at the Meeting.

The Company will issue a personalized attendance card indicating the number of
shares held to each shareholder entitled to attend who so requires it, giving
them access to the venue where the General Meeting is to be held. Requests may
be sent to the Shareholder Office, or made via the Company's corporate website
(www.bbva.com (http://www.bbva.com/) ) or at any BBVA branch office in Spain.

Holders of a lower number of shares may group together to reach at least that
number of shares, appointing a representative. To do this, shareholders must
request the corresponding group card, available at any BBVA branch office in
Spain.

In order to confirm the identity of shareholders, or their valid proxies, on
entering the venue where the General Meeting is to be held, attendees will be
asked to present their attendance card, documents verifying their status as
proxy, where applicable, and their Spanish national identity document or any
other official document generally accepted for such purposes.

REMOTE ATTENDANCE

The Company has agreed that, in accordance with Article 21 of its Company's
Bylaws, attendance to the General Meeting may also take place via remote
means.

Remote attendance will take place through the Remote Attendance Portal,
accessible via the Company's corporate website ( (http://www.bbva.com/)
www.bbva.com (http://www.bbva.com/) ) and online banking website
(www.bbva.es), in accordance with the timeframes and in the format described
below. It is envisaged that the General Meeting will be broadcasted live on
the Company's corporate website (www.bbva.com (http://www.bbva.com/) ).

In order to verify the identity of the attendees at the General Meeting, and
to guarantee that shareholders can properly exercise their rights,
shareholders-or their valid proxies-who wish to attend the General Meeting
remotely (hereinafter, remote attendees) must register and confirm their
identity-and that of their proxy, where applicable-on the Remote Attendance
Portal prior to the start of the Meeting (hereinafter, the Accreditation
process), as follows:

a)   Remote attendees who are BBVA electronic banking users (who have a
multichannel contract with the Bank) may confirm their identity through the
online banking website (www.bbva.es) by entering the password they use to
access and carry out transactions in the online banking website (
(http://www.bbva.es/) www.bbva.es (http://www.bbva.es/) ).

b)   Remote attendees who are not users of BBVA electronic banking may
confirm their identity on the Bank's corporate website (www.bbva.com), under
section "2024 General Meeting/Remote Attendance", making use of their
Electronic National Identity Document (DNIe) or their digital certificate for
natural persons issued by the Royal Mint of Spain (Fábrica Nacional de Moneda
y Timbre-Real Casa de la Moneda - FNMT-RCM) or, in the case of a legal entity,
their current and valid electronic certificate of legal entity proxy.

The Accreditation process via Remote Attendance Portal will be enabled on
March 1, 2024, and will be closed at 11:00 am on the day on which the General
Meeting is held. However, to ensure the correct processing of the supporting
documentation verifying their identity and legitimacy, it is recommended that
all shareholders-or their proxies-who wish to attend using remotely complete
the Accreditation process sufficiently in advance, with it being recommendable
to do so no later than March 14, 2024.

In order for the General Meeting to take place in an orderly manner and for
the proper management of the remote attendance, once the Accreditation process
is completed in due time and form, remote attendees must access the Remote
Attendance Portal between 9:00 am and 11:30 am on the scheduled day of the
Meeting, as follows:

a)   via the online banking website ( (http://www.bbva.es/) www.bbva.es
(http://www.bbva.es/) ) for remote attendees who are BBVA electronic banking
users, entering their online banking password;

b)   via the Bank's corporate website (www.bbva.com), under section "2024
General Meeting/Remote Attendance" for remote attendees who are not BBVA
electronic banking users, using the credentials generated in the Accreditation
process.

Only remote attendees who have completed the Accreditation process in due time
and form and have accessed the Remote Attendance Portal between the indicated
times may exercise their rights remotely on the day of the General Meeting.

Remote attendees who, in exercise of the shareholder rights provided for in
the Corporate Enterprises Act, wish to request any information or
clarification which they deem necessary in relation to items on the agenda,
publicly available information that the Company has submitted to the National
Securities Market Commission since the last General Meeting, or in connection
with the auditor's report; or who wish to submit written proposals under the
terms of, and in accordance with, the Corporate Enterprises Act, may do so
through the Remote Attendance Portal, on the scheduled day of the General
Meeting from 9:00 am until the General Secretary finishes reading (complete or
summarized) the proposed resolutions submitted to the General Meeting.

In accordance with the provisions of the Corporate Enterprises Act, valid
requests for information or clarification submitted by remote attendees will
be answered by the Meeting Panel during the meeting, or in writing within
seven days of the General Meeting taking place.

Remote attendees' right to vote shall be exercised through the Remote
Attendance Portal and in accordance with the provisions of the Bank's General
Meeting Regulations. Remote attendees will be able to vote on the proposed
resolutions on the agenda items from the moment they access the Remote
Attendance Portal, on the day on which the Meeting is held, until the General
Meeting Panel declares the Meeting to be over. The vote on proposed
resolutions which, by legal mandate, do not need to be included on the
Meeting's agenda and must be put to a vote, shall take place once these
proposals are read out by the General Meeting Panel.

For any matters not explicitly covered in this call notice, remote attendance
at the General Meeting will be subject to the provisions set out in the
General Meeting Regulations and to the rules set out on the

Company's corporate website ( (http://www.bbva.com/) www.bbva.com
(http://www.bbva.com/) ), on the "2024 Annual General Meeting/Remote

Attendance" section.

In any event, shareholders' physical attendance at the venue where the General
Meeting is to be held will nullify any actions carried out remotely via the
Remote Attendance Portal.

REMOTE VOTING AND PROXIES PRIOR TO THE MEETING

Those shareholders who do not wish to attend the General Meeting in person can
submit their vote or proxy remotely by electronic or written means, prior to
the General Meeting being held, as indicated below.

ELECTRONIC VOTING AND PROXIES

Shareholders can exercise their voting and proxy delegation rights by
electronic means via the participation applications rolled out on the Bank's
corporate website ( (http://www.bbva.com/) www.bbva.com (http://www.bbva.com/)
), the online banking website ( (http://www.bbva.es/) www.bbva.es
(http://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 at the Play Store and App Store.

 

In order to prove their identity, and to guarantee the proper exercise of
their rights, shareholders who wish to vote or delegate a proxy by electronic
means must register and confirm their identity in the following way:

a)    Shareholders who use BBVA electronic banking  (who have a
multichannel contract with the Bank) can confirm their identity to vote or
delegate a proxy electronically, by entering the passcode they use to access
and carry out transactions in the online banking website (www.bbva.es
(http://www.bbva.es/) ) or the BBVA España app.

b)    Shareholders who do not use BBVA electronic banking and shareholders
who are legal entities, through their valid proxy, can verify their identity
to vote or delegate a proxy electronically through the use of their Electronic
National Identity Document (DNIe) or their digital certificate for natural
persons issued by the Royal Mint of Spain (Fábrica Nacional de Moneda y
Timbre-Real Casa de la Moneda - FNMT-RCM) or, in the case of a legal entity,
their current and valid electronic certificate of legal entity proxy.

Shareholders may exercise their voting and delegation rights by electronic
means, prior to the General Meeting, from February 16, 2024 until 12:00 pm on
the day before the General Shareholders' Meeting is held on first call, i.e.
12:00 pm on March 13, 2024, as follows:

a)    for shareholders who use BBVA electronic banking, through the online
banking website(www.bbva.es) or the BBVA España app; and

 

b)    for shareholders who do not use BBVA electronic banking and
shareholders who are legal entities, via the "2024 Annual General
Meeting/Electronic Vote and Proxy" section of the Company's corporate website
(www.bbva.com).

In both cases, shareholders must fill in the relevant forms and follow the
instructions provided in each case in order to exercise each of these rights.

All information relating to remote voting and/or delegation of proxies will be
available for its consultation on the "2024 General Meeting" section of the
Company's corporate website (www.bbva.com).

WRITTEN VOTING AND PROXIES

Shareholders who do not wish to attend the General Meeting in person, can also
remotely cast their vote or submit a proxy delegation in writing, using the
voting or delegation form included on the attendance card, which can be
requested and submitted at any BBVA branch office  in Spain. In this regard,
it is hereby stated that any shareholder entitled to attend may be represented
at the General Meeting by another person, who need not necessarily be a
shareholder.

Shareholders wishing to vote by post may apply to the Company, as from the
date of publication of this call notice for the General Meeting, through the
Shareholder Office or at any BBVA branch office in Spain, requesting the issue
of the relevant document for postal voting in their name. Once completed
according to its instructions and within the deadlines established, it must be
sent by registered post with acknowledgment of receipt to the Shareholder
Office at calle Azul 4, 28050 Madrid, to be processed and counted.

In order to be processed, remotely cast proxies and votes must be received, at
least, 24 hours prior to the scheduled date of the General Meeting on first
call. Any proxies or votes that arrive after this time will not be counted.

In any case, shareholders must fill in the relevant forms and follow the
instructions printed on the attendance card in order to exercise each of these
rights.

REVOCATION OF VOTE OR PROXY

Shareholders' personal or remote attendance at the General Meeting will revoke
any vote or proxy previously submitted.

Additionally, 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
General Meeting, that directors provide any information or clarifications that
they may deem necessary, or submit written queries regarding items on the
agenda, information accessible to the public as provided by the Company to the
National Securities Market Commission since the previous General Meeting and
regarding the auditor's report.

Shareholders wishing to exercise their right to information may do so in
writing, addressing their correspondence to the Shareholder Office at calle
Azul 4, 28050 Madrid, Spain; or by email to the address given in the "Right to
Information" section of the "2024 General Meeting" page of the

Company's corporate website (www.bbva.com (http://www.bbva.com/) ), following
the instructions therein.

From the time of this calling, any shareholder may request at the registered
office (Plaza de San Nicolás, 4, Bilbao, Spain) or review on the Company's
corporate website ( (http://www.bbva.com/) www.bbva.com (http://www.bbva.com/)
), on the "2024 General Meeting" page, the full texts of the proposed
resolutions submitted for the approval of the General Meeting and the
directors' reports on the agenda items where legally required, if so desired;
the annual financial statements and management reports, both individual and
consolidated, for the 2023 financial year, which include the non-financial
information report of the Bank and its consolidated Group, and which will be
submitted for the approval of the General Meeting, together with the
corresponding statutory auditors' reports; the Annual Corporate Governance
Report for the 2023 financial year; the curriculum vitae, category (status)
and mandatory proposals and reports on the re-election and appointment of
directors proposed under agenda item Two; the Board of Directors' report on
the proposals submitted under agenda items Three and Four; and the Annual
Report on BBVA Directors' Remuneration for the 2023 financial year, as well as
the remaining legal documentation related to the General Meeting.

In addition, shareholders will have access to the reports of the directors and
the independent expert/statutory auditor-who is appointed by the Commercial
Registry and is distinct from the Company's auditor-that have been issued
since the previous General Meeting regarding the use of the delegation to
issue contingently convertible securities ("CoCos"), which will also be
presented to the General Meeting and which have been published and made
available to shareholders at the time of their issuance.

Shareholders may obtain and request all 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 General
Meeting, all documents and information relating to the Annual General
Shareholders' Meeting will be available for its consultation in the "2024
General Meeting" section of the Company's corporate website (www.bbva.com
(http://www.bbva.com/) ).

ONLINE SHAREHOLDER FORUM

Pursuant to the provisions of Article 539.2 of the Corporate Enterprises Act,
for the calling of the General Meeting, BBVA has set up an Online Shareholders
Forum (hereinafter, the Forum) on the Company's corporate website (
(http://www.bbva.com/) www.bbva.com (http://www.bbva.com/) ), for the legally
established purpose, which individual shareholders and duly authorized
voluntary associations of shareholders may access with due protections, in
accordance with Article 539.4 of the Corporate Enterprises Act.

The Forum may be used to publish proposals that are intended to be submitted
as supplements to the agenda listed in the calling, requests to second these
proposals, initiatives to achieve the percentage of votes required to exercise
the minority right established by Law and offers or calls for voluntary
proxies, in accordance with the instructions published on the Bank's corporate
website ( (http://www.bbva.com/) www.bbva.com (http://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 General

Meeting before it is held. As such, the Forum is not a channel to be used for
attending the General

Meeting remotely.

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 "2024 General Meeting" section of the
Bank's corporate website (www.bbva.com (http://www.bbva.com/) ).

To register in the Forum, shareholders who are electronic banking users (who
have a multichannel contract with the Bank) may log on via the online banking
web page (www.bbva.es), entering the same credentials they use to access the
online banking website (www.bbva.es (http://www.bbva.es/) ) and use its online
banking features.

Shareholders who do not use electronic banking and shareholders who are legal
entities, through their valid proxy, may register and obtain a passcode to log
on to the Forum, through the Bank's corporate website (www.bbva.com
(http://www.bbva.com/) ), under section "2024 General Meeting/Electronic
Shareholder Forum", by using their Electronic National Identity Document
(DNIe) or their digital certificate for natural persons issued by the Royal
Mint of Spain (Fábrica Nacional de Moneda y Timbre-Real Casa de la Moneda -
FNMT-RCM) or, in the case of a legal entity, their current and valid
electronic certificate of legal entity proxy.

SUSPENSION OF ELECTRONIC SYSTEMS

The Bank will not be liable for any damages that may be incurred by
shareholders or their proxies as a result of any breakdowns, overloads, line
failures, connection faults or other eventualities of the same or similar
sort, beyond the Bank's control, that may prevent the use of the mechanisms
enabled for shareholders to exercise, via remote means of communication, their
rights regarding the General Meeting.

The foregoing applies notwithstanding the adoption of the measures required in
each situation, in particular when this is advisable or necessary for
technical or security reasons, trying to ensure that shareholders or their
proxies can exercise their rights.

GENERAL INFORMATION

Shareholders may consult the Company's Bylaws and the General Meeting
Regulations on the Company's corporate website ( (http://www.bbva.com/)
www.bbva.com (http://www.bbva.com/) ) for information relating to the General
Meeting that is not provided in this notice.

Likewise, for more information, shareholders can contact the Shareholder
Office at calle Azul, 4, 28050, Madrid, Spain, from 09:00 am to 06:00 pm,
Monday through Friday; telephone the Shareholder Helpline at (+34) 91 224 98
21 from 08:00 am to 10:00 pm, Monday through Friday; or send an email to the
mailbox accionistas@bbva.com.

Shareholders are informed that the Company's corporate website (
(http://www.bbva.com/) www.bbva.com (http://www.bbva.com/) ) will be kept
up-to-date with the measures that may be taken for holding the General Meeting
and may be of interest to shareholders or their representatives.

NOTARY PUBLIC AT THE GENERAL MEETING

The Board of Directors has resolved to require the presence of a notary public
to record the minutes of the General Meeting, pursuant to Article 203 of the
Corporate Enterprises Act and Article 101 of the Commercial Registry
Regulations.

PERSONAL DATA PROCESSING

In accordance with the provisions of Organic Law 3/2018, of 5 December, on
Personal Data Protection and digital rights guarantee, BBVA will process the
shareholders' personal data and, where applicable, that of its proxies in
accordance with the provisions of the document on processing of personal data
which can be consulted at the following link:
accionistaseinversores.bbva.com/PTDA
(http://accionistaseinversores.bbva.com/PTDA) . Rights to access, amend,
oppose, suppress, transfer and limit processing may be exercised in accordance
with the aforementioned document.

NOTE

Shareholders are informed that, in the event that, between the calling and the
scheduled date for holding the Meeting, there are extraordinary
circumstances-beyond the Company's control-which make impossible holding the
General Meeting at the planned venue referred to in this call notice, or at a
different venue to the one initially envisaged within the same municipal
district, the General Meeting would be held entirely remotely, this is,
without the physical attendance of the shareholders or their proxies, in
accordance with the means, timeframes and procedures already established in
the "Remote Attendance" section of this call notice, supplemented by the
additional requirements set forth in the applicable legal and statutory
provisions applicable to this type of meetings, which have been published on
the "2024 Annual General Meeting/Remote Attendance" section of the Company's
corporate website ( (http://www.bbva.com/) www.bbva.com (http://www.bbva.com/)
).

The Company, in this case, will inform shareholders, through the Company's
corporate website ( (http://www.bbva.com/) www.bbva.com (http://www.bbva.com/)
) and the daily press, as soon as it were reasonably possible, of the existing
extraordinary circumstances and the measures adopted in relation to the
holding of the General Meeting.

Shareholders are informed that the General Meeting will be streamed on the
Company's corporate website (www.bbva.com (http://www.bbva.com/) ).

THE GENERAL MEETING IS SCHEDULED TO BE HELD, ON SECOND CALL, ON MARCH 15, 2024

AT THE TIME AND PLACE INDICATED, UNLESS SHAREHOLDERS ARE NOTIFIED OTHERWISE
THROUGH THE DAILY PRESS AND THE BANK'S CORPORATE WEBSITE (www.bbva.com
(http://www.bbva.com/) ).

Bilbao, February 9, 2024, the General Secretary and Secretary of the Board of
Directors.

 

PROPOSED RESOLUTIONS UNDER AGENDA ITEM ONE OF THE ANNUAL GENERAL SHAREHOLDERS'
MEETING OF BANCO BILBAO VIZCAYA ARGENTARIA, S.A. TO BE HELD ON MARCH 15, 2024

 

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.

 

         Authorise 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.

PROPOSED RESOLUTIONS UNDER AGENDA ITEM TWO OF THE ANNUAL GENERAL SHAREHOLDERS'
MEETING OF BANCO BILBAO VIZCAYA ARGENTARIA, S.A. TO BE HELD ON MARCH 15, 2024

 

 

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, is submitted to 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, is submitted to the General Meeting, following a favorable
report from the Appointments and Corporate Governance Committee.

Lastly, the appointment 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, are submitted to the
General Meeting, at the proposal of the Appointments and Corporate Governance
Committee.

The proposed re-elections and appointments 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 proposal for the reappointment of
Belén Garijo López with the favorable report of the Appointments and
Corporate Governance Committee. In the case of the proposed appointment of
Cristina de Parias Halcón, it is noted that, although the status of other
external director is proposed, this comes from the Appointments and Corporate
Governance Committee, which has 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, it is proposed that the General Meeting:

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 Board Members shall be determined as a result of the
resolutions adopted under this item on the Agenda, which shall be reported to
the General Meeting for the corresponding purposes.

 

PROPOSED RESOLUTIONS UNDER AGENDA ITEM THREE OF THE ANNUAL GENERAL
SHAREHOLDERS' MEETING OF BANCO BILBAO VIZCAYA ARGENTARIA, S.A. TO BE HELD ON
MARCH 15, 2024

 

 

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.

PROPOSED RESOLUTION UNDER AGENDA ITEM FOUR OF THE ANNUAL GENERAL SHAREHOLDERS'
MEETING OF BANCO BILBAO VIZCAYA ARGENTARIA, S.A. TO BE HELD ON MARCH 15, 2024

 

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.

 

PROPOSED RESOLUTIONS UNDER AGENDA ITEM FIVE OF THE ANNUAL GENERAL
SHAREHOLDERS' MEETING OF BANCO BILBAO VIZCAYA ARGENTARIA, S.A. TO BE HELD ON
MARCH 15, 2024

 

 

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.

PROPOSED RESOLUTION UNDER AGENDA ITEM SIX OF THE ANNUAL GENERAL SHAREHOLDERS'
MEETING OF BANCO BILBAO VIZCAYA ARGENTARIA, S.A. TO BE HELD ON MARCH 15, 2024

 

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.

 

 

 

 Born in 1955

 Spanish national

 Graduate in Economic and Business Sciences from the Complutense University of
 Madrid

 Postgraduate studies in Management Programmes at IESE, Harvard and IMD

 Professional background:

 1977 - 1987         External auditor

 1987                      Partner at Ernst & Young

 1989 - 2004         Managing Partner of the Banking Group at Ernst
 & Young

 2001 - 2004         General Managing Partner for Audit and Advisory
 Services at Ernst & Young Spain

 2008 - 2013         Managing Director of the Audit and Advisory
 practices at Ernst & Young Italy and Portugal

 2004 - 2014          Chair at Ernst & Young Spain

 Other positions:

 He has been member of the Official Registry of Auditors (ROAC); of the
 Registry of Economic Auditors (REA); of the Governing Board of the Spanish
 Institute of Financial Analysts; of the Empresa y Sociedad Foundation; of the
 Spanish Institute of Chartered Accountants; of the Advisory Board of the
 Institute of Internal Auditors; and of the Institute of Chartered Accountants
 in England & Wales (the ICAEW). Likewise, he has been member of the Board
 of Directors of the company Zardoya Otis, S.A.

 He was appointed director of BBVA on 13 March 2015 and Deputy Chair of the
 Board of Directors on 29 April 2019.

 

 

 Born in 1952

 Spanish national

 Telecommunications Engineer by the ETSIT (Escuela Técnica Superior de
 Ingenieros de Telecomunicación) of the Universidad Politécnica de Madrid

 Commercial Technician and State Economist (Técnico Comercial y Economista del
 Estado)

 Professional background:

 1979-1984            Ministry of Commerce. General Manager of
 Imports, Subdelegation of Commerce and Spanish Institute of Foreign Commerce
 (ICEX)

 1984-1987            Commercial Attaché in the Spanish Commercial
 Office in New York

 1987-1996            General Manager and Chief Executive Officer in
 Renta 4 and in its investment fund manager

 1996-1999            General Manager of Treasury and Financial
 Policy, director of the Bank of Spain and of the Spanish National Securities
 Market Commission. Spanish representative in the Monetary Committee of the
 European Union and Director of the Spanish Net Equity Stakes (Sociedad Estatal
 de Participaciones Patrimoniales)

 1999-2000            General Manager of Banking Supervision at the
 Bank of Spain

 2000-2006            Governor of the Bank of Spain and member of
 the Governing Council of the European Central
 Bank

 2003-2006            Chair of the Basel Banking Supervisory
 Committee

 2006-2009            Head of Monetary, Capital Markets Department
 and Financial Counselor and General Manager at the International Monetary Fund
 (IMF)

 2009-2017            General Manager of the Bank of International
 Settlements (BIS)

 Other positions:

 2004-2009            Member of the International Advisory Committee
 of the CBRC (China Banking Regulatory Commission)

 2003-2017            Member of the Financial Stability Board
 (previously, Financial Stability Forum)

 2013-2017            Member of the Group of Trustees of the
 Principles for Stable Capital Flows and Fair Debt Restructuring

 2019-2023            Member of the International Advisory Committee
 of the China Banking and Insurance Regulatory Commission's (CBIRC)

 Since 2003          Member of the Group of 30 (G-30)

 He was appointed director of BBVA on 16 March 2018.

 

 Born in 1960

 Spanish national

 Graduate in Medicine from Universidad de Alcalá de Henares - Madrid

 Specialist in Clinical Pharmacology, Hospital La Paz - Universidad Autónoma
 de Madrid

 Master in Business and Management, Ashridge Management School - United Kingdom

 Professional background:

 Abbott Laboratories

 1989 - 1994         Medical Director - Madrid, Spain

 1994 - 1996         International Medical Director - Illinois, EEUU

 Rhône-Poulenc

 1996 - 1999         Director of Oncology- Madrid, Spain

 Aventis Pharma

 1999 - 2000         Director of Oncology, Central Nervous System and
 Insulin- Madrid, Spain

 2000 - 2002         Global President of Oncology- New Jersey, EEUU

 2002 - 2004         General Manager - Madrid, Spain

 Sanofi Aventis

 2004 - 2006         General Manager - Barcelona, Spain

 2006 - 2011         President of Commercial Operations for Europe and
 Canada - Paris, France

 Merck - Frankfurt, Germany

 2011 - 2013         Chief Operating Officer of Merck Serono

 2013 - 2015         President & CEO of Merck Serono

 2015 - 2020         Member of the Executive Board and CEO of Merck
 Healthcare

 2020 - 2021         Vice Chair of the Executive Board and Deputy CEO
 of Merck Group

 May 2021             Chair of the Executive Board and CEO of Merck
 Group

 Other positions:

 •      Chair European side of EU-Japan Business Round Table

 •      Member of Executive Committee of German Chemical Industry
 Association

 •      Member of the European Round Table for Industry

 •      Member of The Business Council

 •      Independent member of the Board of Directors of L'Oréal

 She is expected to resign from her position as director of L'Oréal on
 occasion of the holding of the Ordinary General Shareholders Meeting of said
 company.

 She was appointed director of BBVA on 16 March 2012.

 

 Born in 1961

 Spanish national

 Degree in Economic and Business Sciences by the Universidad Complutense de
 Madrid

 Master in Financial Management at the CEF (Madrid, Spain); Program for
 Management Development (PMD) at Harvard Business School; and Senior Management
 Program (PADE) at IESE

 Professional background:

 1989-1990            Spanish Commercial Office in London, ICEX

 Bankinter

 1990-1994            Analyst at the Risks Area

 1994-1998            Director of Asset Transactions. SME Division

 1999-2002            Director of the Internet Office

 2002-2004            Director of the Chair's Office

 2004-2008            Chief Risk Officer. Member of the Management
 Committee

 Banco Pastor

 2008-2011            General Director of Risks. Member of the
 Management Committee

 Other positions:

 2012-2018            Senior Advisor at Oliver Wyman Financial
 Services

 2013-2014            Independent Director at Banco Etcheverría

 2015-2018            Independent Director at Deutsche Bank, SAE

 2017-2018            Independent Director at Grupo Lar Holding
 Residencial S.A.U.

 Since 2016          Independent Director at Greenergy Renovables,
 S.A.

 Since 2019          Independent Director at Inmobiliaria Colonial,
 SOCIMI, S.A.

 Since 2019          Member of the Professional Board of ESADE

 She was appointed director of BBVA on 16 March 2018.

 

 

 Born in 1963

 Belgian national

 Bachelor in Science, Computer Science, at the Programming Centre of the North
 Atlantic Treaty Organization (NATO), in Belgium

 Professional background:

 1985-1988   Programmer at the Belgian air forces

 Levi Strauss

 1988-1989            IT analyst (Belgium)

 1990-1993            Head of IT Resources (Switzerland)

 1994-1998            Vicepresident and Chief of Architecture (USA)

 1998-1999            Vicepresident of Information of the Youth
 Category (USA)

 Dell

 1999-2004            Vicepresident of Technology and Chief
 Information Officer, in the EMEA region (United Kingdom)

 Standard Chartered Bank

 2004-2015            Director, Chief Information Officer, Group
 Head of Technology and Banking Operations (Singapore)

 Other positions:

 2006-2009            Non-executive director at Cambridge Solutions
 (India)

 2008-2011            Non-executive director at Monitise (United
 Kingdom)

 Since 2017          Advisor to the internal consultation board at
 Abdul Latif Jameel (Saudi Arabia)

 Since 2022          CEO of Vestraco, S.à.r.L.

 He was appointed director of BBVA on 16 March 2018.

 

 

 Born in 1961

 Spanish national

 Industrial Engineer by Universidad Politécnica - Madrid

 Master of Business Administration (MBA), with a major in finance and strategy
 from the Massachusetts Institute of Technology (MIT) (Fulbright) - Cambridge,
 United States

 Professional background:

 1985-1987            Procter & Gamble

 Brand Assistant

 Assistant Brand Manager

 1988-1989            McKinsey & Co: Associate

 1989-1995            Goldman Sachs

 Associate, Investment Banking (1989 - 1990)

 Executive Director, Investment Banking (1991 - 1995)

 1995-2000            Banco Santander: Managing Director of
 Investment Banking, Spain and Portugal at Santander Investment

 2000-2017            J.P. Morgan

 Managing Director, head of Investment Banking Spain and Portugal (2000 - 2006)

 Chair and CEO Spain and Portugal. Member of the Steering Committee of EMEA
 (2006 - 2015)

 Head of Southern Europe, Nordic countries, Central and Eastern Europe, Ireland
 and Israel. Member of the Executive Committee of EMEA (2015 - 2017)

 He is currently senior advisor at J.P. Morgan EMEA, position he will
 relinquish before taking up his duties as BBVA director.

 

 

 Born in 1965

 Spanish national

 Graduated in Law from the Universidad de Sevilla

 Master of Business Administration (MBA), IESE Business School - Barcelona

 Professional background:

 1988-1989            Banesto: Commercial Department in Paris office

 1991-1998            Citibank

 Deputy head of Marketing Department

 Head of Marketing & Multichannel to Retail Customers

 Head of Personal Banking Business Unit (CitiGold)

 1998-2019            BBVA

 Personal Banking and Banco Directo Commercial Manager

 Head of the Payments Business Units (credit cards, merchants and ATMs)

 Head of BBVA's Consumer Finance Company (Finanzia) and CEO of Uno-e Bank

 Head of New Digital Businesses Development

 Head of Central Business Area

 Country Manager, Spain and Portugal

 She was a founding director of Iberia Cards, a member of the board of
 directors of Servired and Sermepa (now Redsys) and a member of the General
 Council of the AEB and of the Management Committee of the Fondo de Garantía
 de Depósitos (Spain's deposit guarantee scheme).

 She has also served as a director of the portfolio of digital start-ups in
 which BBVA has a stake: Strands, Adquira, Blue Indico Investments, Solium,
 Rent&Tech, Globalnet and Econta. In addition, she has been a director of
 BBVA Finanzia and BBVA Portugal, Chair of the Board of Catalunya Caixa until
 its merger with BBVA in 2016, and Chair of BBVA Seguros.

 She is currently an independent director of Endesa, S.A. and Sanitas Seguros,
 as well as a director of BBVA México, S.A., Institución de Banca Múltiple,
 Grupo Financiero BBVA México and Grupo Financiero BBVA, S.A. de C.V., a
 member of the Board of Trustees of the BBVA Microfinance Foundation and
 President of IESE Alumni Madrid and Vice President of the IESE Alumni
 Executive Committee.

 

 

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