REG - Banco Bil.Viz.Argent - 20240315 Resolutions adopted by the 2024 AGM

Banco Bilbao Vizcaya Argentaria SAAnnouncement

15/03/2024 15:15

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RNS Number : 1088H  Banco Bilbao Vizcaya Argentaria SA  15 March 2024

 

Banco Bilbao Vizcaya Argentaria, S.A. (BBVA), in compliance with the
Securities Exchange legislation, hereby files

 

 

OTHER RELEVANT INFORMATION

 

 

Attached hereto is the text of the resolutions adopted by the Annual General
Shareholders' Meeting of Banco Bilbao Vizcaya Argentaria, S.A. that has been
held today.

 

 

 

Bilbao, 15 March 2024

RESOLUTIONS OF THE ANNUAL GENERAL SHAREHOLDERS' MEETING OF BANCO BILBAO
VIZCAYA ARGENTARIA, S.A., HELD ON 15 MARCH 2024

_____________________________________________________________________

 

 

RESOLUTIONS UNDER AGENDA ITEM ONE

_____________________________________________________________________

 

1.1.   Approve, under the terms set out in the legal documentation, the
individual and consolidated annual accounts and management reports of Banco
Bilbao Vizcaya Argentaria, S.A. and of its Group for the financial year ending
December 31, 2023.

 

         Authorize the Chairman, Carlos Torres Vila, the General
Secretary and Secretary of the Board of Directors, Domingo Armengol Calvo, and
the Deputy Secretary of the Board of Directors, Amaya María Llovet Díaz,
indistinctly and with powers of substitution, to file the individual and
consolidated annual accounts, management reports and auditors' reports of
Banco Bilbao Vizcaya Argentaria, S.A. and of its Group, as well as to issue
the corresponding certificates pursuant to Article 279 of the Corporate
Enterprises Act and Article 366 of the Commercial Registry Regulations.

 

1.2.   Approve the individual and consolidated non-financial information
report of Banco Bilbao Vizcaya Argentaria, S.A. and that of its Group for the
financial year ending December 31, 2023.

 

         Authorize the Chairman, Carlos Torres Vila, the General
Secretary and Secretary of the Board of Directors, Domingo Armengol Calvo, and
the Deputy Secretary of the Board of Directors, Amaya María Llovet Díaz, so
that any of them, indistinctly and with powers of substitution, may complete,
correct, formalize, publish, interpret, clarify, extend, develop or execute
any of the documents indicated in the preceding paragraph.

 

1.3.   Approve the proposed allocation of profits of Banco Bilbao Vizcaya
Argentaria, S.A. corresponding to 2023 in the amount of EUR 4,807,412,888.42
(four billion, eight hundred and seven million, four hundred and twelve
thousand, eight hundred and eighty-eight euros and forty-two cents of euro),
as follows:

 

●     The amount of EUR 3,228,872,429 (three billion, two hundred and
twenty-eight million, eight hundred and seventy-two thousand, four hundred and
twenty-nine euros) to the payment of dividends, of which:

 

a)    EUR 952,075,680.80 (nine hundred and fifty-two million, seventy-five
thousand, six hundred and eighty euros and eighty cents of euro) has already
been paid in full prior to this Annual General Meeting as an interim dividend
on account of the 2023 dividend, in accordance with the resolution adopted by
the Board of Directors at its meeting held on 27 September 2023; and

 

b)    the remaining EUR 2,276,796,748.20 (two billion, two hundred and
seventy-six million, seven hundred and ninety-six thousand, seven hundred and
forty-eight euros and twenty cents of euro) will be allocated to the payment
of the final dividend for the year 2023 in a gross amount of EUR 0.39
(thirty-nine cents of euro) per outstanding share of the Bank with the right
to participate in said distribution when paid. Payment to shareholders will
take place on 10 April 2024.

 

In this respect, it is resolved to ratify, insofar as necessary, the
resolution adopted by the Board of Directors on 27 September 2023 approving
the payment of the aforementioned amount as an interim dividend on account of
the 2023 dividend.

 

●     The remaining profit, that is, the amount of EUR 1,578,540,459.42
(one billion, five hundred and seventy-eight million, five hundred and forty
thousand, four hundred and fifty-nine euros and forty-two cents of euro), will
be allocated to the Company's voluntary reserve funds.

 

1.4.   Approve the management of the Banco Bilbao Vizcaya Argentaria, S.A.
Board of Directors for the financial year 2023.

 

 

RESOLUTIONS UNDER AGENDA ITEM TWO

_____________________________________________________________________

 

The re-election of José Miguel Andrés Torrecillas, Jaime Félix Caruana
Lacorte, Ana Cristina Peralta Moreno and Jan Paul Marie Francis Verplancke as
members of the Board of Directors, with the status of independent directors,
for the statutory mandated period of three years, has been approved by the
General Meeting, at the proposal of the Appointments and Corporate Governance
Committee.

Likewise, the re-election of Belén Garijo López as member of the Board of
Directors, with the status of other external director, for the statutory
three-year period, has been approved by the General Meeting, following a
favorable report from the Appointments and Corporate Governance Committee.

Lastly, the appointments of Enrique Casanueva Nárdiz, as independent
director, and Cristina de Parias Halcón, as other external director, as
members of the Board of Directors for the statutory three-year period, have
been approved by the General Meeting, at the proposal of the Appointments and
Corporate Governance Committee.

The approved re-elections and appointments have been accompanied by the report
of the Board of Directors stipulated in Article 529 decies of the Corporate
Enterprises Act and, in the case of the re-electionof Belén Garijo López
with the favorable report of the Appointments and Corporate Governance
Committee. In the case of the appointment of Cristina de Parias Halcón, it is
noted that the status of other external director comes from the Appointments
and Corporate Governance Committee, which issued a reasoned proposal that
includes all relevant information for the purposes of sections 4 and 6 of
Article 529 decies of the Corporate Enterprises Act. These reports and
reasoned proposal have been made available to shareholders as of the date on
which the call notice of the General Meeting was made public.

Consequently, the General Meeting approved the following resolutions:

2.1.      Re-elect José Miguel Andrés Torrecillas, of legal age, of
Spanish nationality and domiciled for these purposes at Calle Azul, 4, Madrid,
as member of the Board of Directors, with the status of independent director,
for the statutory three-year period.

2.2.      Re-elect Jaime Félix Caruana Lacorte, of legal age, of Spanish
nationality and domiciled for these purposes at Calle Azul, 4, Madrid, as
member of the Board of Directors, with the status of independent director, for
the statutory three-year period.

2.3.      Re-elect Belén Garijo López, of legal age, of Spanish
nationality and domiciled for these purposes at Calle Azul, 4, Madrid, as
member of the Board of Directors, with the status of other external director,
for the statutory three-year period.

2.4.      Re-elect Ana Cristina Peralta Moreno, of legal age, of Spanish
nationality and domiciled for these purposes at Calle Azul, 4, Madrid, as
member of the Board of Directors, with the status of independent director, for
the statutory three-year period.

2.5.      Re-elect Jan Paul Marie Francis Verplancke, of legal age, of
Belgian nationality and domiciled for these purposes at Calle Azul, 4, Madrid,
as member of the Board of Directors, with the status of independent director,
for the statutory three-year period.

2.6.      Appoint Enrique Casanueva Nárdiz, of legal age, of Spanish
nationality and domiciled for these purposes at Calle Azul, 4, Madrid, as
member of the Board of Directors, with the status of independent director, for
the statutory three-year period.

2.7.      Appoint Cristina de Parias Halcón, of legal age, of Spanish
nationality and domiciled for these purposes at Calle Azul, 4, Madrid, as
member of the Board of Directors, with the status of other external director,
for the statutory three-year period.

Pursuant to the provisions of paragraph 2 of Article 34 of the Company's
Bylaws, the number of members of the Board of Directors of Banco Bilbao
Vizcaya Argentaria, S.A. has been established in 15.

 

 

 

RESOLUTIONS UNDER AGENDA ITEM THREE

_____________________________________________________________________

 

One.- Approve the share capital reduction of Banco Bilbao Vizcaya Argentaria,
S.A. (the "Company" or "BBVA") by up to a maximum amount of 10% of the share
capital on the date of this resolution (this is, by up to a maximum nominal
amount of TWO HUNDRED AND EIGHTY-SIX MILLION, FIFTY-NINE THOUSAND,
SEVENTY-EIGHT EUROS AND SIXTY-TWO EURO CENTS (EUR 286,059,078.62),
corresponding to FIVE HUNDRED AND EIGHTY-THREE MILLION, SEVEN HUNDRED AND
NINETY-FOUR THOUSAND AND THIRTY-EIGHT (583,794,038) shares with a nominal
value of FORTY-NINE EURO CENTS (EUR 0.49)), subject to obtaining, where
appropriate, the corresponding regulatory authorizations, through the
redemption of own shares acquired derivatively by BBVA by virtue of the
authorization granted by the BBVA General Shareholders' Meeting held on 18
March 2022 under item six of the agenda, through any mechanism whose objective
or purpose is redemption, all in compliance with the provisions of the
legislation or regulations in force, as well as with any limitations that any
competent authorities may establish. The implementation period of this
resolution will end on the date of the next Annual General Shareholders'
Meeting, being rendered null and void from that date in respect of the amount
not executed.

The final figure for the share capital reduction will be set by the Board of
Directors, within the maximum amount referred to above, based on the final
number of shares that are purchased and that the Board of Directors decides to
redeem in line with the delegation of powers approved below.

The share capital reduction will not involve the repayment of shareholder
contributions as the Company itself will hold the shares to be redeemed, and
the share capital reduction will be recorded as a charge to unrestricted
reserves by provision of a restricted reserve for redeemed share capital in
the amount equal to the nominal value of the shares redeemed, which may be
disposed of only under the same requirements as those stipulated for the share
capital reduction, as provided for in Article 335 c) of the Corporate
Enterprises Act, by which the Company's creditors will not be entitled to
exercise their right of opposition set forth in Article 334 of the Corporate
Enterprises Act.

To confer authority on the Board of Directors, in the broadest terms,
authorizing it to subdelegate to the Executive Committee (which in turn, has
subdelegation powers); to the Chairman of the Board of Directors; to the Chief
Executive Officer; and to any other person to whom the Board explicitly grants
powers to this effect, in order to totally or partially execute the
aforementioned share capital reduction, on one or more occasions, within the
established timeframe and in the manner it deems most appropriate, with the
power to, in particular and without limitation:

(i)      Determine the number of shares to be redeemed in each execution,
deciding whether or not to execute the resolution in whole or in part if no
own shares are finally repurchased for the purpose of being redeemed or if,
having been repurchased for that purpose, (a) they have not been purchased, on
one or more occasions, in a sufficient number to reach 10% of the share
capital limit on the date of this resolution; or (b) market conditions,
Company circumstances or any event of social or economic importance make it
advisable for reasons of corporate interest or prevent its execution;
notifying of this decision in any case to the next Annual General
Shareholders' Meeting.

(ii)     Declare closed each of the executions of the share capital
reduction finally agreed, setting, as appropriate, the final number of shares
to be redeemed in each execution and, therefore, the amount by which the
Company's share capital must be reduced in each execution, in accordance with
the limits established in this resolution.

(iii)    Redraft the article of the Bylaws governing the share capital so
that it reflects the new share capital figure and the number of outstanding
shares after each approved share capital reduction.

(iv)    Request, as appropriate, the delisting of the shares to be redeemed
by virtue of this delegation in any domestic or foreign market where BBVA's
shares are listed, taking such steps and actions as may be necessary or
advisable for this purpose before the relevant public and/or private bodies,
including any action, declaration or management before any competent authority
in any jurisdiction, including, but not limited to, the United States of
America for the delisting of the shares represented by ADSs (American
Depositary Shares).

(v)     Execute all public and/or private documents, and to enter into as
many acts, legal transactions, contracts, declarations and operations that may
be necessary or advisable to carry out each execution of the approved share
capital reduction, as well as to attend to any formalities and obligations
related to the capital reduction and each of its executions.

(vi)    Publish as many announcements as may be necessary or appropriate
regarding the share capital reduction and each of its executions, and carry
out any actions required for the effective redemption of the shares referred
to in this resolution.

(vii)   Set the terms and conditions of the reduction in any matters not
provided in this resolution, as well as to carry out any procedures and
formalities required to obtain the consents and authorizations required for
the effectiveness of this resolution.

Two.- Nullify, for the unused part, the share capital reduction resolution
adopted by the Annual General Shareholders' Meeting held on 17 March 2023,
under item three of the agenda.

 

 

RESOLUTION UNDER AGENDA ITEM FOUR

_____________________________________________________________________

For the purposes of the provisions of Article 34.1 g) of Act 10/2014 of June
26, on the regulation, supervision and solvency of credit institutions, to
approve a maximum level of variable remuneration of up to 200% of the fixed
component of total remuneration for a group of employees whose professional
activities have a material impact on the risk profile of Banco Bilbao Vizcaya
Argentaria, S.A. (the "Bank") or its Group, enabling subsidiaries of the Bank
to likewise apply said maximum level to their professionals, pursuant to the
Report issued in this regard by the Board of Directors of the Bank on February
6, 2024, and which has been made available to shareholders as of the date on
which this General Meeting was convened.

 

 

 

 

RESOLUTIONS UNDER AGENDA ITEM FIVE

_____________________________________________________________________

 

Authorize the Board of Directors, with express substitution powers in favor of
the Executive Committee or to the director or directors it deems convenient,
as well as to any other person whom the Board expressly empowers for the
purpose, the necessary powers, as broad as required under law, to establish,
interpret, clarify, complete, modify, correct, develop and execute, when they
deem most convenient, each of the resolutions adopted by this General Meeting;
to draw up and publish the notices required by law; and to perform the
necessary proceedings as may be necessary to obtain the due authorizations or
filings from the Bank of Spain; the European Central Bank; Ministries,
including the Ministry of Tax and the Ministry of Economy, Commerce and
Business; the National Securities Market Commission; the entity in charge of
the recording of book entries; the Commercial Registry; or any other national
or foreign public or private body.

 

Additionally, authorize the Chairman, Carlos Torres Vila; the General
Secretary and Secretary of the Board, Domingo Armengol Calvo; and the Deputy
Secretary of the Board, Amaya María Llovet Díaz so that any of them,
indistinctively, may perform such acts as may be appropriate to implement the
resolutions adopted by this General Meeting, in order to file them with the
Commercial Registry and with any other registries, including in particular,
and among other powers, that of appearing before any Notary Public to execute
the public deeds and notarized documents necessary or advisable for such
purpose, correct, ratify, interpret or supplement what has been resolved and
formalize any other public or private document that may be necessary or
advisable to execute and fully register the resolutions adopted, without
needing a new General Meeting resolution, and to make the mandatory deposit of
the individual and consolidated annual financial statements in the Commercial
Registry.

 

 

RESOLUTION UNDER AGENDA ITEM SIX

_____________________________________________________________________

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.

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