REG - Banco Bil.Viz.Argent - Resol. adopted by the 2026 Annual General Meeting

Banco Bilbao Vizcaya Argentaria SAAnnouncement

20/03/2026 16:30

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RNS Number : 5450X  Banco Bilbao Vizcaya Argentaria SA  20 March 2026

 

 

 

 

 

 

 

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, 20 March 2026

 

 

 

RESOLUTIONS OF THE ANNUAL GENERAL SHAREHOLDERS' MEETING OF BANCO BILBAO
VIZCAYA ARGENTARIA, S.A., HELD ON 21 MARCH 2025

______________________________________________________________________

 

 

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, 2025.

 

         Authorise the Chair, 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 consolidated non-financial information report of Banco
Bilbao Vizcaya Argentaria Group for the financial year ending December 31,
2025.

 

         Authorize the Chair, 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
the document indicated in the preceding paragraph.

 

1.3.   Approve the proposed allocation of profits of Banco Bilbao Vizcaya
Argentaria, S.A. corresponding to financial year 2025 in the amount of EUR
7,156,971,748.36 (seven billion one hundred fifty-six million nine hundred
seventy-one thousand seven hundred forty-eight euro and thirty-six euro
cents), on the following terms:

 

(i)      The amount of EUR 5,267,833,582.56 (five billion two hundred
sixty-seven million eight hundred thirty-three thousand five hundred
eighty-two euro and fifty-six euro cents) shall be allocated to the payment of
dividends, of which:

 

a)      An amount of EUR 1,842,452,362.56 (one billion eight hundred
forty-two million four hundred fifty-two thousand three hundred sixty-two euro
and fifty-six euro cents) has already been fully paid prior to this Annual
General Shareholders' Meeting as an interim dividend on account of the 2025
dividend, in accordance with the resolution adopted by the Board of Directors
at its meeting held on 29 September 2025; and

 

b)      The remaining amount of EUR 3,425,381,220 (three billion four
hundred twenty-five million three hundred eighty-one thousand two hundred
twenty euro) shall be allocated to the payment of the final dividend for
financial year 2025, in the amount of EUR 0.60 (sixty euro cents) gross per
outstanding share of the Bank entitled to participate in such distribution at
the time of payment. Payment shall be made to shareholders on 10 April 2026.

 

In this respect, it is resolved to ratify, insofar as necessary, the
resolution adopted by the Board of Directors on 29 September 2025 approving
the distribution of the aforementioned amount as an interim dividend on
account of the 2025 dividend.

 

(ii)     The remaining profit, that is, the amount of EUR 1,889,138,165.80
(one billion eight hundred eighty-nine million one hundred thirty-eight
thousand one hundred sixty-five euro and eighty euro cents), shall 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 2025.

RESOLUTIONS UNDER AGENDA ITEM TWO

______________________________________________________________________

 

The General Meeting has approved the re-election of Sonia Lilia Dulá, Raúl
Catarino Galamba de Oliveira and Ana Leonor Revenga Shanklin as members of the
Board of Directors, with the status of independent directors, for the
statutory three-year period, following the proposal of the Appointments and
Corporate Governance Committee.

Likewise, the General Meeting has approved the re-election of Carlos Vicente
Salazar Lomelín as member of the Board of Directors, with the status of other
external director, for the statutory three-year period, following the
favorable report of the Appointments and Corporate Governance Committee.

Lastly, the General Meeting has approved the appointment of Jorge Montalbo
Todolí, as member of the Board of Directors, with the status of independent
director, for the statutory three-year period, following the proposal of the
Appointments and Corporate Governance Committee.

The approved re-elections and appointment are accompanied by the report of the
Board of Directors stipulated in Article 529 decies of the Corporate
Enterprises Act, and with the favorable report of the Appointments and
Corporate Governance Committee in the case of the re-election of Carlos
Vicente Salazar Lomelín. These reports 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 has adopted the following resolutions:

2.1.      Re-elect Sonia Lilia Dulá, of legal age, of US 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 Raúl Catarino Galamba de Oliveira, of legal age, of
Portuguese 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 Ana Leonor Revenga Shanklin, 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.

2.4.      Re-elect Carlos Vicente Salazar Lomelín, of legal age, of
Mexican 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.

2.5.      Appoint Jorge Montalbo Todolí, 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.

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 AGENDA ITEM THREE

______________________________________________________________________

 

 

One.- To delegate to the Board of Directors of Banco Bilbao Vizcaya
Argentaria, S.A. (the "Company" or the "Bank"), as broadly as required by law,
the power to issue securities convertible into newly issued shares of the Bank
whose conversion is contingent and envisaged in order to meet regulatory
requirements for their eligibility as capital instruments (CoCos), in
accordance with the solvency regulations and subject to the legal and
statutory provisions applicable at any time, with the ability to carry out the
issues on one or several occasions within a maximum period of five (5) years
from the date of approval of this resolution, for a maximum overall aggregate
amount of EIGHT BILLION EURO (EUR 8,000,000,000), or its equivalent in any
other currency.

Two.- To authorise the Board of Directors, empowering it to sub-delegate such
powers to the Executive Committee (which, in turn, shall have powers of
sub-delegation); to the Chair of the Board of Directors; to the Chief
Executive Officer; or to any other person expressly empowered by the Board for
this purpose, with the scope it deems appropriate, as broadly as required by
law, for the exercise of the delegation referred to in the foregoing
resolution One, as well as to carry out any acts, procedures or applications
that may be necessary or advisable for its exercise, so that, in the manner it
deems most appropriate, it may:

(i)      To resolve, establish and determine the terms, characteristics
and conditions of each and every one of the issues of securities contingently
convertible into newly issued shares of the Company carried out pursuant to
this resolution, including, by way of illustration and not limitation, the
term, expressly allowing for the issuance of perpetual securities; where
applicable, the terms and early redemption options, which may be in favour of
the issuer or of the bondholders; the amount, always within the maximum
overall aggregate amount indicated above; the issue date or dates; the
interest rate; the issue price; the number of securities and the nominal value
of each security; the form of representation of the securities; the form and
conditions of the remuneration of the securities, including, without
limitation, the interest rate, whether fixed or variable, and the dates and
procedures for coupon payment; the ranking of the securities and any
subordination clauses; where applicable, anti-dilution clauses; the applicable
law and jurisdiction; and, where appropriate, the mechanisms for association
and collective organisation and/or representation and protection of the
holders of the securities to be issued, including the appointment of their
representatives.

(ii)     To resolve, establish and determine the bases and methods of
conversion, including the form, timing and conversion scenarios.

(iii)    To resolve, establish and determine the conversion ratio, which
may be fixed or variable, within the limits set forth below.

Where the issue is carried out with a fixed conversion ratio, the Company
share price for the purposes of the conversion may not be less than the higher
of: (a) the arithmetic mean of the closing prices of the Company share on the
stock exchange or securities market determined by the Board of Directors,
during a period to be established, which may not be longer than three months
nor shorter than fifteen trading days prior to the date on which the specific
issue of contingently convertible securities is approved; and (b) the closing
price of the Company share on the stock exchange or securities market
determined by the Board of Directors on the day prior to the date on which the
specific issue of contingently convertible securities is approved.

Where the issue is carried out with a variable conversion ratio, the Bank
share price for the purposes of the conversion shall be the arithmetic mean of
the closing prices of the Company share on the stock exchange or securities
market determined by the Board of Directors, during a period to be
established, which may not be longer than three months nor shorter than five
trading days prior to the date on which the conversion trigger event occurs. A
premium or, where appropriate, a discount may be applied to such price per
share; however, where a discount is applied, it may not exceed 30%. The
premium or discount may differ for each conversion date of each issue or
tranche. Likewise, notwithstanding that a variable conversion ratio is
established, a minimum and/or maximum reference share price for the purposes
of conversion may be determined, on the terms deemed appropriate by the Board
of Directors.

Subject to any other limits applicable under the regulations in force at any
time, the value of the Company share for the purposes of the conversion ratio
of the securities into shares may not be below the nominal value of the
Company share at the time of conversion, and securities may not be converted
into shares when the nominal value of the securities is below that of the
shares.

For the purposes of conversion, the contingently convertible securities shall
be valued at their nominal amount, and may include or exclude accrued and
unpaid interest at the time of conversion, and rounding formulae may be
determined as deemed appropriate.

(iv)    To request, where appropriate, the admission to trading of the
contingently convertible securities issued pursuant to this delegation and/or
the shares issued to cover their conversion, on official or unofficial,
regulated or non-regulated, organised or non-organised secondary markets,
whether domestic or foreign, and to carry out any procedures or actions that
may be necessary or advisable for this purpose before any corresponding public
and/or private authorities or bodies.

It is expressly stated that the Company submits to the regulations currently
in force or that may be enacted in the future in relation to trading, in
particular with regard to listing, maintenance and delisting, and undertakes
that, should the delisting of the securities or shares subsequently be
requested, such delisting shall be carried out in accordance with the
formalities required by the applicable regulations, as well as with any
conditions, limitations or requirements that may be imposed by the competent
supervisory authorities in relation to the admission, maintenance or exclusion
from trading of such securities or shares.

(v)     To increase the Bank's share capital by the amount necessary to
cover the conversion commitments, within the limits that, where applicable,
are in force and available at any time, allowing, where appropriate, for
undersubscription, establishing the characteristics of the Company shares to
be issued to cover the conversion of the securities, and to redraft the
corresponding article of the Bylaws.

(vi)    To exclude, either fully or partially, the pre-emptive subscription
rights of shareholders within the framework of a specific issue, when the
corporate interest so requires, in all cases complying with the legal
requirements and limitations established for this purpose at any given time.

Three.- To repeal, insofar as it has not been exercised, the authority
conferred by the Annual General Shareholders' Meeting held on 20 April 2021,
under agenda item five.

 

RESOLUTIONS UNDER AGENDA ITEM FOUR

______________________________________________________________________

 

One.- To authorise the derivative acquisition by Banco Bilbao Vizcaya
Argentaria, S.A. (the "Company" or "BBVA"), directly or through any of its
subsidiary companies, and for a maximum period of five (5) years from the date
of approval of this resolution, of own shares, at any time and as many times
as it deems appropriate, by any means permitted by law, including against
profit for the year and/or freely distributable reserves, all in accordance
with the provisions of the applicable legislation, and to authorise that the
shares acquired may subsequently be disposed of by any means permitted by law.

 

The derivative acquisition of BBVA shares shall be subject to the conditions
established in the regulations applicable at any given time, as well as to any
limitations that may be imposed by the competent authorities. In particular,
the nominal value of the own shares acquired, whether directly or indirectly,
together with those already held by the Company and its subsidiary companies,
may not exceed ten percent (10%) of BBVA's subscribed share capital at any
given time (or any other limit established by the regulations applicable at
any time).

In addition, the derivative acquisition of BBVA shares shall be subject to the
condition that the acquisition price per share is not lower than the nominal
value of the share nor higher than ten percent (10%) above the market price at
the time of acquisition.

It is expressly authorised that the shares acquired by the Company or by its
subsidiary companies pursuant to this authorisation may be allocated, in whole
or in part, to their delivery to employees or directors of the Company or its
subsidiaries, either directly or as a result of the exercise of option rights
held by them.

This authorisation, as from the time of its approval, replaces and renders
null and void the authorisation granted by the Annual General Shareholders'
Meeting of the Company held on 18 March 2022, under agenda item six.

Two.- To confer authority on the Board of Directors, in the broadest terms,
for the exercise of the authorisation referred to in the foregoing resolution,
as well as to carry out any acts, procedures or applications that may be
necessary or advisable for its exercise, authorising it to sub-delegate such
powers to the Executive Committee (which, in turn, shall have powers of
sub-delegation); to the Chair of the Board of Directors; to the Chief
Executive Officer; or to any other person expressly empowered by the Board for
this purpose, with the scope it deems appropriate.

RESOLUTIONS UNDER AGENDA ITEM FIVE

______________________________________________________________________

 

 

One.- To approve the reduction of the share capital of Banco Bilbao Vizcaya
Argentaria, S.A. (the "Company" or "BBVA") by up to a maximum amount
corresponding to ten percent (10%) of the share capital as at the date of this
resolution (that is, by up to a maximum nominal amount of TWO HUNDRED AND
SEVENTY-NINE MILLION SEVEN HUNDRED AND THIRTY-NINE THOUSAND FOUR HUNDRED AND
SIXTY-SIX EURO AND THIRTY EURO CENTS (EUR 279,739,466.30), corresponding to
FIVE HUNDRED AND SEVENTY MILLION EIGHT HUNDRED AND NINETY-SIX THOUSAND EIGHT
HUNDRED AND SEVENTY (570,896,870) shares with a nominal value of FORTY-NINE
EURO CENTS (EUR 0.49)), subject to obtaining, where appropriate, the
corresponding regulatory authorisations, through the redemption of own shares
acquired derivatively by BBVA pursuant to the authorisations in force at any
given time granted by the General Shareholders' Meeting and through any
mechanism for the purpose of their redemption, all in accordance with the
provisions of the applicable legislation and regulations, as well as with any
limitations that may be imposed by any competent authorities. The
implementation period of this resolution shall extend until the date of the
next Annual General Shareholders' Meeting, and it shall be rendered null and
void in respect of the portion not executed as from that date.

The final amount of the share capital reduction shall be determined by the
Board of Directors, within the maximum limit indicated above, based on the
final number of shares acquired and which the Board of Directors decides to
redeem in accordance with the delegation of powers approved below.

The share capital reduction shall not entail any repayment of shareholder
contributions, as the Company itself shall be the holder of the shares to be
redeemed, and shall be carried out as a charge to freely distributable
reserves by means of the provision of a restricted reserve for redeemed share
capital in an amount equal to the nominal value of the redeemed shares, which
may only be disposed of under the same requirements as those applicable to a
share capital reduction, pursuant to the provisions of article 335(c) of the
Corporate Enterprises Act. Accordingly, the Company's creditors shall not have
the right of opposition referred to in article 334 of the Corporate
Enterprises Act.

Two.- To confer authority on the Board of Directors, in the broadest terms,
authorising it to sub-delegate to the Executive Committee (which, in turn,
shall have powers of sub-delegation); to the Chair of the Board of Directors;
to the Chief Executive Officer; and to any other person expressly empowered by
the Board for this purpose, to execute, in whole or in part, the share capital
reduction approved above, on one or more occasions, within the established
implementation period and in the manner it deems most appropriate, with the
power, in particular and without limitation, to:

(i)           Determine the number of shares to be redeemed in each
execution, and to resolve not to execute the resolution, in whole or in part,
if no own shares are ultimately acquired for the purpose of being redeemed or
if, having been acquired for that purpose, (a) they have not been acquired, on
one or more occasions, in a sufficient number to reach the ten percent (10%)
limit of the share capital as at the date of this resolution; or (b) market
conditions, Company circumstances, or any event of social or economic
significance make it advisable for reasons of corporate interest or prevent
its execution; in all cases reporting such decision to the next Annual General
Shareholders' Meeting.

(ii)          Declare closed each of the executions of the share
capital reduction finally agreed, setting, where appropriate, the final number
of shares to be redeemed in each execution and, therefore, the amount by which
the Company's share capital is to 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 amount and the number of
outstanding shares following each execution of the approved share capital
reduction.

(iv)         Request, where appropriate, the delisting of the shares
redeemed by virtue of this delegation on any domestic or foreign markets on
which BBVA shares are listed, carrying out any procedures and actions that may
be necessary or advisable for this purpose before the corresponding public
and/or private bodies, including any action, statement or filing before any
competent authorities in any jurisdiction, including, without limitation, 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
carry out any acts, legal transactions, contracts, statements 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 before any competent authorities in connection with the share
capital reduction and each of its executions.

(vi)         Publish any announcements that may be necessary or
appropriate in relation to the share capital reduction and each of its
executions, and to carry out all 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 for in this resolution, and to carry out all acts and
procedures necessary in order to obtain the consents and authorisations
required for the effectiveness of this resolution.

Three.- To repeal, insofar as not executed, the share capital reduction
resolution adopted by the Annual General Shareholders' Meeting held on 21
March 2025, under agenda item three.

 

RESOLUTIONS UNDER AGENDA ITEM SIX

______________________________________________________________________

Pursuant to Article 529 novodecies of the Spanish Corporate Enterprises Act,
approve the Directors' Remuneration Policy of Banco Bilbao Vizcaya Argentaria,
S.A. (the "Policy") to be applied as from the date of its approval (hence, for
the 2026 financial year) and throughout the following three financial years
(i.e., during 2027, 2028 and 2029 financial years), whose text together with
the specific report of the Remuneration Committee and the remaining
documentation pertaining to the General Meeting, has been made available to
the shareholders as of the date on which this General Meeting was convened.

The approval of this new Policy entails, as established therein, the approval
of (i) the extension of the fixed remuneration system with deferred delivery
of shares of Banco Bilbao Vizcaya Argentaria, S.A., maintaining the maximum
number of shares approved by the General Shareholders' Meeting of March 17,
2023 to be delivered, as appropriate, to non-executive directors in execution
of the system; and (ii) the allocation of a maximum number of 5,000,000 (five
million) shares of Banco Bilbao Vizcaya Argentaria, S.A. to be delivered
(directly or through instruments linked to shares, such as, for instance,
options), where appropriate, to executive directors in execution of the
payment rules of the annual variable remuneration that apply to them. All of
it, in the terms set forth in the Policy.

Likewise, authorize the Board of Directors, with express subdelegation powers,
to the fullest extent required by law to interpret, develop, formalize and
execute this resolution, adopting as many agreements and signing as many
public or private documents as may be necessary or appropriate for its full
effect, including adapting the Policy when necessary and at the proposal of
the Remuneration Committee to the circumstances that may arise, the rules set
forth in applicable law, recommendations or best practices on the subject and
to the specific requirements set by supervisors, or by any other competent
authority, including, but not limited to, any stock exchange, domestic or
foreign, provided that this does not imply a substantial change in its terms
and conditions that, in accordance with applicable laws, should be newly
submitted to consideration by the General Meeting; and, in particular, to:

a)           Develop and establish the specific terms and conditions
of the remuneration systems for non-executive and executive directors as
regards any matters not established in the Policy, specifically including, but
not limited to, designating beneficiaries, performing actions related to new
directors and departures, resolving the vesting and settlement of the
remuneration, as well as the terms thereof, establishing cases for early
vesting and settlement, as the case may be, and confirming compliance with any
applicable terms and conditions to which this vesting and settlement is
subject.

 

b)           Adapt the content and terms and conditions of the
Policy to any corporate transactions or exceptional circumstances that may
arise while it is in force, either in connection with Banco Bilbao Vizcaya
Argentaria, S.A. or the companies of its Group, or, in the case of the
remuneration system for executive directors, in connection with the indicators
selected to determine their variable remuneration, or with the banks
comprising the reference group for remuneration purposes, as applicable, such
that it remains under equivalent terms and conditions.

 

c)           Adapt the content of the Policy to any requirements,
observations or requests that the competent supervisory authorities may make
and, specifically, make adjustments to the percentages and deferral periods of
the annual variable remuneration applicable to the executive directors of
Banco Bilbao Vizcaya Argentaria, S.A., as well as to the withholding period
for shares or instruments, or to the rules established for its calculation.

 

d)           Approve and establish as many developments as may be
necessary to ensure the applicability of the variable remuneration reduction
and recovery clauses established in the Policy and their compliance with
regulations that are applicable to Banco Bilbao Vizcaya Argentaria, S.A. at
any given time.

 

e)           Authorize the award of counterparty and liquidity
contracts with any financial institutions that it freely designates, under the
terms and conditions it deems appropriate.

 

f)            Generally, perform as many actions or sign as many
documents as may be required or appropriate to ensure the validity,
effectiveness, implementation, elaboration and execution of the Policy.

 

RESOLUTION UNDER AGENDA ITEM SEVEN

______________________________________________________________________

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, all of it,
according to the Report issued in this regard by the Board of Directors of the
Bank on February 9, 2026, and which has been made available to shareholders as
of the date on which this General Meeting was convened.

RESOLUTION UNDER AGENDA ITEM EIGHT

______________________________________________________________________

To re-elect Ernst & Young, S.L. as the statutory auditors of Banco Bilbao
Vizcaya Argentaria, S.A. and its consolidated Group for the financial year
2026. Ernst & Young, S.L. is domiciled in Madrid, at Calle Raimundo
Fernández Villaverde, No. 65 - Torre Azca, with Tax Identification Number
(NIF) B78970506, registered under number S0530 in the Official Register of
Auditors of Accounts of the Institute of Accounting and Auditing of Accounts,
and in the Commercial Registry of Madrid, in general volume 9,364, volume
8,130 of Section 3 of the Companies Book, folio 68, Section 3, sheet 87,690-1.

RESOLUTIONS UNDER AGENDA ITEM NINE

______________________________________________________________________

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 Chair, 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 TEN

______________________________________________________________________

Approve, on a consultative basis, the Annual Report on the Remuneration of the
Directors of Banco Bilbao Vizcaya Argentaria, S.A. corresponding to financial
year 2025, 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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