REG - Banco Bil.Viz.Argent - 2022 Annual General Meeting Call

Banco Bilbao Vizcaya Argentaria SAAnnouncement

10/02/2022 07:45

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RNS Number : 2765B  Banco Bilbao Vizcaya Argentaria SA  10 February 2022

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

 

 

OTHER RELEVANT INFORMATION

 

 

BBVA's Board of Directors has resolved to call the Annual General
Shareholders' Meeting, to be held in Bilbao, at Palacio Euskalduna, avenida
Abandoibarra number 4, on 17 March 2022, at 12:00, at first call, and on 18
March 2022, in the same place and at the same time, at second call, following
the attached agenda.

 

 

 

Madrid, 10 February 2022

2022 ANNUAL GENERAL SHAREHOLDERS' MEETING

 

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

 

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 2021.

 

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 2021.

 

1.3.   Approval of the allocation of results for the 2021 financial year.

 

1.4.   Approval of the corporate management during the 2021 financial year.

 

TWO.- Approval of a distribution of 23 euro cents per share from voluntary
reserves as additional remuneration to shareholders for the 2021 financial
year.

 

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

 

3.1.   Re-election of Carlos Torres Vila.

 

3.2.   Re-election of Onur Genç.

 

3.3.   Appointment of Connie Hedegaard Koksbang.

 

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.

 

FOUR.- Delegation to the Board of Directors, with express powers of
sub-delegation, of the power to increase the Company's share capital, for a
period of five years, up to a maximum amount corresponding to 50% of the share
capital, delegating in turn the power to exclude preemptive subscription
rights, although this power will be limited to 10% of the Bank's share capital
in the terms described in the proposed resolutions, as well as the power to
amend the corresponding article of the Bylaws.

 

FIVE.- Delegation to the Board of Directors, with express powers of
sub-delegation, of the power to issue convertible securities into Company
shares, for a period of five years, up to a maximum amount of SIX BILLION
EUROS (EUR 6,000,000,000), delegating in turn the power to exclude preemptive
subscription rights in such securities issues, although this power will be
limited to 10% of the Bank's share capital in the terms described in the
proposed resolutions, as well as the power to increase the share capital in
the required amount and to amend the corresponding article of the Bylaws.

 

SIX.- Authorization for the Company to carry out the derivative acquisition of
its own shares, directly or through Group companies, setting the limits or
requirements thereon and conferring on the Board of Directors the powers
necessary to execute the acquisition, rendering without effect the unused
portion of the authorization given at the General Shareholders' Meeting held
on March 16, 2018.

 

SEVEN.- 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 on one or more occasions.

 

EIGHT.- 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.

 

NINE.- Appointment of the statutory auditors of Banco Bilbao Vizcaya
Argentaria, S.A. and its consolidated Group for the 2022, 2023 and
2024 financial years.

 

TEN.- 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.

 

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

 

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