REG - Banco Bil.Viz.Argent - 2025 AGM Notice and Proposed Resolutions

Banco Bilbao Vizcaya Argentaria SAAnnouncement

14/02/2025 17:45

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RNS Number : 2520X  Banco Bilbao Vizcaya Argentaria SA  14 February 2025

 

 

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 21 March 2025, 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, 14 February 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ANNUAL GENERAL SHAREHOLDERS' MEETING

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

BILBAO, MARCH 21, 2025

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 11, 2025,
agreed to call the Company's Annual General Shareholders' Meeting, which will
be held in Bilbao, at Palacio Euskalduna, 4 Avenida Abandoibarra, on March 20,
2025, at 12:00 pm, on first call, and on March 21, 2025, 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 2024.

 

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 2024.

 

1.3.  Approval of the allocation of results for the 2024 financial year.

 

1.4.  Approval of the corporate management during the 2024 financial year.

 

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

 

2.1.  Re-election of Carlos Torres Vila.

 

2.2.  Re-election of Onur Genç.

 

2.3.  Re-election 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.

 

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.- Renewal of the delegation of powers to the Board of Directors in
relation to the execution of the share capital increase with non-monetary
contributions approved by the Extraordinary General Shareholders' Meeting of
2024.

 

FIVE.- 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.

 

SIX.- Re-election of the auditors of accounts for Banco Bilbao Vizcaya
Argentaria, S.A. and its consolidated Group for the financial year 2025.

 

SEVEN.- 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.

EIGHT.- Consultative vote on the Annual Report on the Remuneration of
Directors of Banco Bilbao Vizcaya Argentaria, S.A. for the financial year
2024.

*  *  *  *  *  *

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

16, 2025, 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 "2025 Annual 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 7, 2025, 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 20, 2025 at 11:00 am, taking into that the
General Meeting is scheduled to be held on second call.

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 11:00 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 "2025
Annual 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 Meeting begins.

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 "2025 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 21, 2025 until 12:00 pm on
the day before the General Shareholders' Meeting is held on first call, i.e.
12:00 pm on March 19, 2025, 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 "2025 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 "2025 Annual 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 "2025 Annual 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 "2025 Annual 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 2024 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 2024 financial year; the curriculum vitae, category (status)
and mandatory proposals and reports on the re-election of directors proposed
under agenda item Two; the Board of Directors' reports on the proposals
submitted under agenda items Three, Four and Five; and the Annual Report on
BBVA Directors' Remuneration for the 2024 financial year. Likewise, the full
text of the Board of Directors' Regulations is made available to shareholders,
and the General Meeting will be informed of its revised version, as well as
the remaining legal documentation related to the General Meeting.

In addition, shareholders will have access to the legal reports of the
directors 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 "2025
Annual 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
communicating with the Bank nor 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 "2025 Annual 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 "2025 Annual 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 9:00 am to 6:00 pm, Monday
through Friday; telephone the Shareholder Helpline at (+34) 91 224 98 21 from
8:00 am to 10:00 pm, Monday through Friday; send an email to the mailbox
accionistas@bbva.com or by consulting the information included in the
'Frequently Asked Questions' document available in the '2025 General Meeting'
section of the Bank's corporate website (www.bbva.com (http://www.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 "2025 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 21, 2025
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 14, 2025, 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 21, 2025

 

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, 2024.

 

         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, 2024.

 

         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 2024 in the amount of EUR 10,234,604,206.21 (ten
billion, two hundred thirty-four million, six hundred four thousand, two
hundred six euros and twenty-one cents of euro), as follows:

 

●     The amount of EUR 4,034,299,825.50 (four billion, thirty-four
million, two hundred ninety-nine thousand, eight hundred twenty-five euros and
fifty cents of euro) to the payment of dividends, of which:

 

a)    EUR 1,671,352,784.85 (one billion, six hundred seventy-one million,
three hundred fifty-two thousand, seven hundred eighty-four euros and
eighty-five cents of euro) has already been paid in full prior to this Annual
General Meeting as an interim dividend on account of the 2024 dividend, in
accordance with the resolution adopted by the Board of Directors at its
meeting held on 25 September 2024; and

 

b)    the remaining EUR 2,362,947,040.65 (two billion, three hundred
sixty-two million, nine hundred forty-seven thousand, forty euros and
sixty-five cents of euro) will be allocated to the payment of the final
dividend for the year 2024 in a gross amount of EUR 0.41 (forty-one 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
2025.

 

In this respect, it is resolved to ratify, insofar as necessary, the
resolution adopted by the Board of Directors on 25 September 2024 approving
the payment of the aforementioned amount as an interim dividend on account of
the 2024 dividend.

 

●     The remaining profit, that is, the amount of EUR 6,200,304,380.71
(six billion, two hundred million, three hundred four thousand, three hundred
eighty euros and seventy-one 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 2024.

PROPOSED RESOLUTIONS UNDER AGENDA ITEM TWO OF THE ANNUAL GENERAL SHAREHOLDERS'
MEETING OF BANCO BILBAO VIZCAYA ARGENTARIA, S.A. TO BE HELD ON MARCH 21, 2025

 

 

The re-election of Carlos Torres Vila and Onur Genç as members of the Board
of Directors is submitted to the General Meeting, with the favorable reports
of the Appointments and Corporate Governance Committee, for the statutory term
of three years, both with the category of executive directors.

Likewise, the re-election of Connie Hedegaard Koksbang as member of the Board
of Directors, with the status of independent director, for the statutory term
of three years, is submitted to the General Meeting, at the proposal of the
Appointments and Corporate Governance Committee.

The proposed re-elections 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 re-election of Carlos Torres Vila and
Onur Genç with the favorable report of the Appointments and Corporate
Governance Committee. 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, it is proposed that the General Meeting:

2.1.      Re-elect Carlos Torres Vila, 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 executive director, for
the statutory three-year period.

2.2.      Re-elect Onur Genç, of legal age, of Turkish nationality and
domiciled for these purposes at Calle Azul, 4, Madrid, as member of the Board
of Directors, with the status of executive director, for the statutory
three-year period.

2.3.      Re-elect Connie Hedegaard Koksbang, of legal age, of Danish
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 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 21, 2025

 

 

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-TWO MILLION, FOUR HUNDRED THOUSAND, NINE
HUNDRED AND EIGHTY-SEVEN EUROS AND FIFTY-FOUR EURO CENTS (EUR 282,400,987.54),
corresponding to FIVE HUNDRED AND SEVENTY-SIX MILLION, THREE HUNDRED AND
TWENTY-EIGHT THOUSAND FIVE HUNDRED FORTY-SIX (576,328,546) 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.

Two.- 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 Chair 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.

Three.- Nullify, for the unused part, the share capital reduction resolution
adopted by the Annual General Shareholders' Meeting held on 15 March 2024,
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 21, 2025

 

 

In relation to the first resolution to increase the share capital of Banco
Bilbao Vizcaya Argentaria, S.A. ("BBVA") via non-monetary contributions (the
"Capital Increase") adopted by the Extraordinary General Shareholders' Meeting
held on July 5, 2024 (the "Extraordinary General Meeting") under agenda item
one (the "Resolution One"), renew and re-approve resolution two of delegation
of powers related to the Capital Increase adopted by the Extraordinary General
Meeting under the same agenda item, for its exercise within a one (1) year
period from the date of adoption of this resolution, in the following terms:

To empower the Board of Directors, in the broadest terms, authorizing it to
sub-delegate on the Executive Committee (in turn, with sub-delegation powers);
on the Chair of the Board of Directors, the Chief Executive Officer and on any
individual that the Board may expressly empower for such purposes, to fully or
partially execute the previously approved Capital Increase, in one or several
rounds, within the period of one (1) year since the adoption of this
resolution, and establish its terms and conditions regarding any matters that
may have not been stipulated by the Extraordinary General Meeting, in the
manner deemed most convenient, including, without limitation:

(i)         Establish the date or dates on which the Capital Increase
should fully or partially become effective.

(ii)        Develop the procedure for the contribution in kind and
exchange of shares of Banco de Sabadell, S.A. by the new shares of BBVA to be
issued pursuant to the Capital Increase.

(iii)       Determine the amount of the issuance premium of the new
shares in accordance with the provisions of Resolution One.

(iv)       Amend the wording of the article 5 of the Bylaws that
regulates the share capital so that it reflects the new capital figure and the
number of outstanding shares after each execution of the approved Capital
Increase.

(v)        Apply for the admission to listing to all new shares of BBVA
in accordance with the provisions of Resolution One.

(vi)       Carry out any formalities that they may deem necessary or
appropriate in any relevant jurisdiction to effect and carry out, in full or
in part, and in one or several rounds, the Capital Increase and the issuance
of the new shares, and in particular appear and carry out whatever formalities
may be required before any competent authorities in any jurisdiction and
approve and sign all public or private documents that may be necessary or
convenient to ensure the effectiveness of the Capital Increase in any of its
aspects and contents.

(vii)      Draft and publish any advertisements that may be required or
deemed convenient.

(viii)     Declare the closing of each execution of the Capital Increase,
once the corresponding new shares are subscribed and paid up, formalizing all
public and private documents that may be convenient to fully or partially
execute, in one or several rounds, the Capital Increase.

(ix)       Formalize as many public and private documents as it may be
required, and appear before the notary public to register the corresponding
resolutions, as well as to rectify, regularize, clarify and harmonize these
resolutions with the meaning conveyed in the verbal and/or written assessment
by the Mercantile Registrar until each Capital Increase execution is
registered in the Mercantile Registry.

(x)        Carry out as many formalities and actions as may be required
and formalize as many public and private documents as it may be required or
convenient to apply for the admission to trading of the new shares in the
Security Exchanges of Madrid, Barcelona, Bilbao and Valencia, through the
Spanish Stock Market Interconnection System (Continuous Market), as well as
any of the domestic or foreign Securities Exchanges in which BBVA shares may
be traded, including any formalities and actions that may be required or
convenient for this purpose before the corresponding public and/or private
entities, including any action, statement or formality with any competent
authority in any jurisdiction, including, without limitation, the United
States of America.

(xi)       Formalize any public or private document and carry out any
formalities, legal transactions, contracts, statement and transactions that
may be required or convenient to carry out each execution of the agreed
Capital Increase, as well as to effect formalities and obligations before any
competent authority, Spanish or otherwise, related to the Capital Increase and
each one of their executions.

(xii)      Carry out any action, statement, communication or formality
before any body, entity or public or private registry, within Spain or abroad,
in connection with the Capital Increase and each one of its executions.

(xiii)     And in general, carry out any actions and sign as many
documents as may be necessary or convenient for the validity, effectiveness,
development and execution of the Capital Increase and the issue of the new
share, including interpreting, applying, executing and developing the approved
resolutions, including the rectification and enforcement thereof.

 

PROPOSED RESOLUTION UNDER AGENDA ITEM FIVE OF THE ANNUAL GENERAL SHAREHOLDERS'
MEETING OF BANCO BILBAO VIZCAYA ARGENTARIA, S.A. TO BE HELD ON MARCH 21, 2025

 

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
11, 2025, and which has been made available to shareholders as of the date on
which this General Meeting was convened.

 

PROPOSED RESOLUTIONS UNDER AGENDA ITEM SIX OF THE ANNUAL GENERAL SHAREHOLDERS'
MEETING OF BANCO BILBAO VIZCAYA ARGENTARIA, S.A. TO BE HELD ON MARCH 21, 2025

 

 

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
2025. 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.

PROPOSED RESOLUTIONS UNDER AGENDA ITEM SEVEN OF THE ANNUAL GENERAL
SHAREHOLDERS' MEETING OF BANCO BILBAO VIZCAYA ARGENTARIA, S.A. TO BE HELD ON
MARCH 21, 2025

 

 

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

 

Approve, on a consultative basis, the Annual Report on the Remuneration of
Directors of Banco Bilbao Vizcaya Argentaria, S.A. corresponding to financial
year 2024, 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 1966

 Spanish national

 BS in Electrical Engineering and BS in Business Administration from the
 Massachusetts Institute of Technology (MIT)

 Master's in Management from the MIT Sloan School of Management

 Graduated in Law from UNED

 Professional Background:

 1990 - 2002       McKinsey & Company (elected partner in 1997)

 2002 - 2007       Director of Corporate Strategy and Member of the
 Executive Committee of Endesa

 2007                  Chief Financial Officer of Endesa

 2008 - 2014       Member of the Management Committee of BBVA. Head of
 Corporate Development & Strategy

 2014 - 2015      Member of the Management Committee of BBVA. Head of
 Digital Banking

 2015 - 2018      CEO (Consejero Delegado) of BBVA

 He is non-executive director of BBVA México, S.A. Institución de Banca
 Múltiple, Grupo Financiero BBVA México and of Grupo Financiero BBVA México,
 S.A. de C.V. and Chair of the BBVA Foundation.

 He was appointed director of BBVA on 4 May 2015 and Chair of the Board of
 Directors on 20 December 2018.

 

 

 

 Born in 1974

 Turkish national

 Bachelor in Science, Electrical Engineering from the University of Boğaziçi
 (Turkey)

 MSIA/MBA at the Carnegie Mellon University (USA)

 Professional Background:

 1997 - 1999      Senior Financial Controller, Information Technology
 Services at American Airlines

 1999 - 2004      Consultant / manager at McKinsey & Company

 2004 - 2009      Partner at McKinsey & Company

 2009 - 2012      Senior partner and manager of the Turkish office at
 McKinsey & Company

 2012 - 2015      Executive Vice President responsible for Retail, Private
 Banking and Payment Systems at Garanti BBVA

 2015 - 2017      Deputy CEO at Garanti BBVA

 2017 - 2018      President and CEO at BBVA USA and BBVA's Country Manager
 in the USA

 He is a non-executive director of BBVA México, S.A. Institución de Banca
 Múltiple, Grupo Financiero BBVA México and of Grupo Financiero BBVA México,
 S.A. de C.V.

 He was appointed director and CEO (Consejero Delegado) of BBVA on 20 December
 2018.

 

 

 

 Born in 1960

 Danish national

 Masters in Literature and History from the University of Copenhagen

 Professional background:

1984-1990   Member of the Danish Parliament
 1990-1994   Journalist at Berlingske Tidende in Denmark
 1994-1998   Director of DR Radio News
 1998-2004   Anchor at Deadline, Danish TV DR2
 2004-2009   Minister for the Environment and Minister for Climate and Energy (Denmark)
 2005-2007   Minister for Nordic Cooperation (Denmark)
 2005-2009   Member of the Danish Parliament
 2010-2014   European Commissioner for Climate Action, European Commission
 2015-2016   President of Denmark's Public Service Board
 Other positions:
 2015-2024   Chair of the Board of Trustees at the KR Foundation
 2015-2024   Chair of CONCITO
 Since 2015  Member of the Supervisory Board at the European Climate Foundation
 Since 2015  Chair of the OECD's Round Table on Sustainable Development
 Since 2016  Member of the Sustainability Council at Volkswagen
 Since 2016  Independent director at Danfoss A/S
 2016-2022   Member of the Supervisory Council at Nordex SE
 Since 2017  Chair of the Board at Aarhus University
 Since 2019  Chair of the European Commission's Mission Adaptation to Climate Change,
       including Social Change
 2020-2023   Non-executive director at Cadeler A/S
 Since 2021  Member of the Climate and Environment Advisory Council at the European
       Investment Bank (EIB)
 Since 2022  Advisor to the Board of Directors of Gazelle Wind Power Limited

 

 She was appointed director of BBVA on 18 March 2022.

 

She was appointed director of BBVA on 18 March 2022.

 

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