REG - Banco Bil.Viz.Argent - 2026 AGM Notice and Proposed Resolutions

Banco Bilbao Vizcaya Argentaria SAAnnouncement

13/02/2026 15:45

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RNS Number : 0115T  Banco Bilbao Vizcaya Argentaria SA  13 February 2026

 

 

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 20 March 2026, 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, 13 February 2026

 

 

 

 

 

ANNUAL GENERAL SHAREHOLDERS' MEETING

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

BILBAO, MARCH 20, 2026

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 9, 2026,
agreed to call the Company's Annual General Shareholders' Meeting, which will
be held in Bilbao, at Palacio Euskalduna, 4 Avenida Abandoibarra, on March 19,
2026, at 12:00 pm, on first call, and on March 20, 2026, 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 2025.

 

1.2.    Approval of the non-financial information report of the Banco
Bilbao Vizcaya Argentaria Group for the financial year ended 31 December 2025.

 

1.3.    Approval of the allocation of results for the 2025 financial year.

 

1.4.    Approval of the corporate management during the 2025 financial
year.

 

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

 

2.1.    Re-election of Sonia Lilia Dulá.

 

2.2.    Re-election of Raúl Catarino Galamba de Oliveira.

 

2.3.    Re-election of Ana Leonor Revenga Shanklin.

 

2.4.    Re-election of Carlos Vicente Salazar Lomelín.

 

2.5.    Appointment of Jorge Montalbo Todolí.

 

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.- Authorisation to the Board of Directors, with express powers of
sub-delegation, to issue contingently convertible securities into BBVA shares
and that can qualify as capital instruments (CoCos), for a period of five
years, up to a maximum amount of EIGHT BILLION EUROS (EUR 8,000,000,000),
authorising in turn the power to exclude pre-emptive subscription rights in
such securities issues, as well as the power to increase the share capital by
the necessary amount, if applicable, and to amend the corresponding article of
the Bylaws.

 

FOUR.- 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.

 

FIVE.- 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, authorising the Board of Directors to implement the share capital
reduction, totally or partially, on one or more occasions, including the
possibility of abstaining from executing it.

 

SIX.- Approval of the Remuneration Policy for Directors of Banco Bilbao
Vizcaya Argentaria, S.A., and the maximum number of shares to be delivered, as
the case may be, as a result of its implementation.

 

SEVEN.- 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.

 

EIGHT.- Re-election of Ernst & Young, S.L. as the auditors of accounts for
Banco Bilbao Vizcaya Argentaria, S.A. and its consolidated Group for the
financial year 2026.

 

NINE.- 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 Shareholders' Meeting.

TEN.- Consultative vote on the Annual Report on the Remuneration of Directors
of Banco Bilbao Vizcaya Argentaria, S.A. for the financial year 2025.

 

*  *  *  *  *  *

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

15, 2026, 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 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
(http://www.bbva.com/) ), under section "2026 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 6, 2026, 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 19, 2026 at 11:00 am, taking into account 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 "2026
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 "2026 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/or delegation rights by electronic
means, prior to the General Meeting, from February 20, 2026 until 12:00 pm on
the day before the General Shareholders' Meeting is held on first call, i.e.
12:00 pm on March 18, 2026, 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 "2026 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 "2026 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 "2026 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 "2026 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 2025 financial year, which include the non-financial
information report of BBVA's 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 2025
financial year; the curriculum vitae, category (status) and mandatory
proposals and reports on the re-election and appointment of directors proposed
under agenda item Two; the Board of Directors' reports on the proposals
submitted under agenda items Three, Five and Seven; the Remuneration Policy
for Directors of BBVA under item Six, together with the the corresponding
report from the Remuneration Committee; and the Annual Report on BBVA
Directors' Remuneration for the 2025 financial year. Likewise, the full text
of the Board of Directors' Regulations is made available to shareholders
(including the amendments approved since the last General Meeting which will
be reported to the shareholders at the General Meeting), as well as the
remaining legal documentation related to the General Meeting.

In addition, shareholders 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 "2026
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 "2026 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/) ).

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 "2026 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 "2026 Annual 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

BBVA will process the personal data of shareholders and, where applicable,
their representatives, in connection with their participation in the General
Meeting 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 General 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 could 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 "2026 Annual General Meeting/Remote Attendance" section of the Company's
corporate website ( (http://www.bbva.com/) www.bbva.com (http://www.bbva.com/)
).

In this case, the Company 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 20, 2026
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 13, 2026, 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 20, 2026

 

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:

 

●       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.

 

●       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.

PROPOSED RESOLUTIONS UNDER AGENDA ITEM TWO OF THE ANNUAL GENERAL SHAREHOLDERS'
MEETING OF BANCO BILBAO VIZCAYA ARGENTARIA, S.A. TO BE HELD ON MARCH 20, 2026

 

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 mandated period of three
years, is submitted to the General Meeting, at the proposal of the
Appointments and Corporate Governance Committee.

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

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

The proposed 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 proposed 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, it is proposed that the General Meeting:

2.1.      Re-elect Sonia Lilia Dulá (#bookmark=kix.67b7gaam2v5p) , 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
(#bookmark=kix.8r3xfewbzoth) , 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
(#bookmark=kix.nbtvx7e3a38b) , 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
(#bookmark=kix.wrzts4tyoof5) , 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 (#bookmark=kix.vkpzzx58jqpa) ,
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 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 20, 2026

 

 

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.

 

PROPOSED RESOLUTIONS UNDER AGENDA ITEM FOUR OF THE ANNUAL GENERAL
SHAREHOLDERS' MEETING OF BANCO BILBAO VIZCAYA ARGENTARIA, S.A. TO BE HELD ON
MARCH 20, 2026

 

 

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.

PROPOSED RESOLUTIONS UNDER AGENDA ITEM FIVE OF THE ANNUAL GENERAL
SHAREHOLDERS' MEETING OF BANCO BILBAO VIZCAYA ARGENTARIA, S.A. TO BE HELD ON
MARCH 20, 2026

 

 

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.

 

PROPOSED RESOLUTIONS UNDER AGENDA ITEM SIX OF THE ANNUAL GENERAL SHAREHOLDERS'
MEETING OF BANCO BILBAO VIZCAYA ARGENTARIA, S.A. TO BE HELD ON MARCH 20, 2026

 

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.

 

PROPOSED RESOLUTIONS UNDER AGENDA ITEM SEVEN OF THE ANNUAL GENERAL
SHAREHOLDERS' MEETING OF BANCO BILBAO VIZCAYA ARGENTARIA, S.A. TO BE HELD ON
MARCH 20, 2026

 

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.

 

PROPOSED RESOLUTIONS UNDER AGENDA ITEM EIGHT OF THE ANNUAL GENERAL
SHAREHOLDERS' MEETING OF BANCO BILBAO VIZCAYA ARGENTARIA, S.A. TO BE HELD ON
MARCH 20, 2026

 

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.

 

PROPOSED RESOLUTIONS UNDER AGENDA ITEM NINE OF THE ANNUAL GENERAL
SHAREHOLDERS' MEETING OF BANCO BILBAO VIZCAYA ARGENTARIA, S.A. TO BE HELD ON
MARCH 20, 2026

 

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.

 

 

 

PROPOSED RESOLUTIONS UNDER AGENDA ITEM TEN OF THE ANNUAL GENERAL SHAREHOLDERS'
MEETING OF BANCO BILBAO VIZCAYA ARGENTARIA, S.A. TO BE HELD ON MARCH 20, 2026

 

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.

 

 

Appointed director of BBVA on 17 March 2023.

Born in 1961. US and Mexican nationality.

Educational background

一     B.A. in Economics, magna cum laude, Harvard University, USA.

一     MBA in Finance from Stanford Graduate School of Business, USA.

Professional background

 1982-1984   Analyst at Petróleos Mexicanos (Pemex).
             Goldman Sachs Group

             Executive Director of Investment Banking.

 1986-1992
 1992-1995   Vice President of Equity Capital Markets of Latin America.
 1996-1999   CEO of Telemundo Studios Mexico.
 1999-2000   Co-founder and CEO of Internet Group of Brazil.
 2000-2001   Co-founder and CEO of Obsidiana.
 2002-2006   CEO of Grupo Latino de Radio.
             Bank of America Merrill Lynch

             Head of Corporate & Investment Banking for Latin America

 2007-2010
 2010-2013   Head of Wealth Management for Latin America.
 2013-2018   Vice Chair Latin America.

Other positions

 Since 2019  Independent director at Acciona, S.A.
 Since 2020  Independent director at Huntsman Corporation.
 Since 2021  Proprietary director at Corporación Acciona Energías Renovables, S.A.

She is also a lifetime member of the Council on Foreign Relations. She has sat
on the boards of directors of Bestinver (non-executive Chair), Grupo Prisa,
Millicom, Hemisphere Media, Council of the Americas, Women's World Banking,
and The Adrienne Arsht Center for the Performing Arts. She has also been a
member of the international advisory board of Banco Itaú (Brazil), of the
Young Presidents Organization (YPO) and of the Bank of America Global
Diversity and Inclusion Council.

 

 

Appointed director of BBVA on 13 March 2020 and Lead Director on 28 April
2022.

Born in 1964. Portuguese nationality.

Educational background

一     Graduate of Mechanical Engineering from IST (School of Engineering
and Technology), Portugal.

一     Master of Science (MS) in Mechanical Engineering-Systems from IST,
Portugal.

一     Master's degree (MBA) from Nova School of Business and Economics,
Portugal.

Professional background

 1987-1990    Lecturer and researcher in Control Systems at the IST of the Technical
              University of Lisbon (Portugal).

              Lecturer and researcher in Computer Science at the Portuguese Catholic
              University in Lisbon (Portugal).
 1990-2017    McKinsey & Company

 Since 1995   Partner - European Financial Services practice.

 Since 2000   Head of Financial Services global practice.
 2001-2017    Member of the Partner Election and Evaluation Committees.
 2005-2011    Managing Partner for Spain and Portugal.
 2005-2011    Member of the Global Shareholders' Council.
 2005-2013    Member of the Remuneration Committee.
 2006-2011    Chair of the Global Learning Board.
 2013-2016    Managing Partner of the Global Risks practice.
 2014 -2017   Chair of the Editorial Board of "McKinsey on Risk".

Other positions

 2017-2025   Non-executive member of the Board of Directors of José de Mello Saúde.
 Since 2019  Non-executive member of the Board of Directors of José de Mello Capital.
 Since 2020  Independent Chair of the Board of Directors CTT - Correios de Portugal.

 

 

 

 

 

Appointed director of BBVA on 13 March 2020.

Born in 1963. Spanish nationality.

Educational background

一   B.A. in Economics and Mathematics, magna cum laude, Wellesley College,
USA.

一   M.A. and Ph.D. in Economics from Harvard University, USA.

一   Human Rights certification,  Faculty of Law, University of Geneva,
Switzerland.

Professional background

 1986-1990  Researcher on the Labour Studies Programme at the National Bureau of Economic
            Research, USA.
 1992-1994  Economist, Office of Monetary and Financial Studies, at the Bank of Spain.
 1993-1994  Professor of International Economics at the Centre for Monetary and Financial
            Studies (CEMFI), Spain.
 1994-2014  World Bank

            Technical and management positions, held in East Asia and Pacific, Europe and
            Central Asia, Latin America and the Caribbean region. Until June 2014, she was
            Director of Human Development in Europe and Central Asia (as well as Acting
            Vice President for Poverty Reduction and Economic Management).
 2014-2016  Senior Director, Global Poverty & Equity.
 2016-2017  Deputy Chief Economist.

Other positions

 2017-2020   Associate Researcher at the German Development Institute, Bonn, Germany.
 2018-2023   Non-resident Senior Fellow at The Brookings Institution, USA.
 2018-2025   Chair of the Board of Trustees of the ISEAK Foundation.
 2019-2021   Associate Professor at the Walsh School of Foreign Service, Georgetown
             University, USA.
 Since 2019  Member of the Board of Trustees of the BBVA Microfinance Foundation (Madrid,
             Spain).
 Since 2019  Member of the Advisory Council of ESADE EcPol - Center for Economic Policy and
             Political Economy (Madrid, Spain).

 

 

 

 

 

Appointed director of BBVA on 13 March 2020.

Born in 1951. Mexican nationality.

Educational background

一   Bachelor of Economics at the Monterrey Institute of Technology and
Higher Education.

一   Postgraduate studies in Business Administration at the Monterrey
Institute of Technology and Higher Education.

Professional background

 1973-2019  Grupo Fomento Económico Mexicano S.A.B. de C.V. (Femsa)

            General Manager of Cervecería Cuauhtémoc-Moctezuma.

            Manager of Coca Cola Femsa.

            General Manager of Femsa.

 

Other positions

 Since 2005  Non-executive director of companies of the BBVA Group in Mexico.
 Since 2018  Independent director at Sukarne, S.A. de C.V.
 Since 2019  Independent director at Alsea, S.A.B. de C.V.
 Since 2022  Independent director at CYDSA Corporativo, S.A. de C.V.

 

 

Mr. Salazar participates in various educational institutions and social and
business organisations and forums. Of particular note is his experience as
professor of economics for more than 40 years at the Monterrey Institute of
Technology and Higher Education, where he is Chair of the Business Schools. He
has also been Chair of Mexico's Business Coordinating Council (Consejo
Coordinador Empresarial de México) from 2019 to 2022.

 

 

 

 

Born in 1965. Spanish nationality.

Educational background

一     Degree in Economic and Business Sciences, University of Barcelona.

一     Insurance Actuary, University of Barcelona.

一     Management Development Program, Arthur Andersen University, St.
Charles (Illinois- USA).

一     Leadership and Development Program, IMD Business School.

 

Professional background

 1990-2022   Deloitte

 1990-2004   Audit Financial Entities.

 2004-2022   Partner, Audit & Assurance - Head of Insurance, Spain.

 2014-2022   Partner, Audit & Assurance for Financial Services in Catalonia, Aragon and

           Balearic.
 2014-2021

           Member of Deloitte's Partners Council.
 2018-2022

             Partner, Co-Leader Insurance sector for EMEA.

Other positions

 Since 2022  Independent director of Medvida Partners, S.A. de Seguros y Reaseguros.
 Since 2022  Member of the Board of Trustees of Estimia Foundation (NGO).
 2023-2024   Professor in the Master of Insurance, University of Barcelona.

 
Member of the Official Register of Account Auditors and of the College of Actuaries of Catalonia.

 

 

 

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