REG - Banco Bil.Viz.Argent - AGENDA ANNUAL GENERAL MEETING OF SHAREHOLDERS <Origin Href="QuoteRef">BBVA.MC</Origin> - Part 2
05/02/2016 08:53
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for listing on the foreign securities exchanges where
BBVA's shares are traded at the time of issue (currently London and Mexico,
and via ADS's (American Depository Shares) on the securities markets of New
York and also on the Lima Stock Exchange, due to the interchange agreement
between both markets). These arrangements also apply to the new shares issued
as a consequence of the capital increase and BBVA expressly agrees to be bound
by present and future rules of these markets, especially regarding contracts,
listing and delisting for the official trading system.
For legal purposes it is hereby expressly stated that should a request be made
subsequently to delist BBVA's shares, the Bank will comply with all the
formalities required by applicable legislation. It will also guarantee the
interests of shareholders who oppose or who do not vote for delisting, thereby
satisfying the requirements of the Corporate Enterprises Act, of the
Securities Exchange Act and of other applicable regulations.
9. Execution of the resolution and conferral of authority.- It is
resolved to confer authority on the Board of Directors, pursuant to article
297.1.a) of the Corporate Enterprises Act and article 30.c) of the Company
Bylaws, empowering it to delegate this authority on the Executive Committee
with express powers to delegate it in turn; on the Group Executive Chairman;
on the Chief Executive Officer; on any other Company director; and empower any
proxy of the Company, to set the date on which the resolution to increase
capital will be carried out, which will be determined by observing the
provisions of this resolution, within one (1) year from the date of this
resolution, and to determine the new wording applicable to the Company Bylaws
regarding the total amount of share capital and the number of shares
comprising it.
Pursuant to article 30.c) of the Company Bylaws, the Board of Directors may
refrain from executing the present capital increase in view of market
conditions, the circumstances of the Bank itself or a social or economic fact
or event that makes the action unadvisable. In such case it will report on
this to the first General Shareholders' Meeting held following the end of the
period established for execution.
Likewise, it is resolved to confer authority on the Board of Directors, also
pursuant to article 297.1.a) of the Corporate Enterprises Act, and also
empowering it to delegate the authority on the Executive Committee, with
express faculties to delegate it in turn; on the Group Executive Chairman; on
the Chief Executive Officer; on any other Company director; and empower any
proxy of the Company, to establish the conditions of the capital increase
insofar as these are not covered in the foregoing articles and, in particular,
on the following list which does not constitute a limitation or restriction of
any kind:
(i) To determine the final amount of the capital increase, the number
of new shares, the market reference value (up to a maximum of E700,000,000)
and the number of rights of free allocation necessary to receive one new
share, all in accordance with the provisions established in previous
articles.
(ii) To determine the specific voluntary reserve accounts or sub
accounts against which the capital increase will be charged.
(iii) To establish the period for trading the rights of free allocation
in accordance with article 503 of the Corporate Enterprises Act.
(iv) To determine the period in which BBVA's commitment to acquire rights
of free allocation will remain in force and would be exercised by the
shareholders in the terms indicated above, which shall take place within the
period determined for trading the rights of free allocation.
(v) To decline the number of rights of free allocation needed to
reconcile the allocation ratio for the new shares, to decline the rights of
free allocation that are acquired under the purchase commitment and to decline
any rights of free allocation as might be necessary or appropriate.
(vi) To declare the capital increase finalised and closed at the end of
the above period for trading the rights of free allocation, declaring, when
applicable, that subscription was incomplete and signing whatever public and
private documents might be needed for the total or partial execution of the
capital increase.
(vii) To draw up, sign and present the necessary or appropriate documents
for the issue and listing of the new shares and the rights of free allocation
with the CNMV (securities exchange authority) or with any other competent
Spanish or international authority or organisation, assuming responsibility
for the content and to draw up, sign and present any additional information,
supplements or complementary documentation as needed or required, being also
authorised to request their verification and registration.
(viii) To carry out any action, declaration or negotiation with the CNMV
(securities exchange authority),with the Bank of Spain, with the European
Central Bank, with the governing bodies of the securities exchanges, with
Sociedad de Bolsas, S.A., IBERCLEAR, and with any other organisation, entity
or register, whether public or private, Spanish or international, to obtain
(if necessary or advisable) the authorisation, verification and execution of
the issue, as well as the listing of the new shares.
(ix) To draw up and publish any announcements that may be necessary or
advisable.
(x) To draw up, sign, execute and, if necessary, certify any type of
document related to the capital increase, including without limit any public
and private documents required.
(xi) To draw up, sign and present the documentation needed or required,
as well as to complete the acts or formalities needed or convenient so that
the new shares associated with the capital increase can be entered in the
registers of IBERCLEAR and its participating entities and listed on the
securities exchanges in Madrid, Barcelona, Bilbao and Valencia via the Spanish
SIBE electronic trading platform and on foreign securities exchanges that list
BBVA's shares at the time of issue.
(xii) And to take whatever action might be necessary or appropriate to
execute and register the capital increase before whatever entities and
organisations, whether public or private, Spanish or foreign, including
clarifications, supplements and amendment of defects or omissions that might
impede or hinder the full effectiveness of the present resolution.
3.4 Increase the share capital by issuance of new ordinary shares, each
with a nominal value of E0.49, without issue premium and of the same class and
series as the shares currently outstanding, to be charged to voluntary
reserves. Possibility of undersubscription. Commitment to purchase
shareholder's free allocation rights at a guaranteed fixed price. Request for
listing. Conferral of powers upon the Board of Directors.
1. Increase of share capital to be chargedto reserves.- It is resolved to
increase the share capital of Banco Bilbao Vizcaya Argentaria S.A. ("BBVA",
the "Company" or the "Bank"), to be charged to voluntary reserves by an amount
calculated by multiplying (a) the number of new shares to be issued as
determined by the formula below, by (b) E0.49 (the nominal value of an
ordinary BBVA share). The capital increase will be achieved by issuing new
ordinary shares of the Company of the same class and series and with the same
rights as those currently outstanding, each with a nominal value of E0.49,
represented by book-entries, for free allocation to the Bank's shareholders.
The possibility of incomplete subscription of the capital increase is
expressly provided for as required by article 311 of the Corporate Enterprises
Act. If the issue is undersubscribed, the share capital increase will be for
the amount actually subscribed.
The number of new ordinary shares to be issued will be the outcome of the
following formula, rounding down to the next whole number:
NOS / NAR
Where:
NOS (number of old shares) is the total number of BBVA shares, in which the
share capital is divided on the date of the resolution to implement the
capital increase; and
NAR (number of allocation rights) is the number of rights of free allocation
necessary to be assigned one new share. This will be determined by the
following formula, rounding up to the next whole number:
NAR = RP x NOS / RMV
Where:
RP (reference price) is the reference trading price of BBVA's shares for the
purpose of the present capital increase. This will be the arithmetic mean of
the average weighted price of BBVA shares traded on the Spanish SIBE
electronic trading platform over five (5) trading days prior to the date of
the resolution to implement the capital increase, rounded off to the nearest
one-thousandth of a euro. In the event of a half of one-thousandth of a euro,
this will be rounded up to the nearest one-thousandth. In no event can the RP
be less than the nominal value of the Company's shares. Therefore, if the
result of the calculation is less than E0.49, the RP will be E0.49.
RMV is the maximum reference market value of the capital increase, which
cannot exceed E700,000,000.
2. Reference balance sheet.- According to article 303 of the Corporate
Enterprises Act, the balance sheet to be used as the basis of the transaction
is that of 31st December 2015, duly approved by the Bank's auditor and by this
General Shareholders' Meeting under agenda item one.
3. Reserves used.- The capital increase will be wholly charged against
voluntary reserves, which at 31st December 2015 stood at E6,970,821,339.21.
4. Right of free allocation.- Every share will convey one right of free
allocation.
A certain number of rights (NDA) will be necessary to receive one new share.
In order to ensure that all free allocation rights can be effectively
exercised and the number of new shares is a whole number, BBVA or a Group
subsidiary will waive the corresponding number of its free allocation rights
to which they would have been entitled.
5. Assignment and transferability of rights of free allocation.- The
rights of free allocation will be assigned to whoever is accredited in
accordance with the applicable rules, at the end of the day of the publication
of the capital increase announcement in the Official Gazette of the Companies
Registry (BORME).
The free allocation rights will be transferrable under the same conditions as
the shares from which they derive and may be traded on the market during the
period determined in accordance with article 503 of the Corporate Enterprises
Act.
At the end of the trading period for the free allocation rights, new shares
that cannot be assigned will be held in deposit and made available to whoever
can evidence its lawful ownership. After three years, any new shares that are
still pending allocation can be sold in accordance with article 117 of the
Corporate Enterprises Act, acting without liability on behalf of the
interested parties. The net amount of such sale shall be held available to the
parties concerned in the manner established by applicable legislation.
6. Commitment to purchase the rights of free allocation.- BBVA will
undertake to purchase the rights of free allocation, complying strictly with
any legal limitations, exclusively to whoever has been originally assigned
such rights of free allocation and only in connection with the rights which
have been initially allocated to them at such time; accordingly, this option
will not be available in respect of any rights of free allocation acquired
through a market purchase.
The price at which BBVA will undertake to acquire each right of free
allocation will be calculated by the following formula (rounding off to the
closest one-thousandth of a euro and, in the event of a half of a thousandth
of a euro, by rounding up to the next whole thousandth):
RP / (NAR + 1)
BBVA's commitment to acquire rights of free allocation at the price resulting
from the aforementioned formula will remain in force and can be exercised by
whoever is entitled to do so during a period to be determined, within the
trading period for such rights.
For this purpose it is agreed to authorise the Bank to acquire such rights of
free allocation up to a maximum of the total rights issued, always complying
with the legal applicable limits.
7. Form and rights of the new shares.- The new shares will be represented
by book entries, and the books will be managed by Sociedad de Gestión de los
Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U.
(IBERCLEAR), which performs such function along with its participating
entities. The new shares will confer on their holders the same rights as the
rest of BBVA's ordinary shares.
8. Listing.- It is resolved to apply for listing of the new shares on the
securities exchanges in Madrid, Barcelona, Bilbao and Valencia via the Spanish
SIBE electronic trading platform. This also applies to the arrangements and
documents required for listing on the foreign securities exchanges where
BBVA's shares are traded at the time of issue (currently London and Mexico,
and via ADS's (American Depository Shares) on the securities markets of New
York and also on the Lima Stock Exchange, due to the interchange agreement
between both markets). These arrangements also apply to the new shares issued
as a consequence of the capital increase and BBVA expressly agrees to be bound
by present and future rules of these markets, especially regarding contracts,
listing and delisting for the official trading system.
For legal purposes it is hereby expressly stated that should a request be made
subsequently to delist BBVA's shares, the Bank will comply with all the
formalities required by applicable legislation. It will also guarantee the
interests of shareholders who oppose or who do not vote for delisting, thereby
satisfying the requirements of the Corporate Enterprises Act, of the
Securities Exchange Act and of other applicable regulations.
9. Execution of the resolution and conferral of authority.- It is
resolved to confer authority on the Board of Directors, pursuant to article
297.1.a) of the Corporate Enterprises Act and article 30.c) of the Company
Bylaws, empowering it to delegate this authority on the Executive Committee
with express powers to delegate it in turn; on the Group Executive Chairman;
on the Chief Executive Officer; on any other Company director; and empower any
proxy of the Company, to set the date on which the resolution to increase
capital will be carried out, which will be determined by observing the
provisions of this resolution, within one (1) year from the date of this
resolution, and to determine the new wording applicable to the Company Bylaws
regarding the total amount of share capital and the number of shares
comprising it.
Pursuant to article 30.c) of the Company Bylaws, the Board of Directors may
refrain from executing the present capital increase in view of market
conditions, the circumstances of the Bank itself or a social or economic fact
or event that makes the action unadvisable. In such case it will report on
this to the first General Shareholders' Meeting held following the end of the
period established for execution.
Likewise, it is resolved to confer authority on the Board of Directors, also
pursuant to article 297.1.a) of the Corporate Enterprises Act, and also
empowering it to delegate the authority on the Executive Committee, with
express faculties to delegate it in turn; on the Group Executive Chairman; on
the Chief Executive Officer; on any other Company director; and empower any
proxy of the Company, to establish the conditions of the capital increase
insofar as these are not covered in the foregoing articles and, in particular,
on the following list which does not constitute a limitation or restriction of
any kind:
(i) To determine the final amount of the capital increase, the number
of new shares, the market reference value (up to a maximum of E700,000,000)
and the number of rights of free allocation necessary to receive one new
share, all in accordance with the provisions established in previous
articles.
(ii) To determine the specific voluntary reserve accounts or sub
accounts against which the capital increase will be charged.
(iii) To establish the period for trading the rights of free allocation
in accordance with article 503 of the Corporate Enterprises Act.
(iv) To determine the period in which BBVA's commitment to acquire rights
of free allocation will remain in force and would be exercised by the
shareholders in the terms indicated above, which shall take place within the
period determined for trading the rights of free allocation.
(v) To decline the number of rights of free allocation needed to
reconcile the allocation ratio for the new shares, to decline the rights of
free allocation that are acquired under the purchase commitment and to decline
any rights of free allocation as might be necessary or appropriate.
(vi) To declare the capital increase finalised and closed at the end of
the above period for trading the rights of free allocation, declaring, when
applicable, that subscription was incomplete and signing whatever public and
private documents might be needed for the total or partial execution of the
capital increase.
(vii) To draw up, sign and present the necessary or appropriate documents
for the issue and listing of the new shares and the rights of free allocation
with the CNMV (securities exchange authority) or with any other competent
Spanish or international authority or organisation, assuming responsibility
for the content and to draw up, sign and present any additional information,
supplements or complementary documentation as needed or required, being also
authorised to request their verification and registration.
(viii) To carry out any action, declaration or negotiation with the CNMV
(securities exchange authority),with the Bank of Spain, with the European
Central Bank, with the governing bodies of the securities exchanges, with
Sociedad de Bolsas, S.A., IBERCLEAR, and with any other organisation, entity
or register, whether public or private, Spanish or international, to obtain
(if necessary or advisable) the authorisation, verification and execution of
the issue, as well as the listing of the new shares.
(ix) To draw up and publish any announcements that may be necessary or
advisable.
(x) To draw up, sign, execute and, if necessary, certify any type of
document related to the capital increase, including without limit any public
and private documents required.
(xi) To draw up, sign and present the documentation needed or required,
as well as to complete the acts or formalities needed or convenient so that
the new shares associated with the capital increase can be entered in the
registers of IBERCLEAR and its participating entities and listed on the
securities exchanges in Madrid, Barcelona, Bilbao and Valencia via the Spanish
SIBE electronic trading platform and on foreign securities exchanges that list
BBVA's shares at the time of issue.
(xii) And to take whatever action might be necessary or appropriate to
execute and register the capital increase before whatever entities and
organisations, whether public or private, Spanish or foreign, including
clarifications, supplements and amendment of defects or omissions that might
impede or hinder the full effectiveness of the present resolution.
PROPOSED RESOLUTIONS UNDER AGENDA ITEM FOUR FOR THE ANNUAL GENERAL MEETING OF
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. SHAREHOLDERS, TO BE HELD 11TH MARCH
2016.
1. To extend for an additional five-year period from the date of holding of
this Annual General Meeting the term established for the remuneration system
for non-executive directors of Banco Bilbao Vizcaya Argentaria S.A.
(hereinafter "BBVA"), based on the deferred distribution of BBVA shares, which
was approved through a resolution of the Annual General Meeting held on March
18, 2006 under item Eight of its agenda, and extended by an additional five
years through a resolution of the Annual General Meeting held on March 11,
2011 under item Eight of its agenda (hereinafter the "System of Variable
Remuneration with deferred delivery of shares" or the "System"), and increase
the maximum number of shares to be distributed as set out in those
resolutions, maintaining in all the other terms and conditions established in
said resolution. All in accordance with article 33 bis of the BBVA Bylaws and
the Policy on the remuneration of BBVA directors, as follows:
(a) Description: The remuneration system with deferred distribution of
shares consists in the annual allocation to non-executive Bank directors, as
part of their remuneration, of a number of "theoretical shares" of BBVA, which
are to be effectively handed over, as the case may be, on the date on which
they cease to be directors for any reason other than a serious breach of their
duties.
For these purposes, a number of "theoretical shares" will be allotted to
non-executive directors who are determined to be eligible as System
beneficiaries by the Bank's Board of Directors, for a value equivalent to 20%
of the total remuneration received in the previous year according to the
average closing prices of BBVA shares during the sixty (60) trading sessions
prior to the dates of the respective Ordinary General Meetings of Shareholders
approving the financial statements corresponding to the years covered by the
System.
(b) Beneficiaries: The remuneration System with deferred distribution of
shares is designed for non-executive directors of BBVA serving in such a
capacity at any given time and who are appointed as beneficiaries by the Board
of Directors.
(c) Duration: The duration of the System established initially in the
resolution of the Annual General Meeting held on March 18, 2006 as five years
and extended through a resolution of the Annual General Meeting held on March
11, 2011 for an additional five years, is extended for an additional five-year
period from the date of holding of this Annual General Meeting,
notwithstanding the partial settlements made under the terms and conditions
set out in the preceding section a), and the fact that the remuneration System
with deferred distribution of shares may be extended again through a
resolution of the Annual General Meeting.
(d) Number of shares: The number of shares established for the System by a
resolution of the Annual General Meetings held on March 18, 2006 and March 11,
2011 (1,000,000 shares) is increased by an additional 600,000 ordinary BBVA
shares, representing 0.01% of the share capital on the date of this
resolution. Therefore, the total number of shares allotted to the System since
its implementation in 2006 will be 1,600,000, representing 0.03% of the Bank's
share capital on the date of this resolution.
(e) Coverage: The Company may use shares comprising its treasury stock to
cover the System, or may use another suitable financial system that the
Company may determine.
2.- To empower the Company's Board of Directors such that, pursuant to with
article 249 of the Corporate Enterprises Act, it may replace the powers that
have been delegated to it by the Annual General Meeting in relation to the
previous resolutions in favor of the Executive Committee, with express powers
to replace the Executive Chairman of the Board of Directors, the CEO or any
other director or proxy of the Company and to develop, formalize and dispose
for the execution and settlement of the Remuneration System with deferred
delivery of shares, adopting any resolutions that may be necessary for this,
and in particular, but in no way limited to the following:
(a) Appointing the beneficiaries of the remuneration System with deferred
distribution of shares at any given time and determining the number of
"theoretical shares" allotted to each one under the terms of this resolution.
(b) Developing and setting the specific conditions of the System in those
aspects not provided for in this resolution.
(c) Authorizing to execute counterparty and liquidity contracts with the
financial institutions it freely designates, under the terms and conditions it
deems suitable.
(d) Adapting the System's content to the corporate circumstances or
transactions that may arise during its validity should an event occur that in
its opinion significantly affects the goals and basic conditions established
initially.
PROPOSED RESOLUTIONS UNDER AGENDA ITEM FIVE FOR THE ANNUAL GENERAL MEETING OF
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. SHAREHOLDERS, TO BE HELD 11TH MARCH
2016.
To re-elect Deloitte, S.L., with registered address in Madrid, at Plaza Pablo
Ruiz Picasso, nº 1 - Torre Picasso and company tax code B-79104469, filed
under number S-0692 in the Spanish Official Registry of Account Auditors, and
registered in the Madrid Business Registry under volume 13650, folio 188,
section 8, sheet M-54414, as auditors for the accounts of Banco Bilbao Vizcaya
Argentaria, S.A. and the Banco Bilbao Vizcaya Argentaria Group for 2016.
PROPOSED RESOLUTIONS UNDER AGENDA ITEM SIX FOR THE ANNUAL GENERAL MEETING OF
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. SHAREHOLDERS, TO BE HELD 11TH MARCH
2016.
To confer authority on the Board of Directors, with express powers to pass on
this authority to the Executive Committee or to the director(s) it deems
pertinent as well as to any other person whom the Board expressly empowers for
the purpose, with 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 announcements required by law; and
to engage in such arrangements as may be necessary to obtain the due
authorizations or filings from the Bank of Spain, the European Central Bank,
the Ministries of the Economy & Competitiveness and of Finance & Public
Administrations, the CNMV (Spain´s National Securities Market Commission), the
entity tasked with the recording of book entries, the Business Registry, or
any public or private body, whether Spanish or non-Spanish.
Moreover, to confer authority on the Executive Chairman, Mr. Francisco
González Rodríguez; the CEO, Mr. Carlos Torres Vila; and the Company Secretary
and Secretary of the Board, Mr. Domingo Armengol Calvo, so that any of them
may severally engage in such acts as may be appropriate to implement the
resolutions adopted by this General Meeting, in order to file them with the
Business 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 further
General Meeting resolution, and to make the mandatory deposit of the
individual and consolidated annual financial statements in the Companies
Registry.
PROPOSED RESOLUTIONS UNDER AGENDA ITEM SEVEN FOR THE ANNUAL GENERAL MEETING OF
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. SHAREHOLDERS, TO BE HELD 11TH MARCH
2016.
To approve, on a consultative basis, the Annual Report on the Remuneration of
Banco Bilbao Vizcaya Argentaria, S.A. Directors, which has been made available
to shareholders together with the rest of the documents relating to this
General Meeting as of the date on which the Meeting was called.
Mr. FRANCISCO GONZÁLEZ RODRÍGUEZ
Born in 1944 in Chantada (Lugo), Spain.Graduated in Economic and Business Sciences from Universidad Complutense in Madrid. Professional Background: Francisco González has been Executive Chairman of BBVA since 2000. Francisco González is a Member of the Board of Directors of the Institute of International Finance (IIF). He is a Member of the European Financial Services Round Table (EFR), the Institut International D'Études Bancaires (IIEB), the International Advisory Panel of the Monetary Authority of
Singapore (MAS), and the International Business Council (IBC) of the World Economic Forum (WEF), among other international fora. He is also Vice-Chairman of the Board of Trustees and a member of the Global Advisory Council of The Conference Board (TCB). He represents BBVA in the International Monetary Conference (IMC). He is Chairman of the BBVA Foundation and he is a Member of the Princess of Asturias Foundation Board of Trustees and a Trustee of the Victims of Terrorism Foundation and of the Teatro Real
of Madrid Foundation, where he is also Vice Chairman of its Board of Benefactors. He represents BBVA in the Business Council for Competitiveness, where he is also a member of its Executive Commission, and in the Board of Trustees of the Pro CNIC Foundation, the Princess of Girona Foundation, the Elcano Royal Institute of International and Strategic Studies Foundation, and the Foundation for Help Against Drug Addiction (FAD). Besides this, he represents the BBVA Foundation in the Board of Trustees of the
Spanish National Cancer Research Foundation (CNIO) and the Vall d'Hebron Institute of Oncology (VHIO). He is also member of the Honorary Board of Trustees of the Financial Study Foundation (FEF), the Board of Trustees of the Pro Royal Spanish Academy Foundation, the Board of Trustees of the Carolina Foundation, the Board of Trustees of the Spanish Seniors for Technical Cooperation Association (SECOT), the Royal Board of Trustees of the Prado National Museum and the Board of Trustees of the Student Residence
Foundation. Prior to the merger between Banco Bilbao Vizcaya and Argentaria, Francisco González was Chairman of Argentaria from 1996 to 1999, where he led the integration, transformation and privatisation of a very diverse group of State-owned banks. Before joining Argentaria, Francisco González founded the Securities Firm, FG Inversiones Bursátiles, which became the first independent brokerage firm in Spain. Francisco González is also a registered Spanish Stock Broker (ranking first amongst the candidates
examined in 1980) and a Trader for the Madrid Stock Exchange. He was a member of the Executive Committee of the Madrid Stock Exchange and the Executive Committee of Bancoval. He began his professional career in 1964 as programmer in an IT company. His ambition to transform 21st-century banking with the support of new technology dates back to this time.
Mr. CARLOS TORRES VILACEO
Born in Salamanca in 1966 BS in Electrical Engineering and BS in Management Science from the Massachusetts Institute of Technology (MIT)MS in Management MIT Sloan School of ManagementGraduated in Law from UNED Professional Background: 1990 - 2002 McKinsey & Company (elected Partner in 1997) 2002 - 2007 Corporate Director of Strategy and Member of the Executive Committee at Endesa 2007 Chief Financial Officer at Endesa 2008 Chairman and CEO at Isofotón 2008 - 2014
Member of the Executive Committee at BBVAHead of Strategy & Corporate Development 2014 - 2015 Member of the Executive Committee at BBVAHead of Digital Banking He was appointed CEO of BBVA on 4th May 2015
Mr. JAMES ANDREW STOTT
Born in Sale, United Kingdom, in 1953.Married. British nationality. Graduate in Economics from the University of Cambridge. Professional Career: 2011 - 2015 Chairman of the Innovation Board, Business Innovation Consulting Group. 2011 - 2015 Catenon S.A.Independent director and member of the Audit Committee. 2011 - 2014 Barclays Bank España. Independent director and Chairman of the Risks and Audit Committee. 1994 - 2010 Partner and General Manager, Oliver Wyman Financial Services. Head of
financial services for Western Europe and member of the Global Management Committee. London (1994-2005); Head of Corporate Development for Asia-Pacific. Singapore (2005-2007); Head of business development. Madrid (2007-2009).Member of the global Advisory Board (2009-2010). 1987 - 1994 Partner at Price Waterhouse UK.Head of Capital Markets and Financial Risk Management. 1977 - 1987 Lloyds Bank International and Lloyds Merchant Bank. In 2009 he founded Hermes Partners, S.L., a consultancy and
investment company, primarily for entrepreneurs and startups.
Born in Sale, United Kingdom, in 1953.
Married.
British nationality.
Graduate in Economics from the University of Cambridge. Professional Career:
2011 - 2015 Chairman of the Innovation Board, Business Innovation
Consulting Group. 2011 - 2015 Catenon S.A.Independent director and member
of the Audit Committee. 2011 - 2014 Barclays Bank España. Independent
director and Chairman of the Risks and Audit Committee. 1994 - 2010 Partner
and General Manager, Oliver Wyman Financial Services. Head of financial
services for Western Europe and member of the Global Management Committee.
London (1994-2005); Head of Corporate Development for Asia-Pacific. Singapore
(2005-2007); Head of business development. Madrid (2007-2009).Member of the
global Advisory Board (2009-2010). 1987 - 1994 Partner at Price Waterhouse
UK.Head of Capital Markets and Financial Risk Management. 1977 - 1987
Lloyds Bank International and Lloyds Merchant Bank. In 2009 he founded Hermes
Partners, S.L., a consultancy and investment company, primarily for
entrepreneurs and startups.
Born inIndia. Married.US & Europeancitizen. BSc Physics, University of Birmingham and MSc Computer Systems,CranfieldInstitute ofTechnology. ProfessionalBackground: 2005 -2011 UBmatrix Incorporated, President &CEO 2004 -2005 Cassatt Corporation, EVP andCMO 2002 -2004 OracleCorporationVP CollaborationSuite 1999 -2001 Tsola Incorporated, Founder &CEO 1996 -1999 E-Stamp Corporation, President &CEO 1994 -1996 OracleCorporationVP Strategy, Marketing &Planning 1992 -1994
MicrosoftCorporationDirector Worldwide BusinessStrategy 1990 -1992 MicrosoftEuropeManager Enterprise BusinessEMEA 1988 -1990 Novell, Manager European SystemsGroup 1986 -1988 EuropeanSpaceAgency,SystemsDesignEngineer 1985 -1986 Honeywell,SoftwareDevelopment&SupportEngineer Currently Mr. Kapoor is an independent advisor to severaltechnology companies:AtlanticBridgeVentures,PandaSecurity,AvniNetworks,Merrill Corporation,PointInside,GlobalLogic,IndustrialKnowledge,andAgnityGlobal.
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The company news service from the London Stock ExchangeRecent news on Banco Bilbao Vizcaya Argentaria SA
See all newsREG - Stock Exch Notice - Admission to ISM - 09/04/2026
AnnouncementREG - Banco Bil.Viz.Argent - Periodic Report on the Buyback Program 06/04/2026
AnnouncementREG - J.P. Morgan SE - Stabilisation Notice
AnnouncementREG - Banco Bil.Viz.Argent - BBVAs share capital reduction
AnnouncementREG - Banco Bil.Viz.Argent - Periodic Report on the Buyback Program 30/03/2026
Announcement