REG - Banco Bil.Viz.Argent - General Meeting Agreements <Origin Href="QuoteRef">BBVA.MC</Origin> - Part 2

Banco Bilbao Vizcaya Argentaria SAAnnouncement

11/03/2016 14:55

- Part 2: For the preceding part double click  ID:nRSK8871Ra 

effectiveness of the present resolution. 
 
RESOLUTIONS UNDER AGENDA ITEM FOUR 
 
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 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. 
 
RESOLUTIONS UNDER AGENDA ITEM FIVE 
 
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. 
 
RESOLUTIONS UNDER AGENDA ITEM SIX 
 
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. 
 
RESOLUTIONS UNDER AGENDA ITEM SEVEN 
 
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. 
 
This information is provided by RNS
The company news service from the London Stock Exchange