REG - Banco Bil.Viz.Argent - Resolutions adopted by the 2023 AGM

Banco Bilbao Vizcaya Argentaria SAAnnouncement

17/03/2023 15:15

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RNS Number : 4161T  Banco Bilbao Vizcaya Argentaria SA  17 March 2023

 

 

 

 

 

 

 

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

 

 

OTHER RELEVANT INFORMATION

 

 

Attached hereto is the text of the resolutions adopted by the Annual General
Shareholders' Meeting of Banco Bilbao Vizcaya Argentaria, S.A. that has been
held today.

 

 

 

Bilbao, 17 March 2023

RESOLUTIONS OF THE ANNUAL GENERAL SHAREHOLDERS' MEETING OF BANCO BILBAO
VIZCAYA ARGENTARIA, S.A., HELD ON 17 MARCH 2023

_____________________________________________________________________

 

 

RESOLUTIONS UNDER AGENDA ITEM ONE

_____________________________________________________________________

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, 2022.

 

         Authorise the Chairman, Carlos Torres Vila, the General
Secretary and Secretary to the Board of Directors, Domingo Armengol Calvo, and
the Deputy Secretary to the Board of Directors, Amaya María Llovet Díaz,
indistinctly and with powers of substitution, to file the individual and
consolidated annual accounts, management reports and auditors' reports of
Banco Bilbao Vizcaya Argentaria, S.A. and of its Group, as well as to issue
the corresponding certificates pursuant to Article 279 of the Corporate
Enterprises Act and Article 366 of the Commercial Registry Regulations.

 

1.2.   Approve the individual and consolidated non-financial information
report of Banco Bilbao Vizcaya Argentaria, S.A. and that of its Group for the
financial year ending December 31, 2022.

 

         Authorize the Chairman, Carlos Torres Vila, the General
Secretary and Secretary of the Board of Directors, Domingo Armengol Calvo, and
the Deputy Secretary of the Board of Directors, Amaya María Llovet Díaz, so
that any of them, indistinctly and with powers of substitution, may complete,
correct, formalize, publish, interpret, clarify, extend, develop or execute
any of the documents indicated in the preceding paragraph.

 

1.3.   Approve the proposed allocation of profits of Banco Bilbao Vizcaya
Argentaria, S.A. corresponding to 2022 in the amount of EUR 4,815,555,217.56
(four billion, eight hundred and fifteen million, five hundred and fifty-five
thousand, two hundred and seventeen euros and fifty-six cents of euro), as
follows:

 

●     The amount of EUR 2,592,950,122.52 (two billion, five hundred and
ninety-two million, nine hundred and fifty thousand, one hundred and
twenty-two euros and fifty-two cents of euro) to the payment of dividends, of
which:

 

a)    EUR 723,613,987.68 (seven hundred and twenty-three million, six
hundred and thirteen thousand, nine hundred and eighty-seven euros and
sixty-eight cents of euro) has already been paid in full prior to this Annual
General Meeting as an interim dividend on account of the 2022 dividend, in
accordance with the resolution adopted by the Board of Directors at its
meeting held on 28 September 2022; and

 

b)    the remaining EUR 1,869,336,134.84 (one billion, eight hundred and
sixty-nine million, three hundred and thirty-six thousand, one hundred and
thirty-four euros and eighty-four cents of euro) will be allocated to the
payment of the final dividend for the year 2022 in a gross amount of EUR 0.31
(thirty-one cents of euro) per outstanding share of the Bank with the right to
participate in said distribution. Payment to shareholders will take place on 5
April 2023.

 

In this respect, it is resolved to ratify, insofar as necessary, the
resolution adopted by the Board of Directors on 28 September 2022 approving
the payment of the aforementioned amount as an interim dividend on account of
the 2022 dividend.

 

●     The remaining profit, that is, the amount of EUR 2,222,605,095.04
(two billion, two hundred and twenty-two million, six hundred and five
thousand, ninety-five euros and four cents of euro), will be allocated to the
Company's voluntary reserve funds.

 

1.4.   Approve the management of the Banco Bilbao Vizcaya Argentaria, S.A.
Board of Directors for the financial year 2022.

 

 

 

RESOLUTIONS UNDER AGENDA ITEM TWO

_____________________________________________________________________

On the basis of the proposal made by the Appointments and Corporate Governance
Committee, the General Shareholders' Meeting has approved the re-election of
Raúl Catarino Galamba de Oliveira, Lourdes Máiz Carro and Ana Leonor Revenga
Shanklin as members of the Board of Directors, with the status of independent
directors, for the statutory three-year period.

 

Following the favorable report of the Appointments and Corporate Governance
Committee, the General Shareholders' Meeting has also approved 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.

 

Likewise, following the proposal of the Appointments and Corporate Governance
Committee, the appointment of Sonia Lilia Dulá as member of the Board of
Directors, with the status of independent director, for the statutory period
of three years, has been approved by the General Shareholders' Meeting.

The approved 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, in the case of the re-election of Carlos Vicente Salazar
Lomelín, the favorable report of the Appointments and Corporate Governance
Committee is also included. These reports have been made available to
shareholders as of the date on which the convening notice of the General
Meeting was made public.

 Consequently, the General Meeting has adopted the following resolutions:

 

2.1.   Re-elect Raúl Catarino Galamba de Oliveira, of legal age, Portuguese
nationality and domiciled for these purposes at Calle Azul, 4, Madrid, as a
member of the Board of Directors, with the status of independent director, for
the statutory three-year period.

 

2.2.   Re-elect Lourdes Máiz Carro, of legal age, Spanish nationality and
domiciled for these purposes at Calle Azul, 4, Madrid, as a 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, of legal age, Spanish
nationality and domiciled for these purposes at Calle Azul, 4, Madrid, as a
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, of legal age, Mexican
nationality and domiciled for these purposes at Calle Azul, 4, Madrid, as a
member of the Board of Directors, with the status of other external director,
for the statutory three-year period.

 

2.5.   Appoint Sonia Lilia Dulá, of legal age, US nationality and domiciled
for these purposes at Calle Azul, 4, Madrid, as a member of the Board of
Directors, with the status of independent director, for the statutory
three-year period.

 

Pursuant to Paragraph 2 of Article 34 of the Bylaws, establish the number of
directors that form part of the Board of Directors of Banco Bilbao Vizcaya
Argentaria, S.A. in 15.

 

 

 

RESOLUTIONS UNDER AGENDA ITEM THREE

_____________________________________________________________________

One.- Approve the share capital reduction of Banco Bilbao Vizcaya Argentaria,
S.A. (the "Company" or "BBVA") by up to a maximum amount of 10% of the share
capital on the date of this resolution (this is, by up to a maximum nominal
amount of EUR 295,475,711.64 (two hundred and ninety-five million, four
hundred and seventy-five thousand, seven hundred and eleven euros and
sixty-four euro cents), corresponding to 603,011,656 (six hundred and three
million, eleven thousand, six hundred and fifty-six) shares with a nominal
value of EUR 0.49 (forty-nine euro cents), subject to obtaining, where
appropriate, the corresponding regulatory authorizations, through the
redemption of own shares acquired derivatively by BBVA by virtue of the
authorization granted by the BBVA General Shareholders' Meeting held on 18
March 2022 under item six of the agenda, through any mechanism whose objective
or purpose is redemption, all in compliance with the provisions of the
legislation or regulations in force, as well as with any limitations that any
competent authorities may establish. The implementation period of this
resolution will end on the date of the next Annual General Shareholders'
Meeting, being rendered null and void from that date in respect of the amount
not executed.

The final figure for the share capital reduction will be set by the Board of
Directors, within the maximum amount referred to above, based on the final
number of shares that are purchased and that the Board of Directors decides to
redeem in line with the delegation of powers approved below.

The share capital reduction does not involve the repayment of shareholder
contributions as the Company itself holds the shares to be redeemed, and the
share capital reduction will be recorded as a charge to unrestricted reserves
by provision of a restricted reserve for redeemed share capital in the amount
equal to the nominal value of the shares redeemed, which may be disposed of
only under the same requirements as those stipulated for the share capital
reduction, as provided for in Article 335 c) of the Corporate Enterprises Act,
by which the Company's creditors will not be entitled to exercise their right
of opposition set forth in Article 334 of the Corporate Enterprises Act.

To confer authority on the Board of Directors, in the broadest terms,
authorizing it to subdelegate to the Executive Committee (which in turn, has
subdelegation powers); to the Chairman of the Board of Directors; to the Chief
Executive Officer; and to any other person to whom the Board explicitly grants
powers to this effect, in order to totally or partially execute the
aforementioned share capital reduction, on one or more occasions, within the
established timeframe and in the manner it deems most appropriate, with the
power to, in particular and without limitation:

(i)      Determine the number of shares to be redeemed in each execution,
deciding whether or not to execute the resolution in whole or in part if no
own shares are finally repurchased for the purpose of being redeemed or if,
having been repurchased for that purpose, (a) they have not been purchased, on
one or more occasions, in a sufficient number to reach 10% of the share
capital limit on the date of this resolution; or (b) market conditions,
Company circumstances or any event of social or economic importance make it
advisable for reasons of corporate interest or prevent its execution;
notifying of this decision in any case to the next Annual General
Shareholders' Meeting.

(ii)     Declare closed each of the executions of the share capital
reduction finally agreed, setting, as appropriate, the final number of shares
to be redeemed in each execution and, therefore, the amount by which the
Company's share capital must be reduced in each execution, in accordance with
the limits established in this resolution.

(iii)    Redraft the article of the Bylaws governing the share capital so
that it reflects the new share capital figure and the number of outstanding
shares after each approved share capital reduction.

(iv)    Request, as appropriate, the delisting of the shares to be redeemed
by virtue of this delegation in official or unofficial, regulated or
unregulated, organized or not, domestic or foreign secondary markets, taking
such steps and actions as may be necessary or advisable for this purpose
before the relevant public and/or private bodies, including any action,
declaration or management before any competent authority in any jurisdiction,
including, but not limited to, the United States of America for the delisting
of the shares represented by ADSs (American Depositary Shares).

(v)     Execute all public and/or private documents, and to enter into as
many acts, legal transactions, contracts, declarations and operations that may
be necessary or advisable to carry out each execution of the approved share
capital reduction.

(vi)    Publish as many announcements as may be necessary or appropriate
regarding the share capital reduction and each of its executions, and carry
out any actions required for the effective redemption of the shares referred
to in this resolution.

(vii)   Set the terms and conditions of the reduction in any matters not
provided in this resolution, as well as to carry out any procedures and
formalities required to obtain the consents and authorizations required for
the effectiveness of this resolution.

Two.- Nullify, for the unused part, the resolution adopted by the Annual
General Shareholders' Meeting held on 18 March 2022, under item seven of the
agenda.

 

 

 

RESOLUTIONS UNDER AGENDA ITEM FOUR

_____________________________________________________________________

As laid down in 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 2023 financial year) and throughout the following three financial
years (i.e., during 2024, 2025 and 2026 financial years), whose text together
with the specific report of the Remuneration Committee and the remaining
documentation pertaining to the General Meeting, was made available to the
shareholders as of the date on which this General Meeting was convened.

The approval of this new Policy includes, as established therein, the approval
of(i) an increase of the maximum number of shares to be delivered, where
appropriate, to non-executive directors, in execution of the fixed
remuneration system with deferred delivery of BBVA shares, in 800,000 (eight
hundred thousand) additional shares with respect to the number of shares
approved by the General Shareholders' Meeting of April 20, 2021; and (ii) the
allocation of a maximum number of 8,000,000 (eight million) BBVA shares 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
this, 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, elaborate, enter into and
implement 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 Remunerations Committee to any 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
otherwise, 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 directors and executive directors as
regards any matters not laid down 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
consolidation 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 the TSR indicator, 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 supervisors 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 applicable
regulations, including, but not limited to, establishing and implementing the
the recoupment policy that may be necessary to comply with the listing
standard approved by the New York Stock Exchange ("New York Stock Exchange"
and "NYSE Listing Standard", respectively) in development of Section 10D of
the Securities Exchange Act of 1934 (the "Dodd-Frank Recoupment Policy"), as
well as with any other regulations or requirements 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.

 

 

 

RESOLUTIONS UNDER AGENDA ITEM FIVE

_____________________________________________________________________

For the purposes of the provisions of Article 34.1 g) of Act 10/2014 of June
26, on the regulation, supervision and solvency of credit institutions, to
approve a maximum level of variable remuneration of up to 200% of the fixed
component of total remuneration for a group of employees whose professional
activities have a material impact on the risk profile of Banco Bilbao Vizcaya
Argentaria, S.A. (the "Bank") or its Group, enabling subsidiaries of the Bank
to likewise apply said maximum level to their professionals, pursuant to the
Report issued in this regard by the Board of Directors of the Bank on February
9, 2023, and which has been made available to shareholders as of the date on
which this General Meeting was convened.

 

 

 

RESOLUTIONS UNDER AGENDA ITEM SIX

_____________________________________________________________________

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 Affairs and Digital
Transformation; the National Securities Market Commission; the entity in
charge of the recording of book entries; the Commercial Registry; or any other
national or foreign public or private body.

 

Additionally, authorize the Chairman, Carlos Torres Vila; the General
Secretary and Secretary of the Board, Domingo Armengol Calvo; and the Deputy
Secretary of the Board, Amaya María Llovet Díaz so that any of them,
indistinctively, may perform such acts as may be appropriate to implement the
resolutions adopted by this General Meeting, in order to file them with the
Commercial Registry and with any other registries, including in particular,
and among other powers, that of appearing before any Notary Public to execute
the public deeds and notarized documents necessary or advisable for such
purpose, correct, ratify, interpret or supplement what has been resolved and
formalize any other public or private document that may be necessary or
advisable to execute and fully register the resolutions adopted, without
needing a new General Meeting resolution, and to make the mandatory deposit of
the individual and consolidated annual financial statements in the Commercial
Registry.

 

 

 

RESOLUTIONS UNDER AGENDA ITEM SEVEN

_____________________________________________________________________

Approve, on a consultative basis, the Annual Report on the Remuneration of
Directors of Banco Bilbao Vizcaya Argentaria, S.A. corresponding to financial
year 2022, 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.

 

Additionally, it is informed that, after the General Shareholders' Meeting,
the term of office of the director Susana Rodríguez Vidarte expired, and thus
she ceased to be member of the Board of Directors. Consequently, she also
ceased to be a member of the Executive Committee, the Risk and Compliance
Committee and the Appointments and Corporate Governance Committee.

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