REG - Banco Bil.Viz.Argent - Resolutions AGM 2022

Banco Bilbao Vizcaya Argentaria SAAnnouncement

18/03/2022 15:15

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RNS Number : 3271F  Banco Bilbao Vizcaya Argentaria SA  18 March 2022

 

 

 

 

 

 

 

 

 

 

Banco Bilbao Vizcaya Argentaria, S.A., 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, 18 March 2022

 

RESOLUTIONS OF THE ANNUAL GENERAL SHAREHOLDERS' MEETING OF BANCO BILBAO
VIZCAYA ARGENTARIA, S.A., HELD ON 18 MARCH 2022

 

 

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
31 December 2021.

 

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, Rosario Mirat Santiago, 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 31 December 2021.

 

Authorise the Chairman, Carlos Torres Vila, the General Secretary and
Secretary of the Board of Directors, Domingo Armengol Calvo, and the Deputy
Secretary of the Board of Directors, Rosario Mirat Santiago, so that any of
them, indistinctly and with powers of substitution, may complete
(diligenciar), correct, formalise, publish, interpret, clarify, extend,
develop or execute any of the documents indicated in the preceding paragraph.

 

1.3.   Approve the proposed allocation of results of Banco Bilbao Vizcaya
Argentaria, S.A. for the 2021 financial year in the amount of EUR
1,080,361,075.16 (one billion, eighty million, three hundred and sixty-one
thousand, seventy-five euros and sixteen euro cents), in the following terms:

 

·        The amount of EUR 533,430,926.40 (five hundred and
thirty-three million, four hundred and thirty thousand, nine hundred and
twenty-six euros and forty euro cents) to the payment of dividends, which has
already been paid in full prior to this General Shareholders' Meeting as an
interim dividend for the 2021 financial year, in accordance with the
resolution adopted by the Board of Directors at its meeting held on 29
September 2021.

 

In this regard, it is agreed to ratify in all necessary respects the
resolution of the Board of Directors adopted on 29 September 2021, approving
the distribution of the aforementioned amount as an interim dividend for the
2021 financial year.

 

·        The rest of the result, that is, the amount of EUR
546,930,148.76 (five hundred and forty-six million, nine hundred and thirty
thousand, one hundred and forty-eight euros and seventy-six euro cents), to
the Company's voluntary reserves.

 

1.4.   Approve the management of the Banco Bilbao Vizcaya Argentaria, S.A.
Board of Directors for the financial year 2021.

 

 

RESOLUTIONS UNDER AGENDA ITEM TWO

 

 

To approve a cash distribution from the voluntary reserves of Banco Bilbao
Vizcaya Argentaria, S.A. (the "Bank") in the amount of TWENTY-THREE EURO CENTS
(0.23 €) gross per outstanding share of the Bank with the right to
participate in said distribution. The payment will be made to the shareholders
on 8 April 2022.

 

 

RESOLUTIONS UNDER AGENDA ITEM THREE

 

 

On this item of the agenda, with the favourable reports of the Appointments
and Corporate Governance Committee, the re-election of Mr. Carlos Torres Vila
and Mr. Onur Genç, as members of the Board of Directors, for the statutory
period of three years, with the status of executive directors, has been
approved by the General Meeting.

Likewise, following the proposal of the Appointments and Corporate Governance
Committee, the General Meeting has approved the appointment of Ms. Connie
Hedegaard Koksbang as member of the Board of Directors, for the statutory
period of three years, with the status of independent director.

The approved re-elections and appointments are accompanied by the report of
the Board of Directors stipulated in article 529 decies of the Corporate
Enterprises Act. These reports have been made available to shareholders as of
the date on which the convening notice of the General Meeting was made public,
together with the favourable report of the Appointments and Corporate
Governance Committee pertaining the re-elections of Mr. Torres Vila and Mr.
Genç.

Consequently, the General Meeting has adopted the following resolutions:

3.1.   Re-elect Mr. Carlos Torres Vila, of legal age, Spanish nationality
and domiciled for these purposes at Calle Azul, 4, Madrid, as a member of the
Board of Directors, for the statutory three-year period, with the status of
executive director.

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

3.3.   Appoint Ms. Connie Hedegaard Koksbang, of legal age, Danish
nationality, domiciled for these purposes at Calle Azul, 4, Madrid and
passport in force number 208662504, as a member of the Board of Directors, for
the statutory three-year period, with the status of independent director.

Pursuant to paragraph 2 of article 34 of the Company 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 FOUR

 

 

One.- To confer authority on the Board of Directors of Banco Bilbao Vizcaya
Argentaria, S.A. (the "Company" or the "Bank"), as broad as necessary by law,
to increase the Company's share capital, subject to provisions in the law and
in the Company Bylaws that may be applicable at any time and prior obtaining
of the authorizations that may be necessary to such end, within the legal term
of five (5) years to be counted as from the date on which this resolution is
adopted, up to the maximum amount corresponding to 50% of the Bank's share
capital at the time of this authorization.

Likewise, to confer authority on the Board of Directors, as broad as necessary
by law, such that, in the manner it deems most appropriate, it may:

(i)      Resolve to increase the share capital, on one or several
occasions, by the amount and at the time that the Board of Directors may
decide within the limits established herein, by issuing new shares, with or
without voting rights, ordinary or preferred, including redeemable shares or
shares of any other type permitted by law, with or without issue premium; the
countervalue of said shares comprising cash considerations. Also set the terms
and conditions of the share capital increase insofar as these are not set in
this resolution, including the determination of the nominal value of the
shares to be issued, their characteristics and any privileges they may confer,
as well as, where appropriate, the inclusion of the right to redeem the
shares, along with the corresponding conditions and the exercise of such right
by the Company.

(ii)     Freely offer the shares not subscribed within the period
established for the exercise of pre-emptive subscription rights, should these
be granted; to establish that, should it be undersubscribed, the share capital
increase would be rendered null and void, pursuant to Article 507 of the
Corporate Enterprises Act; with the corresponding article of the Company
Bylaws being redrafted.

(iii)    Where appropriate, request the listing of the shares issued under
this authority for trading on official or unofficial, regulated or
unregulated, organized or unorganized, domestic or foreign secondary markets,
performing the necessary and appropriate actions and formalities for this
purpose before the corresponding public and/or private bodies, including any
action, statement or arrangement before the competent authorities of the
United States of America for the admission to trading of the shares
represented by ADSs (American Depositary Shares), or before any other
competent authority.

It is expressly recognized that the Company is subject to any rules existing
now or in the future regarding negotiation, and especially trading, listing
and delisting of the securities, and the commitment that, should application
be made for subsequent delisting of the shares, this will be adopted pursuant
to the formal requirements under applicable regulations.

(iv)    Pursuant to the Corporate Enterprises Act, totally or partially
exclude shareholders' pre-emptive subscription rights over any specific share
issue that may be made hereunder, when the corporate interest so requires, in
compliance with any legal requirements established to this end.

However, notwithstanding compliance with any other legal limitations
established for this purpose at any given time, the power to exclude
pre-emptive subscription rights will be limited, such that the nominal amount
of any share capital increases resolved or effectively carried out with the
exclusion of pre-emptive subscription rights in use of this authority and
those that may be resolved or carried out to cover the conversion of
convertible issuances that may equally be made with the exclusion of
pre-emptive subscription rights in use of the authority delegated under the
following agenda item five of this General Meeting (without prejudice to
anti-dilution adjustments) may not exceed the nominal maximum overall amount
of 10% of the Bank's share capital at the time of this authorization.

Two.- Nullify, for the unused part, the authority conferred by the Annual
General Shareholders' Meeting held on 17 March 2017, under item four of the
agenda.

Three.- To confer authority on the Board of Directors, in the broadest terms,
to exercise the authorization contained in the first resolution above and to
carry out any actions, procedures, requests or applications that may be
necessary or advisable for the effectiveness of the authorization, authorizing
the Board of Directors to delegate to the Executive Committee (with the power
to subdelegate in turn); to the Chairman of the Board of Directors; to the
Chief Executive Officer; or to any other director; and to empower, in the
broadest terms, any Company proxy.

 

 

RESOLUTIONS UNDER AGENDA ITEM FIVE

 

 

One.- To confer authority on the Board of Directors of Banco Bilbao Vizcaya
Argentaria, S.A. (the "Company" or the "Bank"), as broad as necessary by law,
to issue securities convertible into new Bank shares (other than contingently
convertible securities, envisaged to meet regulatory requirements for their
eligibility as capital instruments (CoCos) referred to in the resolutions
adopted by the Company's Annual General Shareholders' Meeting held on 20 April
2021, under agenda item five), subject to provisions in the law and in the
Company Bylaws that may be applicable at any time and prior obtaining of the
authorizations that may be necessary to such end, on one or several occasions
within the maximum term of five (5) years to be counted as from the date on
which this resolution is adopted, up to the maximum total amount of SIX
BILLION EUROS (EUR 6,000,000,000), or the equivalent in any other currency.

Likewise, to confer authority on the Board of Directors, as broad as necessary
by law, such that, in the manner it deems most appropriate, it may:

(i)      Resolve, establish and determine each and every one of the
terms, characteristics and conditions of each issue of securities convertible
into newly issued Company shares made under this resolution, including, but
not limited to, the type of securities (which must be other than the
aforementioned contingently convertible securities (CoCos), issuance of which
by the Board of Directors is regulated by the resolutions adopted by the
Annual General Shareholders' Meeting held on 20 April 2021, under agenda item
five) and their denomination; the amount, always within the maximum overall
amount indicated above; the issue date(s); the interest rate; the issue price
and, in the case of warrants and similar securities, the issue price and/or
issue premium, the strike price-which may be fixed or variable-and the
procedure, term and other conditions applicable to the exercising of the right
to subscribe for or purchase the underlying shares; the number of securities
and the nominal value of each one; the form in which the securities are to be
represented; the form and conditions of the distribution, the fixed or
variable interest rate, and the dates and procedures for payment of the
coupon; the priority of the securities and their potential subordination
clauses; where appropriate, the anti-dilution clauses; the applicable law;
and, where appropriate, the mechanisms for the collective organization and
association and/or representation and protection of the holders of the
securities issued, including the appointment of their proxies.

(ii)     Resolve, establish and determine the manner, timing and scenarios
for conversion and/or redemption; and the bases and methods of conversion.

(iii)    Resolve, establish and determine the conversion ratio, which may
be fixed or variable, within the limits set forth below.

If the issue is carried out with a fixed conversion ratio, the Company share
price used for the purposes of conversion may not be less than the greater of:
(a) the arithmetic mean of the closing prices of the Company share on the
securities market or stock market determined by the Board of Directors, during
the period that is established, which may not be more than three months or
less than fifteen trading days prior to the date on which the specific
issuance of convertible securities is approved; and (b) the closing price of
the Company share on the securities market or stock market determined by the
Board of Directors, on the day prior to the date on which the specific
issuance of convertible securities is approved.

If the issuance is made with a variable conversion ratio, the Bank share price
used for the conversion must be the arithmetic mean of the closing prices of
the Company share on the securities market or stock market determined by the
Board of Directors, during the established period, which may not be more than
three months or less than five trading days prior to the date on which the
conversion trigger event takes place. A premium or, where appropriate, a
discount-up to a maximum of 30%-may be applied to the price per share. The
premium or discount may be different for each conversion date on each of the
issuances or tranches. Likewise, even if a variable conversion ratio is
established, a minimum and/or maximum reference price may be determined for
the shares for conversion, in the terms resolved by the Board of Directors.

Subject to all other limits applicable under the regulations in effect at any
time, the value of the Company share for the purpose of the ratio for
converting the securities into shares may not be less than 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 less than
that of the shares.

For the purposes of conversion, the value of the convertible securities will
be their nominal value, and may or may not include interest accrued and unpaid
at the time of conversion, and any rounding formulae considered suitable may
be determined.

(iv)    Request, where appropriate, the admission to trading of the
convertible securities issued by virtue of this delegation, and/or the shares
issued to cover their conversion, in official or unofficial, regulated or
unregulated, organized or unorganized secondary markets, Spanish or foreign,
and to carry out any procedures or actions deemed necessary or advisable for
this purpose with regard to the corresponding public and/or private bodies.

The Company hereby expressly submits to the regulations that exist now or that
could be enacted in the future with regard to trading, and particularly with
regard to contracting, retention and exclusion from trading and the
undertaking that, in the event that exclusion from trading of the securities
or shares is subsequently requested, this will be adopted with the formalities
required by the applicable regulations.

(v)     Increase the Bank's share capital by the amount necessary to cover
the conversion commitments or requests, within the limits that, where
applicable, are in force and available at any time, being authorized to
declare the issue undersubscribed, where applicable, establishing the
specifications of the Company shares to be issued to cover the conversion of
the securities, and to redraft the corresponding article of the Company
Bylaws.

If the issuance is convertible and callable, it may be established that the
Company reserves the right to choose, at any given time and with the limits
that, where applicable, are in force and available at all times, between the
conversion of shares from the Company's new issue or an exchange for
outstanding shares. It may also be decided that the delivery should include a
combination of newly issued shares and outstanding shares, in full compliance
with the equal treatment of all holders of securities that are converted
and/or called on the same date.

(vi)    Exclude, either fully or partially, the pre-emptive subscription
rights of shareholders within the framework of a specific issuance, when the
corporate interest so requires, complying, in all cases, with the legal
requirements and limitations established for this purpose at any given time.

However, notwithstanding compliance with any other legal limitations
established for this purpose at any given time, the power to exclude
pre-emptive subscription rights will be limited, such that the nominal value
of any share capital increases resolved or effectively carried out to cover
the conversion of the issuances in use of this authority (without prejudice to
anti-dilution adjustments) with the exclusion of pre-emptive subscription
rights and any others likewise resolved or carried out with the exclusion of
pre-emptive subscription rights in use of the authority delegated under this
General Meeting's agenda item four, does not exceed the overall maximum
nominal value of 10% of the Bank's share capital at the time of this
authorization.

Two.- To confer authority on the Board of Directors, in the broadest terms, to
exercise the authorization contained in the first resolution above and to
carry out any actions, procedures, requests or applications that may be
necessary or advisable for the effectiveness of the authorization, authorizing
the Board of Directors to delegate to the Executive Committee (with the power
to subdelegate in turn); to the Chairman of the Board of Directors; to the
Chief Executive Officer; or to any other director, and to empower, in the
broadest terms, any Company proxy.

 

 

RESOLUTIONS UNDER AGENDA ITEM SIX

 

 

One.- To authorize derivative acquisition by Banco Bilbao Vizcaya Argentaria,
S.A. (the "Company" or "BBVA"), directly or via any of its subsidiaries, for a
maximum term of five (5) years as of the date on which this resolution is
approved, of BBVA shares at any time and on as many occasions as it deems
appropriate, by any means permitted by law, including charging the acquisition
to the year's profits and/or unrestricted reserves, all pursuant to the
applicable legislation, and to subsequently dispose of the shares acquired by
any means permitted by law.

The derivative acquisition of BBVA shares will be subject to the conditions
established under applicable legislation, under any external or internal
regulation applicable at any time, and under any restrictions that may be
applied by any competent authority. In this respect, the nominal value of the
treasury stock acquired, directly or indirectly, under this authorization,
when added to the treasury stock already held by the Company and its
subsidiaries at any time, will at no time exceed ten per cent (10%) of the
subscribed share capital of BBVA (or any other lower limit established by the
legislation applicable at any time).

Moreover, the acquisition price of BBVA shares will be subject to the
condition that this must not be below its nominal value or ten per cent (10%)
higher than the listing price or any other price associated with the shares at
the time of acquisition.

Authorization is expressly granted for the treasury shares acquired by the
Company or any of its subsidiaries hereunder to be partially or totally set
aside for workers or directors of the Company or its subsidiaries, either
directly or as a result of exercising any option rights that they may hold.

This authorization, as from the time it has been approved, replaces and
renders null and void that granted by the Annual General Shareholders' Meeting
of the Company held on 16 March 2018, in agenda item three.

Two.- To confer authority on the Board of Directors, in the broadest terms, to
exercise the authorization contained in the previous resolution and to carry
out any actions, procedures, requests or applications that may be necessary or
advisable for the effectiveness of the authorization, authorizing the Board of
Directors to subdelegate such authority to the Executive Committee, with
express power to delegate this in turn; to the Chairman of the Board of
Directors; to the Chief Executive Officer; or to any other director; and to
empower, in the broadest terms, any Company proxy.

 

 

RESOLUTIONS UNDER AGENDA ITEM SEVEN

 

 

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 THREE HUNDRED AND TWENTY-SIX MILLION, SEVEN HUNDRED AND TWENTY-SIX
THOUSAND, FOUR HUNDRED AND FORTY-TWO EUROS AND FORTY-TWO EURO CENTS (EUR
326,726,442.42), corresponding to SIX HUNDRED AND SIXTY-SIX MILLION, SEVEN
HUNDRED AND EIGHTY-EIGHT THOUSAND, SIX HUNDRED AND FIFTY-EIGHT (666,788,658)
shares with a nominal value of FORTY-NINE EURO CENTS (EUR 0.49), subject to
obtaining, where appropriate, the corresponding regulatory authorizations,
through the redemption of own shares acquired derivatively by BBVA, both those
acquired by virtue of the authorization granted by the BBVA General
Shareholders' Meeting held on 16 March 2018 under item three of the agenda,
and those that may be acquired by virtue of the authorization, if appropriate,
granted by this General Shareholders' Meeting 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 20 April 2021, under item six of the
agenda.

 

 

RESOLUTIONS UNDER AGENDA ITEM EIGHT

 

 

For the purposes of the provisions of Article 34.1 g) of Act 10/2014 of
26 June, 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 9
February 2022, and which has been made available to shareholders as of the
date on which this General Meeting was convened.

 

 

RESOLUTIONS UNDER AGENDA ITEM NINE

 

 

Pursuant to article 264 of the Corporate Enterprises Act and the proposal of
the Audit Committee, appoint as Statutory Auditor of Banco Bilbao Vizcaya
Argentaria, S.A. and its consolidated Group for financial years 2022, 2023 and
2024, firm Ernst & Young, S.L., with registered office in Madrid, Calle
Raimundo Fernández Villaverde, 65 - Torre Azca, tax identification number
B78970506, registered with the Official Registry of Accounts Auditors of the
Institute of Accounting and Audit under number S0530 and with the Commercial
Registry of Madrid, at volume 9,364 general, folio 68, section 3rd, page
87,690-1.

The Board of Directors submitted this agreement to the Annual General
Shareholders' Meeting, following the recommendation and preference stated in
the Audit Committee's proposal of appointment, based on the statutory auditor
selection process carried out by said Audit Committee in accordance with the
criteria established by applicable account auditing regulations.

 

 

 

RESOLUTIONS UNDER AGENDA ITEM TEN

 

 

Authorise the Board of Directors, with express substitution powers in favour
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
authorisations 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, authorise the Chairman, Carlos Torres Vila; the General
Secretary and Secretary of the Board, Domingo Armengol Calvo; and the Deputy
Secretary of the Board, Rosario Mirat Santiago 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 notarised documents necessary or advisable for such
purpose, correct, ratify, interpret or supplement what has been resolved and
formalise 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 ELEVEN

 

 

Approve, on a consultative basis, the Annual Report on the Remuneration of
Directors of Banco Bilbao Vizcaya Argentaria, S.A. corresponding to financial
year 2021, 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 Sunir Kumar Kapoor expired, and thus he ceased
to be member of the Board of Directors. Consequently, he also ceased to be
member of the Technology and Cybersecurity Committee.

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