REG - Banco Bil.Viz.Argent - Result of AGM

Banco Bilbao Vizcaya Argentaria SAAnnouncement

21/03/2025 16:45

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250321:nRSU7400Ba&default-theme=true

RNS Number : 7400B  Banco Bilbao Vizcaya Argentaria SA  21 March 2025

 

 

 

 

 

 

 

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, 21 March 2025

 

 

 

 

 

RESOLUTIONS OF THE ANNUAL GENERAL SHAREHOLDERS' MEETING OF BANCO BILBAO
VIZCAYA ARGENTARIA, S.A., HELD ON 21 MARCH 2025

 

 

 

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, 2024.

 

         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, 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, 2024.

 

         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 2024 in the amount of EUR 10,234,604,206.21 (ten
billion, two hundred thirty-four million, six hundred four thousand, two
hundred six euros and twenty-one cents of euro), as follows:

 

●     The amount of EUR 4,034,299,825.50 (four billion, thirty-four
million, two hundred ninety-nine thousand, eight hundred twenty-five euros and
fifty cents of euro) to the payment of dividends, of which:

 

a)    EUR 1,671,352,784.85 (one billion, six hundred seventy-one million,
three hundred fifty-two thousand, seven hundred eighty-four euros and
eighty-five cents of euro) has already been paid in full prior to this Annual
General Meeting as an interim dividend on account of the 2024 dividend, in
accordance with the resolution adopted by the Board of Directors at its
meeting held on 25 September 2024; and

 

b)    the remaining EUR 2,362,947,040.65 (two billion, three hundred
sixty-two million, nine hundred forty-seven thousand, forty euros and
sixty-five cents of euro) will be allocated to the payment of the final
dividend for the year 2024 in a gross amount of EUR 0.41 (forty-one cents of
euro) per outstanding share of the Bank with the right to participate in said
distribution when paid. Payment to shareholders will take place on 10 April
2025.

 

In this respect, it is resolved to ratify, insofar as necessary, the
resolution adopted by the Board of Directors on 25 September 2024 approving
the payment of the aforementioned amount as an interim dividend on account of
the 2024 dividend.

 

●     The remaining profit, that is, the amount of EUR 6,200,304,380.71
(six billion, two hundred million, three hundred four thousand, three hundred
eighty euros and seventy-one 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 2024.

RESOLUTIONS UNDER AGENDA ITEM TWO

 

 

On this item of the agenda, with the favourable reports of the Appointments
and Corporate Governance Committee, the re-election of Carlos Torres Vila and
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 re-election of 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 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
regarding the re-elections of Carlos Torres Vila and Onur Genç.

Consequently, the General Meeting has adopted the following resolutions:

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

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

2.3.      Re-elect Connie Hedegaard Koksbang, of legal age, of Danish
nationality and domiciled for these purposes at Calle Azul, 4, Madrid, as
member of the Board of Directors, with the status of independent director, for
the statutory three-year period.

Pursuant to 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 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 TWO HUNDRED AND EIGHTY-TWO MILLION, FOUR HUNDRED THOUSAND, NINE
HUNDRED AND EIGHTY-SEVEN EUROS AND FIFTY-FOUR EURO CENTS (EUR 282,400,987.54),
corresponding to FIVE HUNDRED AND SEVENTY-SIX MILLION, THREE HUNDRED AND
TWENTY-EIGHT THOUSAND FIVE HUNDRED FORTY-SIX (576,328,546) 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 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 will not involve the repayment of shareholder
contributions as the Company itself will hold 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.

Two.- 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 Chair 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 any domestic or foreign market
where BBVA's shares are listed, 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, as well as to attend to any formalities
and obligations related to the capital reduction and each of its executions.

(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.

Three.- Nullify, for the unused part, the share capital reduction resolution
adopted by the Annual General Shareholders' Meeting held on 15 March 2024,
under item three of the agenda.

RESOLUTIONS UNDER AGENDA ITEM FOUR

 

 

In relation to the first resolution to increase the share capital of Banco
Bilbao Vizcaya Argentaria, S.A. ("BBVA") via non-monetary contributions (the
"Capital Increase") adopted by the Extraordinary General Shareholders' Meeting
held on July 5, 2024 (the "Extraordinary General Meeting") under agenda item
one (the "Resolution One"), renew and re-approve resolution two of delegation
of powers related to the Capital Increase adopted by the Extraordinary General
Meeting under the same agenda item, for its exercise within a one (1) year
period from the date of adoption of this resolution, in the following terms:

To empower the Board of Directors, in the broadest terms, authorizing it to
sub-delegate on the Executive Committee (in turn, with sub-delegation powers);
on the Chair of the Board of Directors, the Chief Executive Officer and on any
individual that the Board may expressly empower for such purposes, to fully or
partially execute the previously approved Capital Increase, in one or several
rounds, within the period of one (1) year since the adoption of this
resolution, and establish its terms and conditions regarding any matters that
may have not been stipulated by the Extraordinary General Meeting, in the
manner deemed most convenient, including, without limitation:

(i)      Establish the date or dates on which the Capital Increase should
fully or partially become effective.

(ii)     Develop the procedure for the contribution in kind and exchange
of shares of Banco de Sabadell, S.A. by the new shares of BBVA to be issued
pursuant to the Capital Increase.

(iii)    Determine the amount of the issuance premium of the new shares in
accordance with the provisions of Resolution One.

(iv)    Amend the wording of the article 5 of the Bylaws that regulates the
share capital so that it reflects the new capital figure and the number of
outstanding shares after each execution of the approved Capital Increase.

(v)     Apply for the admission to listing to all new shares of BBVA in
accordance with the provisions of Resolution One.

(vi)    Carry out any formalities that they may deem necessary or
appropriate in any relevant jurisdiction to effect and carry out, in full or
in part, and in one or several rounds, the Capital Increase and the issuance
of the new shares, and in particular appear and carry out whatever formalities
may be required before any competent authorities in any jurisdiction and
approve and sign all public or private documents that may be necessary or
convenient to ensure the effectiveness of the Capital Increase in any of its
aspects and contents.

(vii)   Draft and publish any advertisements that may be required or deemed
convenient.

(viii)  Declare the closing of each execution of the Capital Increase, once
the corresponding new shares are subscribed and paid up, formalizing all
public and private documents that may be convenient to fully or partially
execute, in one or several rounds, the Capital Increase.

(ix)    Formalize as many public and private documents as it may be
required, and appear before the notary public to register the corresponding
resolutions, as well as to rectify, regularize, clarify and harmonize these
resolutions with the meaning conveyed in the verbal and/or written assessment
by the Mercantile Registrar until each Capital Increase execution is
registered in the Mercantile Registry.

(x)     Carry out as many formalities and actions as may be required and
formalize as many public and private documents as it may be required or
convenient to apply for the admission to trading of the new shares in the
Security Exchanges of Madrid, Barcelona, Bilbao and Valencia, through the
Spanish Stock Market Interconnection System (Continuous Market), as well as
any of the domestic or foreign Securities Exchanges in which BBVA shares may
be traded, including any formalities and actions that may be required or
convenient for this purpose before the corresponding public and/or private
entities, including any action, statement or formality with any competent
authority in any jurisdiction, including, without limitation, the United
States of America.

(xi)    Formalize any public or private document and carry out any
formalities, legal transactions, contracts, statement and transactions that
may be required or convenient to carry out each execution of the agreed
Capital Increase, as well as to effect formalities and obligations before any
competent authority, Spanish or otherwise, related to the Capital Increase and
each one of their executions.

(xii)   Carry out any action, statement, communication or formality before
any body, entity or public or private registry, within Spain or abroad, in
connection with the Capital Increase and each one of its executions.

(xiii)  And in general, carry out any actions and sign as many documents as
may be necessary or convenient for the validity, effectiveness, development
and execution of the Capital Increase and the issue of the new share,
including interpreting, applying, executing and developing the approved
resolutions, including the rectification and enforcement thereof.

 

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
11, 2025, and which has been made available to shareholders as of the date on
which this General Meeting was convened.

 

RESOLUTIONS UNDER AGENDA ITEM SIX

 

 

To re-elect Ernst & Young, S.L. as the statutory auditors of Banco Bilbao
Vizcaya Argentaria, S.A. and its consolidated Group for the financial year
2025. Ernst & Young, S.L. is domiciled in Madrid, at Calle Raimundo
Fernández Villaverde, No. 65 - Torre Azca, with Tax Identification Number
(NIF) B78970506, registered under number S0530 in the Official Register of
Auditors of Accounts of the Institute of Accounting and Auditing of Accounts,
and in the Commercial Registry of Madrid, in general volume 9,364, volume
8,130 of Section 3 of the Companies Book, folio 68, Section 3, sheet 87,690-1.

RESOLUTIONS UNDER AGENDA ITEM SEVEN

 

 

Authorize the Board of Directors, with express substitution powers in favor of
the Executive Committee or to the director or directors it deems convenient,
as well as to any other person whom the Board expressly empowers for the
purpose, the necessary powers, as broad as required under law, to establish,
interpret, clarify, complete, modify, correct, develop and execute, when they
deem most convenient, each of the resolutions adopted by this General Meeting;
to draw up and publish the notices required by law; and to perform the
necessary proceedings as may be necessary to obtain the due authorizations or
filings from the Bank of Spain; the European Central Bank; Ministries,
including the Ministry of Tax and the Ministry of Economy, Commerce and
Business; the National Securities Market Commission; the entity in charge of
the recording of book entries; the Commercial Registry; or any other national
or foreign public or private body.

 

Additionally, authorize the 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 EIGHT

 

Approve, on a consultative basis, the Annual Report on the Remuneration of
Directors of Banco Bilbao Vizcaya Argentaria, S.A. corresponding to financial
year 2024, 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.

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  RAGSEIFMFEISEDD