ANNUAL GENERAL SHAREHOLDERS'
MEETING
BANCO BILBAO VIZCAYA
ARGENTARIA, S.A.
BILBAO, MARCH 15,
2024
CALL NOTICE
The Board of Directors of Banco Bilbao Vizcaya Argentaria,
S.A. (hereinafter, the Company, BBVA or the Bank), at its meeting
held on February 6, 2024, has agreed to call the Company's Annual
General Shareholders' Meeting, which will be held in Bilbao, at
Palacio Euskalduna, 4 Avenida Abandoibarra, on March 14, 2024, at
12:00 pm, on first call, and on March 15, 2024, at the same
location and time, on second call, in accordance with the
following:
AGENDA
ONE.- Annual financial
statements, allocation of results and corporate
management:
1.1. Approval of the annual financial statements and
management reports of Banco Bilbao Vizcaya Argentaria, S.A. and its
consolidated Group for the financial year ended 31 December
2023.
1.2. Approval of the non-financial information report of
Banco Bilbao Vizcaya Argentaria, S.A. and that of its consolidated
Group for the financial year ended 31 December
2023.
1.3. Approval of the allocation of results for the 2023
financial year.
1.4. Approval of the corporate management during the
2023 financial year.
TWO.- Adoption of the following
resolutions on the re-election and appointment of members to the
Board of Directors:
2.1. Re-election of José Miguel Andrés
Torrecillas.
2.2. Re-election of Jaime Félix Caruana
Lacorte.
2.3. Re-election of Belén Garijo
López.
2.4. Re-election of Ana Cristina Peralta
Moreno.
2.5. Re-election of Jan Paul Marie Francis
Verplancke.
2.6. Appointment of Enrique Casanueva
Nárdiz.
2.7. Appointment of Cristina de Parias
Halcón.
Pursuant to paragraph 2 of Article 34 of the Bylaws,
determination of the number of directors in the number resulting
from the resolutions adopted under this item of the Agenda, which
will be reported to the Annual General Meeting for all due
effects.
THREE.- Approval of the reduction
of the share capital of the Bank, in up to a maximum amount of 10%
of the share capital as of the date of the resolution, through the
redemption of own shares purchased for the purpose of being
redeemed, delegating to the Board of Directors the implementation
of the share capital reduction, totally or partially, on one or
more occasions.
FOUR.-
Approval of a maximum level of variable remuneration of up to 200%
of the fixed component of the total remuneration for a certain
group of employees whose professional activities have a significant
impact on Banco Bilbao Vizcaya Argentaria, S.A.'s or on its Group's
risk profile.
FIVE.-
Delegation of powers to the Board of Directors, with the authority
to substitute, in order to formalise, amend, interpret and execute
the resolutions adopted by the Annual General
Meeting.
SIX.- Consultative vote on the
Annual Report on the Remuneration of Directors of Banco Bilbao
Vizcaya Argentaria, S.A.
* * *
* * *
SUPPLEMENT TO THE CALLING AND
PRESENTATION OF PROPOSED RESOLUTIONS
Pursuant to the Corporate Enterprises Act, shareholders
representing, at least, three percent of the share capital may: (i)
request the publication of a supplement to the calling of the
Meeting, including one or more items on the agenda, provided that
the new items are accompanied by substantiation or, as appropriate,
a substantiated proposed resolution; and (ii) submit substantiated
proposed resolutions on matters already included or that should be
included on the agenda.
These rights must be exercised by duly certified notice to the
Company, which must be received at the registered office, at Plaza
de San Nicolás, 4, 48005, Bilbao, within five days following
publication of this calling.
ATTENDANCE
Pursuant to the Company's Bylaws, holders of 500 or more
shares are entitled to attend the General Meeting when these shares
are on record in the corresponding accounting register at least
five days before the scheduled date of the General
Meeting.
As
the Annual General Meeting is likely to be held on second call,
pursuant to Article 517 of the Corporate Enterprises Act,
shareholders must have shares registered in their name no later
than March
10, 2024, in order to be able to participate in and vote at
the Meeting.
The Company will issue a personalized attendance card
indicating the number of shares held to each shareholder entitled
to attend who so requires it, giving them access to the venue where
the General Meeting is to be held. Requests may be sent to the
Shareholder Office, or made via the Company's corporate website
(www.bbva.com) or at any BBVA branch
office in Spain.
Holders of a lower number of shares may group together to
reach at least that number of shares, appointing a representative.
To do this, shareholders must request the corresponding group card,
available at any BBVA branch office in Spain.
In
order to confirm the identity of shareholders, or their valid
proxies, on entering the venue where the General Meeting is to be
held, attendees will be asked to present their attendance card,
documents verifying their status as proxy, where applicable, and
their Spanish national identity document or any other official
document generally accepted for such purposes.
REMOTE ATTENDANCE
The Company has agreed that, in accordance with Article 21 of
its Company's Bylaws, attendance to the General Meeting may also
take place via remote means.
Remote attendance will take place through the Remote
Attendance Portal, accessible via the Company's corporate
website (www.bbva.com) and online banking website
(www.bbva.es), in accordance with the
timeframes and in the format described below. It is envisaged that
the General Meeting will be broadcasted live on the Company's
corporate website (www.bbva.com).
In
order to verify the identity of the attendees at the General
Meeting, and to guarantee that shareholders can properly exercise
their rights, shareholders-or their valid proxies-who wish to
attend the General Meeting remotely (hereinafter, remote attendees)
must register and confirm their identity-and that of their proxy,
where applicable-on the Remote Attendance Portal prior to the start
of the Meeting (hereinafter, the Accreditation process), as
follows:
a) Remote attendees who are
BBVA electronic banking users (who have a multichannel contract
with the Bank) may confirm their identity through the online
banking website (www.bbva.es) by entering
the password they use to access and carry out transactions in the
online banking website (www.bbva.es).
b) Remote attendees who are not
users of BBVA electronic banking may confirm their identity on the
Bank's corporate website (www.bbva.com), under section "2024
General Meeting/Remote Attendance", making use of their Electronic
National Identity Document (DNIe) or their digital certificate for
natural persons issued by the Royal Mint of Spain (Fábrica Nacional
de Moneda y Timbre-Real Casa de la Moneda - FNMT-RCM) or, in the
case of a legal entity, their current and valid electronic
certificate of legal entity proxy.
The Accreditation process via Remote Attendance Portal will be
enabled on March 1, 2024, and will be closed at 11:00 am on the day
on which the General Meeting is held. However, to ensure the
correct processing of the supporting documentation verifying their
identity and legitimacy, it is recommended that all shareholders-or
their proxies-who wish to attend using remotely complete the
Accreditation process sufficiently in advance, with it being
recommendable to do so no later than March 14,
2024.
In
order for the General Meeting to take place in an orderly manner
and for the proper management of the remote attendance, once the
Accreditation process is completed in due time and form, remote
attendees must access the Remote Attendance Portal between 9:00 am
and 11:30 am on the scheduled day of the Meeting, as
follows:
a) via the online banking
website (www.bbva.es)
for remote attendees who are BBVA electronic banking users,
entering their online banking password;
b) via the Bank's corporate
website (www.bbva.com), under section "2024
General Meeting/Remote Attendance" for remote attendees who are not
BBVA electronic banking users, using the credentials generated in
the Accreditation process.
Only remote attendees who have completed the Accreditation
process in due time and form and have accessed the Remote
Attendance Portal between the indicated times may exercise their
rights remotely on the day of the General
Meeting.
Remote attendees who, in exercise of the shareholder rights
provided for in the Corporate Enterprises Act, wish to request any
information or clarification which they deem necessary in relation
to items on the agenda, publicly available information that the
Company has submitted to the National Securities Market Commission
since the last General Meeting, or in connection with the auditor's
report; or who wish to submit written proposals under the terms of,
and in accordance with, the Corporate Enterprises Act, may do so
through the Remote Attendance Portal, on the scheduled day of the
General Meeting from 9:00 am until the General Secretary finishes
reading (complete or summarized) the proposed resolutions submitted
to the General Meeting.
In
accordance with the provisions of the Corporate Enterprises Act,
valid requests for information or clarification submitted by remote
attendees will be answered by the Meeting Panel during the meeting,
or in writing within seven days of the General Meeting taking
place.
Remote attendees' right to vote shall be exercised through the
Remote Attendance Portal and in accordance with the provisions of
the Bank's General Meeting Regulations. Remote attendees will be
able to vote on the proposed resolutions on the agenda items from
the moment they access the Remote Attendance Portal, on the day on
which the Meeting is held, until the General Meeting Panel declares
the Meeting to be over. The vote on proposed resolutions which, by
legal mandate, do not need to be included on the Meeting's agenda
and must be put to a vote, shall take place once these proposals
are read out by the General Meeting Panel.
For any matters not explicitly covered in this call notice,
remote attendance at the General Meeting will be subject to the
provisions set out in the General Meeting Regulations and to the
rules set out on the
Company's corporate website (www.bbva.com), on the "2024 Annual
General Meeting/Remote
Attendance" section.
In
any event, shareholders' physical attendance at the venue where the
General Meeting is to be held will nullify any actions carried out
remotely via the Remote Attendance Portal.
REMOTE VOTING AND PROXIES PRIOR TO
THE MEETING
Those shareholders who do not wish to attend the General
Meeting in person can submit their vote or proxy remotely by
electronic or written means, prior to the General Meeting being
held, as indicated below.
ELECTRONIC VOTING AND PROXIES
Shareholders can exercise their voting and proxy delegation
rights by electronic means via the participation applications
rolled out on the Bank's corporate website
(www.bbva.com), the online banking
website (www.bbva.es)
or the most up-to-date version of the mobile banking application
BBVA España (hereinafter, the BBVA España app), which is available
free of charge at the Play Store and App Store.
In
order to prove their identity, and to guarantee the proper exercise
of their rights, shareholders who wish to vote or delegate a proxy
by electronic means must register and confirm their identity in the
following way:
a) Shareholders who use BBVA
electronic banking (who have a multichannel contract with the
Bank) can confirm their identity to vote or delegate a proxy
electronically, by entering the passcode they use to access and
carry out transactions in the online banking website
(www.bbva.es) or the BBVA España
app.
b) Shareholders who do not use
BBVA electronic banking and shareholders who are legal entities,
through their valid proxy, can verify their identity to vote or
delegate a proxy electronically through the use of their Electronic
National Identity Document (DNIe) or their digital certificate for
natural persons issued by the Royal Mint of Spain (Fábrica Nacional
de Moneda y Timbre-Real Casa de la Moneda - FNMT-RCM) or, in the
case of a legal entity, their current and valid electronic
certificate of legal entity proxy.
Shareholders may exercise their voting and delegation rights
by electronic means, prior to the General Meeting, from February
16, 2024 until 12:00 pm on the day before the General Shareholders'
Meeting is held on first call, i.e. 12:00 pm on March 13, 2024, as
follows:
a) for shareholders who use
BBVA electronic banking, through the online banking
website(www.bbva.es) or the BBVA España
app; and
b) for shareholders who do not
use BBVA electronic banking and shareholders who are legal
entities, via the "2024 Annual General Meeting/Electronic Vote and
Proxy" section of the Company's corporate website (www.bbva.com).
In
both cases, shareholders must fill in the relevant forms and follow
the instructions provided in each case in order to exercise each of
these rights.
All information relating to remote voting and/or delegation of
proxies will be available for its consultation on the "2024 General
Meeting" section of the Company's corporate website (www.bbva.com).
WRITTEN VOTING AND PROXIES
Shareholders who do not wish to attend the General Meeting in
person, can also remotely cast their vote or submit a proxy
delegation in writing, using the voting or delegation form included
on the attendance card, which can be requested and submitted at any
BBVA branch office in Spain. In this regard, it is hereby
stated that any shareholder entitled to attend may be represented
at the General Meeting by another person, who need not necessarily
be a shareholder.
Shareholders wishing to vote by post may apply to the Company,
as from the date of publication of this call notice for the General
Meeting, through the Shareholder Office or at any BBVA branch
office in Spain, requesting the issue of the relevant document for
postal voting in their name. Once completed according to its
instructions and within the deadlines established, it must be sent
by registered post with acknowledgment of receipt to the
Shareholder Office at calle Azul 4, 28050 Madrid, to be processed
and counted.
In
order to be processed, remotely cast proxies and votes must be
received, at least, 24 hours prior to the scheduled date of the
General Meeting on first call. Any proxies or votes that arrive
after this time will not be counted.
In
any case, shareholders must fill in the relevant forms and follow
the instructions printed on the attendance card in order to
exercise each of these rights.
REVOCATION OF VOTE OR
PROXY
Shareholders' personal or remote attendance at the General
Meeting will revoke any vote or proxy previously
submitted.
Additionally, proxies may be revoked at any time by the same
means used to delegate them.
RIGHT TO INFORMATION
Shareholders may request, up to five days before the scheduled
date of the General Meeting, that directors provide any information
or clarifications that they may deem necessary, or submit written
queries regarding items on the agenda, information accessible to
the public as provided by the Company to the National Securities
Market Commission since the previous General Meeting and regarding
the auditor's report.
Shareholders wishing to exercise their right to information
may do so in writing, addressing their correspondence to the
Shareholder Office at calle Azul 4, 28050 Madrid, Spain; or by
email to the address given in the "Right to Information" section of
the "2024 General Meeting" page of the
Company's corporate website (www.bbva.com), following the
instructions therein.
From the time of this calling, any shareholder may request at
the registered office (Plaza de San Nicolás, 4, Bilbao, Spain) or
review on the Company's corporate website
(www.bbva.com), on the "2024 General
Meeting" page, the full texts of the proposed resolutions submitted
for the approval of the General Meeting and the directors' reports
on the agenda items where legally required, if so desired; the
annual financial statements and management reports, both individual
and consolidated, for the 2023 financial year, which include the
non-financial information report of the Bank and its consolidated
Group, and which will be submitted for the approval of the General
Meeting, together with the corresponding statutory auditors'
reports; the Annual Corporate Governance Report for the 2023
financial year; the curriculum vitae, category (status) and
mandatory proposals and reports on the re-election and appointment
of directors proposed under agenda item Two; the Board of
Directors' report on the proposals submitted under agenda items
Three and Four; and the Annual Report on BBVA Directors'
Remuneration for the 2023 financial year, as well as the remaining
legal documentation related to the General
Meeting.
In
addition, shareholders will have access to the reports of the
directors and the independent expert/statutory auditor-who is
appointed by the Commercial Registry and is distinct from the
Company's auditor-that have been issued since the previous General
Meeting regarding the use of the delegation to issue contingently
convertible securities ("CoCos"), which will also be presented to
the General Meeting and which have been published and made
available to shareholders at the time of their
issuance.
Shareholders may obtain and request all the aforementioned
documents be delivered or sent to them immediately and free of
charge.
Likewise, between the time of publication of this calling and
the General Meeting, all documents and information relating to the
Annual General Shareholders' Meeting will be available for its
consultation in the "2024 General Meeting" section of the Company's
corporate website (www.bbva.com).
ONLINE SHAREHOLDER
FORUM
Pursuant to the provisions of Article 539.2 of the Corporate
Enterprises Act, for the calling of the General Meeting, BBVA has
set up an Online Shareholders Forum (hereinafter, the Forum) on the
Company's corporate website (www.bbva.com), for the legally
established purpose, which individual shareholders and duly
authorized voluntary associations of shareholders may access with
due protections, in accordance with Article 539.4 of the Corporate
Enterprises Act.
The Forum may be used to publish proposals that are intended
to be submitted as supplements to the agenda listed in the calling,
requests to second these proposals, initiatives to achieve the
percentage of votes required to exercise the minority right
established by Law and offers or calls for voluntary proxies, in
accordance with the instructions published on the Bank's corporate
website (www.bbva.com) for this
calling.
The Forum is not a channel for communication between the
Company and its shareholders and is intended solely to facilitate
communication between BBVA shareholders for the calling of the
General
Meeting before it is held. As such, the Forum is not a channel
to be used for attending the General
Meeting remotely.
In
order to prove their identity, shareholders who wish to access and
use the Forum must have a passcode. In so doing, shareholders must
follow the relevant rules and instructions provided on the "2024
General Meeting" section of the Bank's corporate website
(www.bbva.com).
To
register in the Forum, shareholders who are electronic banking
users (who have a multichannel contract with the Bank) may log on
via the online banking web page (www.bbva.es), entering the same credentials they use to
access the online banking website (www.bbva.es) and use its online banking
features.
Shareholders who do not use electronic banking and
shareholders who are legal entities, through their valid proxy, may
register and obtain a passcode to log on to the Forum, through the
Bank's corporate website (www.bbva.com), under section "2024
General Meeting/Electronic Shareholder Forum", by using their
Electronic National Identity Document (DNIe) or their digital
certificate for natural persons issued by the Royal Mint of Spain
(Fábrica Nacional de Moneda y Timbre-Real Casa de la Moneda -
FNMT-RCM) or, in the case of a legal entity, their current and
valid electronic certificate of legal entity
proxy.
SUSPENSION OF ELECTRONIC
SYSTEMS
The Bank will not be liable for any damages that may be
incurred by shareholders or their proxies as a result of any
breakdowns, overloads, line failures, connection faults or other
eventualities of the same or similar sort, beyond the Bank's
control, that may prevent the use of the mechanisms enabled for
shareholders to exercise, via remote means of communication, their
rights regarding the General Meeting.
The foregoing applies notwithstanding the adoption of the
measures required in each situation, in particular when this is
advisable or necessary for technical or security reasons, trying to
ensure that shareholders or their proxies can exercise their
rights.
GENERAL INFORMATION
Shareholders may consult the Company's Bylaws and the General
Meeting Regulations on the Company's corporate
website (www.bbva.com) for information relating
to the General Meeting that is not provided in this
notice.
Likewise, for more information, shareholders can contact the
Shareholder Office at calle Azul, 4, 28050, Madrid, Spain, from
09:00 am to 06:00 pm, Monday through Friday; telephone the
Shareholder Helpline at (+34) 91 224 98 21 from 08:00 am to 10:00
pm, Monday through Friday; or send an email to the mailbox
accionistas@bbva.com.
Shareholders are informed that the Company's corporate
website (www.bbva.com) will be kept up-to-date
with the measures that may be taken for holding the General Meeting
and may be of interest to shareholders or their
representatives.
NOTARY PUBLIC AT THE GENERAL
MEETING
The Board of Directors has resolved to require the presence of
a notary public to record the minutes of the General Meeting,
pursuant to Article 203 of the Corporate Enterprises Act and
Article 101 of the Commercial Registry
Regulations.
PERSONAL DATA
PROCESSING
In
accordance with the provisions of Organic Law 3/2018, of 5
December, on Personal Data Protection and digital rights guarantee, BBVA will process the shareholders'
personal data and, where applicable, that of its proxies in
accordance with the provisions of the document on processing of
personal data which can be consulted at the following
link: accionistaseinversores.bbva.com/PTDA.
Rights to access, amend, oppose, suppress, transfer and limit
processing may be exercised in accordance with the aforementioned
document.
NOTE
Shareholders are informed that, in the event that, between the
calling and the scheduled date for holding the Meeting, there are
extraordinary circumstances-beyond the Company's
control-which make
impossible holding the General Meeting at the planned venue
referred to in this call notice, or at a different venue to the one
initially envisaged within the same municipal district, the General
Meeting would be held entirely remotely, this is, without the
physical attendance of the shareholders or their proxies, in
accordance with the means, timeframes and procedures already
established in the "Remote Attendance" section of this call notice,
supplemented by the additional requirements set forth in the
applicable legal and statutory provisions applicable to this type
of meetings, which have been published on the "2024 Annual General
Meeting/Remote Attendance" section of the Company's corporate
website (www.bbva.com).
The Company, in this case, will inform shareholders, through
the Company's corporate website (www.bbva.com) and the daily press, as
soon as it were reasonably possible, of the existing extraordinary
circumstances and the measures adopted in relation to the holding
of the General Meeting.
Shareholders are informed that the General Meeting will be
streamed on the Company's corporate website
(www.bbva.com).
THE GENERAL MEETING IS SCHEDULED TO BE HELD, ON SECOND CALL,
ON MARCH 15, 2024
AT
THE TIME AND PLACE INDICATED, UNLESS SHAREHOLDERS ARE NOTIFIED
OTHERWISE THROUGH THE DAILY PRESS AND THE BANK'S CORPORATE WEBSITE
(www.bbva.com).
Bilbao, February 9, 2024, the General Secretary and Secretary
of the Board of Directors.
PROPOSED RESOLUTIONS UNDER AGENDA ITEM ONE OF THE ANNUAL
GENERAL SHAREHOLDERS' MEETING OF BANCO BILBAO VIZCAYA ARGENTARIA,
S.A. TO BE HELD ON MARCH 15, 2024
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, 2023.
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, 2023.
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 2023 in the amount of EUR 4,807,412,888.42
(four billion, eight hundred and seven million, four hundred and
twelve thousand, eight hundred and eighty-eight euros and forty-two
cents of euro), as follows:
● The amount
of EUR 3,228,872,429 (three billion, two hundred and twenty-eight
million, eight hundred and seventy-two thousand, four hundred and
twenty-nine euros) to the payment of dividends, of
which:
a) EUR
952,075,680.80 (nine hundred and fifty-two million, seventy-five
thousand, six hundred and eighty euros and eighty cents of euro)
has already been paid in full prior to this Annual General Meeting
as an interim dividend on account of the 2023 dividend, in
accordance with the resolution adopted by the Board of Directors at
its meeting held on 27 September 2023; and
b) the remaining
EUR 2,276,796,748.20 (two billion, two hundred and seventy-six
million, seven hundred and ninety-six thousand, seven hundred and
forty-eight euros and twenty cents of euro) will be allocated to
the payment of the final dividend for the year 2023 in a gross
amount of EUR 0.39 (thirty-nine 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 2024.
In this respect, it is resolved to
ratify, insofar as necessary, the resolution adopted by the Board
of Directors on 27 September 2023 approving the payment of the
aforementioned amount as an interim dividend on account of the 2023
dividend.
● The
remaining profit, that is, the amount of EUR 1,578,540,459.42 (one
billion, five hundred and seventy-eight million, five hundred and
forty thousand, four hundred and fifty-nine euros and forty-two
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 2023.
PROPOSED RESOLUTIONS UNDER AGENDA ITEM TWO OF THE ANNUAL
GENERAL SHAREHOLDERS' MEETING OF BANCO BILBAO VIZCAYA ARGENTARIA,
S.A. TO BE HELD ON MARCH 15, 2024
The re-election of José Miguel
Andrés Torrecillas, Jaime Félix Caruana Lacorte, Ana Cristina
Peralta Moreno and Jan Paul Marie Francis Verplancke as members of
the Board of Directors, with the status of independent directors,
for the statutory mandated period of three years, is submitted to
the General Meeting, at the proposal of the Appointments and
Corporate Governance Committee.
Likewise, the re-election of Belén
Garijo López as member of the Board of Directors, with the status
of other external director, for the statutory three-year period, is
submitted to the General Meeting, following a favorable report from
the Appointments and Corporate Governance Committee.
Lastly, the appointment of Enrique
Casanueva Nárdiz, as independent director, and Cristina de Parias
Halcón, as other external director, as members of the Board of
Directors for the statutory three-year period, are submitted to the
General Meeting, at the proposal of the Appointments and Corporate
Governance Committee.
The proposed re-elections and
appointments 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 proposal for the
reappointment of Belén Garijo López with the favorable report of
the Appointments and Corporate Governance Committee. In the case of
the proposed appointment of Cristina de Parias Halcón, it is noted
that, although the status of other external director is proposed,
this comes from the Appointments and Corporate Governance
Committee, which has issued a reasoned proposal that includes all
relevant information for the purposes of sections 4 and 6 of
Article 529 decies of the Corporate Enterprises Act. These reports
and reasoned proposal have been made available to shareholders as
of the date on which the call notice of the General Meeting was
made public.
Consequently, it is proposed that
the General Meeting:
2.1.
Re-elect José Miguel Andrés Torrecillas, 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 independent director, for the statutory three-year
period.
2.2.
Re-elect Jaime Félix Caruana Lacorte, 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 independent director, for the statutory three-year
period.
2.3.
Re-elect Belén Garijo López, 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 other external director, for the statutory three-year
period.
2.4.
Re-elect Ana Cristina Peralta Moreno, 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 independent director, for the statutory three-year
period.
2.5.
Re-elect Jan Paul Marie Francis Verplancke,
of legal age, of Belgian 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.
2.6.
Appoint Enrique Casanueva Nárdiz, 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 independent director, for the statutory three-year
period.
2.7.
Appoint Cristina de Parias Halcón, 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 other external director, for the statutory three-year
period.
Pursuant to the provisions of
paragraph 2 of Article 34 of the Company's Bylaws, the number of
Board Members shall be determined as a result of the resolutions
adopted under this item on the Agenda, which shall be reported to
the General Meeting for the corresponding purposes.
PROPOSED RESOLUTIONS UNDER AGENDA ITEM THREE OF THE ANNUAL
GENERAL SHAREHOLDERS' MEETING OF BANCO BILBAO VIZCAYA ARGENTARIA,
S.A. TO BE HELD ON MARCH 15, 2024
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-SIX MILLION,
FIFTY-NINE THOUSAND, SEVENTY-EIGHT EUROS AND SIXTY-TWO EURO CENTS
(EUR 286,059,078.62), corresponding to FIVE HUNDRED AND
EIGHTY-THREE MILLION, SEVEN HUNDRED AND NINETY-FOUR THOUSAND AND
THIRTY-EIGHT (583,794,038) 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.
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 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.
Two.- Nullify, for the unused
part, the share capital reduction resolution adopted by the Annual
General Shareholders' Meeting held on 17 March 2023, under item
three of the agenda.
PROPOSED RESOLUTION UNDER AGENDA ITEM FOUR OF THE ANNUAL
GENERAL SHAREHOLDERS' MEETING OF BANCO BILBAO VIZCAYA ARGENTARIA,
S.A. TO BE HELD ON MARCH 15, 2024
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 6, 2024, and
which has been made available to shareholders as of the date on
which this General Meeting was convened.
PROPOSED RESOLUTIONS UNDER AGENDA ITEM FIVE OF THE ANNUAL
GENERAL SHAREHOLDERS' MEETING OF BANCO BILBAO VIZCAYA ARGENTARIA,
S.A. TO BE HELD ON MARCH 15, 2024
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.
PROPOSED RESOLUTION UNDER AGENDA ITEM SIX OF THE ANNUAL
GENERAL SHAREHOLDERS' MEETING OF BANCO BILBAO VIZCAYA ARGENTARIA,
S.A. TO BE HELD ON MARCH 15, 2024
Approve, on a consultative basis,
the Annual Report on the Remuneration of Directors of Banco Bilbao
Vizcaya Argentaria, S.A. corresponding to financial year 2023,
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.
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Born in 1955
Spanish national
Graduate in Economic and Business
Sciences from the Complutense University of Madrid
Postgraduate studies in Management
Programmes at IESE, Harvard and IMD
Professional background:
1977 - 1987 External auditor
1987
Partner at Ernst & Young
1989 -
2004 Managing
Partner of the Banking Group at Ernst & Young
2001 - 2004 General Managing Partner for Audit and Advisory Services at
Ernst & Young Spain
2008 - 2013 Managing Director of the Audit and Advisory practices at Ernst
& Young Italy and Portugal
2004 - 2014
Chair at Ernst & Young Spain
Other positions:
He has been member of the Official
Registry of Auditors (ROAC); of the Registry of Economic Auditors
(REA); of the Governing Board of the Spanish Institute of Financial
Analysts; of the Empresa y Sociedad Foundation; of the Spanish
Institute of Chartered Accountants; of the Advisory Board of the
Institute of Internal Auditors; and of the Institute of Chartered
Accountants in England & Wales (the ICAEW). Likewise, he has
been member of the Board of Directors of the company Zardoya Otis,
S.A.
He was appointed director of BBVA on
13 March 2015 and Deputy Chair of the Board of Directors on 29
April 2019.
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Born in 1952
Spanish national
Telecommunications Engineer by the
ETSIT (Escuela Técnica Superior de Ingenieros de Telecomunicación)
of the Universidad Politécnica de Madrid
Commercial Technician and State
Economist (Técnico Comercial y Economista del Estado)
Professional background:
1979-1984
Ministry of Commerce. General Manager of Imports, Subdelegation of
Commerce and Spanish Institute of Foreign Commerce
(ICEX)
1984-1987
Commercial Attaché in the Spanish Commercial Office in New
York
1987-1996
General Manager and Chief Executive Officer in Renta 4 and in its
investment fund
manager
1996-1999
General Manager of Treasury and Financial Policy, director of the
Bank of Spain and of the Spanish National Securities Market
Commission. Spanish representative in the Monetary Committee of the
European Union and Director of the Spanish Net Equity Stakes
(Sociedad Estatal de Participaciones
Patrimoniales)
1999-2000
General Manager of Banking Supervision at the Bank of
Spain
2000-2006
Governor of the Bank of Spain and member of the Governing Council
of the European Central
Bank
2003-2006
Chair of the Basel Banking Supervisory
Committee
2006-2009
Head of Monetary, Capital Markets Department and Financial
Counselor and General Manager at the International Monetary Fund
(IMF)
2009-2017
General Manager of the Bank of
International Settlements (BIS)
Other positions:
2004-2009
Member of the International Advisory Committee of
the CBRC (China Banking Regulatory
Commission)
2003-2017
Member of the Financial Stability Board (previously, Financial
Stability
Forum)
2013-2017
Member of the Group of Trustees of the Principles for Stable
Capital Flows and Fair Debt Restructuring
2019-2023
Member of the International Advisory Committee of the China Banking
and Insurance Regulatory Commission's
(CBIRC)
Since
2003 Member
of the Group of 30 (G-30)
He was appointed director of BBVA on
16 March 2018.
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Born in 1960
Spanish national
Graduate in Medicine from
Universidad de Alcalá de Henares - Madrid
Specialist in Clinical Pharmacology,
Hospital La Paz - Universidad Autónoma de Madrid
Master in Business and Management,
Ashridge Management School - United Kingdom
Professional background:
Abbott Laboratories
1989 -
1994 Medical Director - Madrid, Spain
1994 -
1996 International Medical Director - Illinois,
EEUU
Rhône-Poulenc
1996 -
1999 Director of Oncology- Madrid, Spain
Aventis Pharma
1999 -
2000 Director of Oncology, Central Nervous System and Insulin-
Madrid, Spain
2000 -
2002 Global
President of Oncology- New Jersey, EEUU
2002 -
2004 General
Manager - Madrid, Spain
Sanofi Aventis
2004 - 2006
General
Manager - Barcelona, Spain
2006 -
2011
President of Commercial Operations for
Europe and Canada - Paris, France
Merck - Frankfurt, Germany
2011 -
2013 Chief
Operating Officer of Merck
Serono
2013 -
2015 President
& CEO of Merck Serono
2015 -
2020 Member of the
Executive Board and CEO of Merck Healthcare
2020 - 2021 Vice Chair of the Executive Board and Deputy CEO of Merck
Group
May 2021
Chair of the Executive Board and CEO of
Merck Group
Other positions:
•
Chair European side of EU-Japan Business Round Table
•
Member of Executive Committee of German Chemical Industry
Association
•
Member of the European Round Table for Industry
•
Member of The Business Council
•
Independent member of the Board of Directors of L'Oréal
She is expected to resign from her
position as director of L'Oréal on occasion of the holding of the
Ordinary General Shareholders Meeting of said company.
She was appointed director of BBVA
on 16 March 2012.
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Born in 1961
Spanish national
Degree in Economic and Business
Sciences by the Universidad Complutense de Madrid
Master in Financial Management at
the CEF (Madrid, Spain); Program for Management Development (PMD)
at Harvard Business School; and Senior Management Program (PADE) at
IESE
Professional background:
1989-1990
Spanish Commercial
Office in London, ICEX
Bankinter
1990-1994
Analyst at the Risks Area
1994-1998
Director of Asset Transactions. SME Division
1999-2002
Director of the Internet Office
2002-2004
Director of the Chair's Office
2004-2008
Chief Risk Officer. Member of the
Management Committee
Banco Pastor
2008-2011
General Director of
Risks. Member of the Management Committee
Other positions:
2012-2018
Senior Advisor at Oliver Wyman Financial
Services
2013-2014
Independent Director at Banco Etcheverría
2015-2018
Independent Director at Deutsche Bank, SAE
2017-2018
Independent Director at Grupo Lar Holding Residencial
S.A.U.
Since
2016
Independent Director at Greenergy Renovables, S.A.
Since
2019
Independent Director at Inmobiliaria Colonial, SOCIMI,
S.A.
Since
2019 Member
of the Professional Board of
ESADE
She was appointed director of BBVA
on 16 March 2018.
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Born in 1963
Belgian national
Bachelor in Science, Computer
Science, at the Programming Centre of the North Atlantic Treaty
Organization (NATO), in Belgium
Professional background:
1985-1988 Programmer at
the Belgian air forces
Levi Strauss
1988-1989
IT analyst (Belgium)
1990-1993
Head of IT Resources (Switzerland)
1994-1998
Vicepresident and Chief of Architecture (USA)
1998-1999
Vicepresident of Information of the Youth
Category (USA)
Dell
1999-2004
Vicepresident of Technology and Chief
Information Officer, in the EMEA region (United Kingdom)
Standard Chartered Bank
2004-2015
Director, Chief
Information Officer, Group Head of Technology and Banking
Operations (Singapore)
Other positions:
2006-2009
Non-executive director at Cambridge Solutions
(India)
2008-2011
Non-executive director at Monitise (United Kingdom)
Since
2017 Advisor
to the internal consultation board at Abdul Latif Jameel (Saudi
Arabia)
Since
2022 CEO of
Vestraco, S.à.r.L.
He was appointed director of BBVA on
16 March 2018.
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Born in 1961
Spanish national
Industrial Engineer by Universidad
Politécnica - Madrid
Master of Business Administration
(MBA), with a major in finance and strategy from the Massachusetts
Institute of Technology (MIT) (Fulbright) - Cambridge, United
States
Professional background:
1985-1987
Procter & Gamble
Brand Assistant
Assistant Brand Manager
1988-1989
McKinsey & Co: Associate
1989-1995
Goldman Sachs
Associate, Investment Banking (1989
- 1990)
Executive Director, Investment
Banking (1991 - 1995)
1995-2000
Banco Santander: Managing Director of
Investment Banking, Spain and Portugal at Santander
Investment
2000-2017
J.P. Morgan
Managing Director, head of
Investment Banking Spain and Portugal (2000 - 2006)
Chair and CEO Spain and Portugal.
Member of the Steering Committee of EMEA (2006 - 2015)
Head of Southern Europe, Nordic
countries, Central and Eastern Europe, Ireland and Israel. Member
of the Executive Committee of EMEA (2015 - 2017)
He is currently senior advisor at
J.P. Morgan EMEA, position he will relinquish before taking up his
duties as BBVA director.
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Born in 1965
Spanish national
Graduated in Law from the
Universidad de Sevilla
Master of Business Administration
(MBA), IESE Business School - Barcelona
Professional background:
1988-1989
Banesto: Commercial Department in Paris
office
1991-1998
Citibank
Deputy head of Marketing
Department
Head of Marketing & Multichannel
to Retail Customers
Head of Personal Banking Business
Unit (CitiGold)
1998-2019
BBVA
Personal Banking and Banco Directo
Commercial Manager
Head of the Payments Business Units
(credit cards, merchants and ATMs)
Head of BBVA's Consumer Finance
Company (Finanzia) and CEO of Uno-e Bank
Head of New Digital Businesses
Development
Head of Central Business
Area
Country Manager, Spain and
Portugal
She was a founding director of
Iberia Cards, a member of the board of directors of Servired and
Sermepa (now Redsys) and a member of the General Council of the AEB
and of the Management Committee of the Fondo de Garantía de
Depósitos (Spain's deposit guarantee scheme).
She has also served as a director of
the portfolio of digital start-ups in which BBVA has a stake:
Strands, Adquira, Blue Indico Investments, Solium, Rent&Tech,
Globalnet and Econta. In addition, she has been a director of BBVA
Finanzia and BBVA Portugal, Chair of the Board of Catalunya Caixa
until its merger with BBVA in 2016, and Chair of BBVA
Seguros.
She is currently an independent
director of Endesa, S.A. and Sanitas Seguros, as well as a director
of BBVA México, S.A., Institución de Banca Múltiple, Grupo
Financiero BBVA México and Grupo Financiero BBVA, S.A. de C.V., a
member of the Board of Trustees of the BBVA Microfinance Foundation
and President of IESE Alumni Madrid and Vice President of the IESE
Alumni Executive Committee.
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