BBVXF Banco Bilbao Vizcaya Argentari (PK)

As an essential part of the BBVA’s Corporate Governance System, the corporate bodies play a key role as they are responsible for making the Group’s most important decisions, while also overseeing and controlling the management and the business.

Among BBVA’s corporate bodies firstly include the General Shareholders’ Meeting, as the supreme body for deliberating and deciding on the most important matters to which all the Bank’s

shareholders are called to exercise the powers assigned to it in the Bylaws, in its Regulations and in the applicable legislation.

BBVA has a varied and diverse shareholder base, both in terms of geographical origin and type of shareholder. 91,39%¹ of the Company’s share capital is admitted to unrestricted trading on the stock markets (free float), and there is no controlling shareholder.

The Board of Directors is a key element of the Corporate Governance System and combines supervisory and control functions over the management of the Bank and its Group along with management functions, making some of the most important decisions for the Group, delegating the ordinary running of the business and the pursuit of the strategy to the executive team.

The Board is composed of a total of 15 Directors at year-end 2023, of whom 2 are executive Directors and, of the remaining 13 non-executive Directors, 10 are independent and the remaining 3 are external Directors.

The Board of Directors has a clear assignment of functions between the various bodies and persons and is subject to robust checks & balances to ensure its proper functioning, avoiding the concentration of power in a single person or body.

The BBVA’s Corporate Governance System is under constant review and improvement, thus ensuring its progressive evolution and alignment with the interests of the Group and its various stakeholders. Aside from having a strong level of independence the Board also has a Lead Independent Director, who performs the duties established in Article 21 of the Board Regulations, including interaction with the other Directors and acting as engagement contact for investors and supervisors.

The members of the Board of Directors have the knowledge, experience and skills needed to perform their duties, resulting in an appropriate composition of the Board as a whole. In order to ensure that the composition is appropriate at all times, the Board analyses its composition, to ensure the necessary diversity and the alignment of the Board with the strategic needs and priorities of the Group. This is further enhanced by the continuous training programmes that all

Board members must undergo, in which they receive training from experts in various strategic matters for the Group. On the other hand, members of the Board of Directors of BBVA have high levels of commitment and dedication which allows the Board to carry out its functions of monitoring the activity carried out by the management team and decision making.

The Committees play a key role in BBVA’s Corporate Governance System insofar as they support the Board in decision-making and in the supervision and control of the Group’s management and the decisions taken in execution thereof, based on a distribution of functions among the various Committees and a composition based on the appointment of members with specific knowledge and experience within their respective fields.

The balance of power in the Board is reflected in the existence of an executive Chair and a Chief Executive Officer, with separate positions and a differentiated allocation of roles and responsibilities, which is complemented by the role of the Lead Independent Director.

Within this structure, the Chair is responsible for driving the Group’s strategy and transformation process, as well as the Bank’s institutional representation and the leadership of the Board of Directors, while the CEO, who also reports directly to the Board of Directors on which he holds a seat, is responsible for steering the Group’s business and managing its day-to-day operations.

In the performance of their duties, BBVA‘s executive Directors are assisted by the other members of the Group’s Senior Management, whom they direct and coordinate in the development of their activity and in their validation and reporting to the corporate bodies.

At year-end, BBVA‘s share capital amounted to EUR 2,860,590,786.20€, represented by 5,837,940,380 shares (5,837,940,380 voting rights), all of the same class and series, and all fully subscribed for and paid up. There are no shares that do not represent capital.

BBVA’s shares are admitted to trade on the stock exchanges in Madrid, Barcelona, Bilbao and Valencia, through the Spanish Stock Exchange Interconnection System (Continuous Market), as well as on the stock exchanges in London and Mexico. BBVA’s American Depositary Shares (ADS) are traded on the New York stock exchange.

BBVA shareholders are not subject to statutory restrictions on the acquisition or transfer of shares, without prejudice to those established by law³.

BBVA has a geographically and structurally diversified shareholder base, in which international institutional stake represents more than 50% of the share capital.

At year-end, BBVA’s estimated free float was 91,39%. In accordance with the instructions for completing the Annual Corporate Governance Report, this figure has been obtained by deducting from the share capital the capital attributed to shares

held by: direct and indirect holders of significant shareholdings (section 3.2), members of the Board of Directors (section 5.1) and BBVA treasury stock (section 3.5), all at December 31, 2023.

There is no single natural person or legal entity that exercises or may exercise control over the Company, in accordance with Article 5 of the Securities Market Act.

The Company is not aware of any family, commercial, contractual or corporate relationships between significant shareholders and the Company and/or its Group.

Nor is it aware of any relevant relationships for either party, between the significant shareholders and the Directors.

At 31 December 2023, the total percentage of voting rights attaching to shares in the Company or through financial instruments held by directors amounted to 0.05%.

The following table breaks down Directors’ stakes:

The BBVA General Meeting held on 18 March 2022, under item 6º of the Agenda, passed a resolution to grant BBVA the authority, whether directly or through any of its subsidiaries, and for a period of no more than 5 years, to derivatively acquire BBVA shares as well as their subsequent disposal, by any means permitted by Law, noting, in particular, that (i) the nominal value of the shares acquired by means of this authorisation, in when added to those already owned by BBVA and its subsidiaries, may exceed 10% of BBVA’s subscribed share capital, or, where appropriate, any lower limit established by applicable legislation; (ii) the acquisition price per share may not be lower than the nominal value of the share, and must be under 10% higher than the share price or any other price associated with the shares at the time that they are acquired. It also authorised that the shares acquired through this authorisation be partially or totally set aside for employees or directors of BBVA or its subsidiaries, either directly or as a result of them exercising any option rights.

This delegated power was used in the following share buyback programmes:

The BBVA General Meeting held on 18 March 2022, under item 4º of the Agenda, passed a resolution to delegate to the Board the power to increase share capital for the statutory period of 5 years up to a maximum amount corresponding to 50% of BBVA’s share capital on the date of the authorisation. This may be done on one or several occasions by issuing new shares of any kind allowed by Law, with or without a premium, where the countervalue consists of cash consideration. The authorisation includes setting out the terms and conditions of the capital increase in any respect not provided for in the resolution, and the Board is authorised to wholly or partly exclude pre-emptive subscription rights in relation to any share capital increase carried out by virtue of the resolution, in compliance with applicable legal requirements. This power was limited insofar as the nominal amount of capital increases agreed or executed with exclusion of pre-emptive subscription rights or to cover the conversion of convertible issues also excluding pre-emptive subscription rights in use of the power given under the 5º item of the Agenda of the same General Meeting (without prejudice to the anti-dilution adjustments), described below, do not exceed the maximum nominal amount, in aggregate, of 10% of BBVA’s share capital at the time the power was given. To date, BBVA has not adopted any resolution using this delegated power.

The BBVA General Meeting held on 20 April 2021, under item 5º of the Agenda, passed a resolution to delegate to the Board the power to issue securities that will eventually be convertible into newly issued BBVA shares, for a period of 5 years, to meet regulatory requirements for their eligibility as capital instruments, in accordance with the solvency regulations and the applicable provisions and after obtaining the necessary authorisations, for a maximum overall amount of EUR 8,000,000,000, or its equivalent in another currency, with the ability to determine: (i) the terms, characteristics and conditions of issuances; (ii) the form, timing, assumptions, bases and methods of conversion; and (iii) the conversion rate. Moreover, the shareholders delegated to the Board the power to (i) increase BBVA’s capital by the amount necessary to meet the conversion commitments; and (ii) totally or partially exclude pre-emptive subscription rights of shareholders within the framework of a specific issuance, in compliance with applicable legal requirements and limitations.

Using this delegation of authority, BBVA has made two issues in 2023 of potentially convertible perpetual securities (additional Tier 1 capital instruments), excluding preemptive subscription rights, for amounts of 1 billion euros and 1 billion dollars.

On 18 March 2022, the BBVA General Meeting, under item 5º of the Agenda, resolved to delegate to the Board the power to issue securities convertible into newly issued BBVA shares (other than securities the conversion of which is contingent and intended to meet regulatory requirements for eligibility as capital instruments (CoCos), as referred to in the resolutions adopted at the Annual General Meeting of 20 April 2021, under item 5º of the Agenda), for a period of 5 years, in accordance with applicable provisions and after obtaining the necessary authorisations, for a maximum aggregate amount of EUR 6 billion, or its equivalent in any other currency, with a discretion to determine: (i) the terms, characteristics and conditions of issuances; (ii) the form, timing, assumptions, bases and methods of conversion; and (iii) the conversion rate. Moreover, the shareholders delegated to the Board the power to (i) increase BBVA’s capital by the amount necessary to meet conversion commitments; and (ii) exclude, in whole or in part, the pre-emptive subscription rights of the shareholders in the context of a specific issue, in compliance with the applicable legal requirements and limitations. This power is limited in the sense that the nominal amount of the capital increases agreed or executed to satisfy conversion of the issues carried out with exclusion of the pre-emptive subscription right by virtue of this power (without prejudice to anti-dilution adjustments) and any agreed or executed in use of the power under the 4º item on the Agenda of the same General Meeting, as described above, with exclusion of the pre-emptive subscription right, do not exceed a maximum nominal amount, in aggregate, of 10% of BBVA’s share capital. To date, BBVA has not adopted any resolution using this delegated power.

The BBVA General Meeting held on 17 March 2023, under item 3º of the Agenda, passed a resolution to be in effect until the next Annual General Meeting to reduce, once or several times, the share capital of BBVA up to a maximum of 10% of its capital at the time of the resolution, after obtaining the relevant regulatory authorisations, through the redemption of BBVA shares acquired through any mechanism with the aim of redeeming such shares and in accordance with the provisions of the applicable legislation and regulations. Execution of the resolution was delegated to the Board; it was further resolved to empower the Board to set out the terms and conditions of the reduction in anything not foreseen in the resolution.

Likewise, from 1 January 2023 until the aforementioned General Meeting of 17 March 2023, a similar resolution adopted at the General Meeting of 18 March 2022, under item 7º on the Agenda, was in force. It was never executed in 2023 and became ineffective after the approval of the resolution described in the preceding paragraph.

During the 2023 financial year, BBVA partially executed the capital reduction resolution adopted at the General Meeting of 17 March 2023 on two occasions, on 2 June and 19 December 2023, by reducing BBVA’s share capital by a nominal amount of EUR 31,675,343.91 and EUR 62,490,986.25, respectively, with a subsequent redemption against unrestricted reserves of 64,643,559 and 127,532,625 treasury shares, respectively, with a par value of EUR 0.49 each, purchased derivatively under the buy back programme described above and until then held as treasury shares.

The General Shareholders’ Meeting is BBVA’s most highest governing body, through which shareholders make decisions regarding key matters affecting the Company. The basic rules for its organisation and functioning, in accordance

with the Law and the Bylaws, are set out in the Regulations of the General Meeting which are available on the corporate website. No amendments were made to the Regulations of the General Meeting in 2023.

Article 23 of the BBVA’s Bylaws establishes that holders of 500 or more shares may attend both ordinary and extraordinary General Shareholders’ Meetings, provided that their shares are registered in the corresponding accounting register at least 5 days before the day on which the Meeting is scheduled, pursuant to the Securities Exchange and Investment Services Act and other applicable provisions, and who conserve at least that number of shares until the General Meeting is held. Holders of fewer shares may group together until they have at least that number, and name a representative. There is no minimum number of shares required to vote remotely.

Pursuant to the provisions of Article 8 of BBVA’s General Shareholder’s Meeting Regulations, votes may be delegated or exercise, by post, electronically or by any other means of remote communication,

provided that the shareholder confirms the identity of the person exercising their right to vote. For the purpose of constituting the General Shareholders’ Meeting, shareholders who vote remotely will be counted as present.

With regard to the exercise of voting rights, there are no legal or bylaw-mandated restrictions. Thus, in accordance with Article 31 of the Bylaws, each voting share will confer the right to one vote on the holder, whether present or represented at the General Shareholders’ Meeting, regardless of its disbursement. However, shareholders who are not up to date in the payment of the required outstanding disbursements, but only with respect to shares for which the required outstanding disbursements have not been paid and holders of non-voting shares are not entitled to vote.

In accordance with the provisions of the BBVA Bylaws, the quorum for the General Meeting to address general matters is the same as the quorum stipulated in Article 193 of the Corporate Enterprises Act. However, there are differences with the regime foreseen in Article 194 regarding the enhanced quorum for the General Meeting to address special matters, as detailed below.

Article 25 of BBVA’s Bylaws requires an enhanced quorum of two-thirds of the subscribed voting capital at first call and, at second call, 60% of such capital for the valid adoption of the following resolutions:

replacement of the corporate purpose, transformation, total spin-off, dissolution of the Company and amendment of the article of the Bylaws establishing this reinforced quorum.

With regard to the system for the adoption of corporate resolutions, at BBVA there are no differences with respect to the system set out in the Corporate Enterprises Act , nor have any decisions been reached, other than those established by Law, that would entail an acquisition, disposal, or the contribution to another company of core assets or other similar corporate operations, and that must be laid before the General Shareholders’ Meeting for approval.

Article 30 of the Bylaws ascribes to the General Shareholders’ Meeting the power to amend the Bylaws, and to confirm or rectify the manner in which they are interpreted by the Board of Directors, all in accordance with the quorum and system of majorities set out in the Corporate Enterprises Act and in Article 25 of the Bylaws described above.

Likewise, the amendment of BBVA’s Bylaws, due to its status as a credit institution, must be authorised by the Bank of Spain in accordance with Act 10/2014, of 26 June, on the regulation, supervision and solvency of credit institutions, and Royal Decree 84/2015, of 13 February, implementing that Act. However, in accordance with the aforementioned

regime, certain amendments (change of registered office within Spain, capital increases, incorporation of mandatory legal provisions, or those considered to have low materiality by the Bank of Spain) do not require prior authorisation, although they must be notified to the Bank of Spain so that they may be entered on Register of Credit Institutions.

Lastly, as a significant entity, BBVA is under the direct supervision of the ECB in cooperation with the Bank of Spain under the Single Supervisory Mechanism, and so the aforementioned authorisation of the Bank of Spain will be submitted to the ECB, prior to its resolution by the Bank of Spain.

BBVA has a “one-tier” management system in the form of a single collegiate body, namely the Board of Directors, which is collectively responsible for discharging the Bank’s most senior management of the Bank along with supervision and control of management, all aimed at achieving the Bank’s Purpose and best serving the corporate interest.

The rules on the functioning and internal regime of the Board of Directors, in accordance with applicable Law and the Bylaws, are set up in the Regulations of the Board of Directors which are available on the corporate website. No amendments were made to the Regulations of the Board of Directors in 2023.

At 31 December 2023, BBVA’s Board of Directors comprised a total of 15 Directors of whom 2 are executive Directors and 13 are non-executive Directors, in accordance with the resolution passed at the Annual General Shareholders’ Meeting held on 17 March 2023, under item 2 on the agenda, and within the limits established in the Bylaws (the maximum and minimum number of Directors provided for in the Bylaws is 15 and 5, respectively).

  Executive Directors

  Independent Directors