TIDMBVA
RNS Number : 3271F
Banco Bilbao Vizcaya Argentaria SA
18 March 2022
Banco Bilbao Vizcaya Argentaria, S.A. , in compliance with the
Securities Exchange legislation, hereby files
OTHER RELEVANT INFORMATION
Attached hereto is the text of the resolutions adopted by the
Annual General Shareholders' Meeting of Banco Bilbao Vizcaya
Argentaria, S.A. that has been held today.
Bilbao, 18 March 2022
R ESOLUTIONS OF THE ANNUAL GENERAL SHAREHOLDERS' MEETING OF
BANCO BILBAO VIZCAYA ARGENTARIA, S.A., HELD ON 18 MARCH 2022
RESOLUTIONS UNDER AGA ITEM ONE
1.1. Approve, under the terms set out in the legal
documentation, the individual and consolidated annual accounts and
management reports of Banco Bilbao Vizcaya Argentaria, S.A. and of
its Group for the financial year ending 31 December 2021.
Authorise the Chairman, Carlos Torres Vila, the General
Secretary and Secretary to the Board of Directors, Domingo Armengol
Calvo, and the Deputy Secretary to the Board of Directors, Rosario
Mirat Santiago, indistinctly and with powers of substitution, to
file the individual and consolidated annual accounts, management
reports and auditors' reports of Banco Bilbao Vizcaya Argentaria,
S.A. and of its Group, as well as to issue the corresponding
certificates pursuant to Article 279 of the Corporate Enterprises
Act and Article 366 of the Commercial Registry Regulations.
1.2. Approve the individual and consolidated non-financial
information report of Banco Bilbao Vizcaya Argentaria, S.A. and
that of its Group for the financial year ending 31 December
2021.
Authorise the Chairman, Carlos Torres Vila, the General
Secretary and Secretary of the Board of Directors, Domingo Armengol
Calvo, and the Deputy Secretary of the Board of Directors, Rosario
Mirat Santiago, so that any of them, indistinctly and with powers
of substitution, may complete (diligenciar), correct, formalise,
publish, interpret, clarify, extend, develop or execute any of the
documents indicated in the preceding paragraph.
1.3. Approve the proposed allocation of results of Banco Bilbao
Vizcaya Argentaria, S.A. for the 2021 financial year in the amount
of EUR 1,080,361,075.16 (one billion, eighty million, three hundred
and sixty-one thousand, seventy-five euros and sixteen euro cents),
in the following terms:
-- The amount of EUR 533,430,926.40 (five hundred and
thirty-three million, four hundred and thirty thousand, nine
hundred and twenty-six euros and forty euro cents) to the payment
of dividends, which has already been paid in full prior to this
General Shareholders' Meeting as an interim dividend for the 2021
financial year, in accordance with the resolution adopted by the
Board of Directors at its meeting held on 29 September 2021.
In this regard, it is agreed to ratify in all necessary respects
the resolution of the Board of Directors adopted on 29 September
2021, approving the distribution of the aforementioned amount as an
interim dividend for the 2021 financial year.
-- The rest of the result, that is, the amount of EUR
546,930,148.76 (five hundred and forty-six million, nine hundred
and thirty thousand, one hundred and forty-eight euros and
seventy-six euro cents), to the Company's voluntary reserves.
1.4. Approve the management of the Banco Bilbao Vizcaya
Argentaria, S.A. Board of Directors for the financial year
2021.
RESOLUTIONS UNDER AGA ITEM TWO
To approve a cash distribution from the voluntary reserves of
Banco Bilbao Vizcaya Argentaria, S.A. (the "Bank") in the amount of
TWENTY-THREE EURO CENTS (0.23 EUR) gross per outstanding share of
the Bank with the right to participate in said distribution. The
payment will be made to the shareholders on 8 April 2022.
RESOLUTIONS UNDER AGA ITEM THREE
On this item of the agenda, with the favourable reports of the
Appointments and Corporate Governance Committee, the re-election of
Mr. Carlos Torres Vila and Mr. Onur Genç, as members of the Board
of Directors, for the statutory period of three years, with the
status of executive directors, has been approved by the General
Meeting.
Likewise, following the proposal of the Appointments and
Corporate Governance Committee, the General Meeting has approved
the appointment of Ms. Connie Hedegaard Koksbang as member of the
Board of Directors, for the statutory period of three years, with
the status of independent director.
The approved re-elections and appointments are accompanied by
the report of the Board of Directors stipulated in article 529
decies of the Corporate Enterprises Act. These reports have been
made available to shareholders as of the date on which the
convening notice of the General Meeting was made public, together
with the favourable report of the Appointments and Corporate
Governance Committee pertaining the re-elections of Mr. Torres Vila
and Mr. Genç.
Consequently, the General Meeting has adopted the following
resolutions:
3.1. Re-elect Mr. Carlos Torres Vila, of legal age, Spanish
nationality and domiciled for these purposes at Calle Azul, 4,
Madrid, as a member of the Board of Directors, for the statutory
three-year period, with the status of executive director.
3.2. Re-elect Mr. Onur Genç, of legal age, Turkish nationality
and domiciled for these purposes at Calle Azul, 4, Madrid, as a
member of the Board of Directors, for the statutory three-year
period, with the status of executive director.
3.3. Appoint Ms. Connie Hedegaard Koksbang, of legal age, Danish
nationality, domiciled for these purposes at Calle Azul, 4, Madrid
and passport in force number 208662504, as a member of the Board of
Directors, for the statutory three-year period, with the status of
independent director.
Pursuant to paragraph 2 of article 34 of the Company Bylaws,
establish the number of directors that form part of the Board of
Directors of Banco Bilbao Vizcaya Argentaria, S.A. in 15.
RESOLUTIONS UNDER AGA ITEM FOUR
One .- To confer authority on the Board of Directors of Banco
Bilbao Vizcaya Argentaria, S.A. (the " Company " or the " Bank "),
as broad as necessary by law, to increase the Company's share
capital, subject to provisions in the law and in the Company Bylaws
that may be applicable at any time and prior obtaining of the
authorizations that may be necessary to such end, within the legal
term of five (5) years to be counted as from the date on which this
resolution is adopted, up to the maximum amount corresponding to
50% of the Bank's share capital at the time of this
authorization.
Likewise, to confer authority on the Board of Directors, as
broad as necessary by law, such that, in the manner it deems most
appropriate, it may:
(i) Resolve to increase the share capital, on one or several
occasions, by the amount and at the time that the Board of
Directors may decide within the limits established herein, by
issuing new shares, with or without voting rights, ordinary or
preferred, including redeemable shares or shares of any other type
permitted by law, with or without issue premium; the countervalue
of said shares comprising cash considerations. Also set the terms
and conditions of the share capital increase insofar as these are
not set in this resolution, including the determination of the
nominal value of the shares to be issued, their characteristics and
any privileges they may confer, as well as, where appropriate, the
inclusion of the right to redeem the shares, along with the
corresponding conditions and the exercise of such right by the
Company.
(ii) Freely offer the shares not subscribed within the period
established for the exercise of pre-emptive subscription rights,
should these be granted; to establish that, should it be
undersubscribed, the share capital increase would be rendered null
and void, pursuant to Article 507 of the Corporate Enterprises Act;
with the corresponding article of the Company Bylaws being
redrafted.
(iii) Where appropriate, request the listing of the shares
issued under this authority for trading on official or unofficial,
regulated or unregulated, organized or unorganized, domestic or
foreign secondary markets, performing the necessary and appropriate
actions and formalities for this purpose before the corresponding
public and/or private bodies, including any action, statement or
arrangement before the competent authorities of the United States
of America for the admission to trading of the shares represented
by ADSs (American Depositary Shares), or before any other competent
authority.
It is expressly recognized that the Company is subject to any
rules existing now or in the future regarding negotiation, and
especially trading, listing and delisting of the securities, and
the commitment that, should application be made for subsequent
delisting of the shares, this will be adopted pursuant to the
formal requirements under applicable regulations.
(iv) Pursuant to the Corporate Enterprises Act, totally or
partially exclude shareholders ' pre-emptive subscription rights
over any specific share issue that may be made hereunder, when the
corporate interest so requires, in compliance with any legal
requirements established to this end.
However, notwithstanding compliance with any other legal
limitations established for this purpose at any given time, the
power to exclude pre-emptive subscription rights will be limited,
such that the nominal amount of any share capital increases
resolved or effectively carried out with the exclusion of
pre-emptive subscription rights in use of this authority and those
that may be resolved or carried out to cover the conversion of
convertible issuances that may equally be made with the exclusion
of pre-emptive subscription rights in use of the authority
delegated under the following agenda item five of this General
Meeting (without prejudice to anti-dilution adjustments) may not
exceed the nominal maximum overall amount of 10% of the Bank's
share capital at the time of this authorization.
Two .- Nullify, for the unused part, the authority conferred by
the Annual General Shareholders' Meeting held on 17 March 2017,
under item four of the agenda.
Three .- To confer authority on the Board of Directors, in the
broadest terms, to exercise the authorization contained in the
first resolution above and to carry out any actions, procedures,
requests or applications that may be necessary or advisable for the
effectiveness of the authorization, authorizing the Board of
Directors to delegate to the Executive Committee (with the power to
subdelegate in turn); to the Chairman of the Board of Directors; to
the Chief Executive Officer; or to any other director; and to
empower, in the broadest terms, any Company proxy.
RESOLUTIONS UNDER AGA ITEM FIVE
One.- To confer authority on the Board of Directors of Banco
Bilbao Vizcaya Argentaria, S.A. (the " Company " or the " Bank "),
as broad as necessary by law, to issue securities convertible into
new Bank shares (other than contingently convertible securities,
envisaged to meet regulatory requirements for their eligibility as
capital instruments (CoCos) referred to in the resolutions adopted
by the Company's Annual General Shareholders' Meeting held on 20
April 2021, under agenda item five), subject to provisions in the
law and in the Company Bylaws that may be applicable at any time
and prior obtaining of the authorizations that may be necessary to
such end, on one or several occasions within the maximum term of
five (5) years to be counted as from the date on which this
resolution is adopted, up to the maximum total amount of SIX
BILLION EUROS (EUR 6,000,000,000), or the equivalent in any other
currency.
Likewise, to confer authority on the Board of Directors, as
broad as necessary by law, such that, in the manner it deems most
appropriate, it may:
(i) Resolve, establish and determine each and every one of the
terms, characteristics and conditions of each issue of securities
convertible into newly issued Company shares made under this
resolution, including, but not limited to, the type of securities
(which must be other than the aforementioned contingently
convertible securities (CoCos), issuance of which by the Board of
Directors is regulated by the resolutions adopted by the Annual
General Shareholders ' Meeting held on 20 April 2021, under agenda
item five) and their denomination; the amount, always within the
maximum overall amount indicated above; the issue date(s); the
interest rate; the issue price and, in the case of warrants and
similar securities, the issue price and/or issue premium, the
strike price-which may be fixed or variable-and the procedure, term
and other conditions applicable to the exercising of the right to
subscribe for or purchase the underlying shares; the number of
securities and the nominal value of each one; the form in which the
securities are to be represented; the form and conditions of the
distribution, the fixed or variable interest rate, and the dates
and procedures for payment of the coupon; the priority of the
securities and their potential subordination clauses; where
appropriate, the anti-dilution clauses; the applicable law; and,
where appropriate, the mechanisms for the collective organization
and association and/or representation and protection of the holders
of the securities issued, including the appointment of their
proxies.
(ii) Resolve, establish and determine the manner, timing and
scenarios for conversion and/or redemption; and the bases and
methods of conversion.
(iii) Resolve, establish and determine the conversion ratio,
which may be fixed or variable, within the limits set forth
below.
If the issue is carried out with a fixed conversion ratio, the
Company share price used for the purposes of conversion may not be
less than the greater of: (a) the arithmetic mean of the closing
prices of the Company share on the securities market or stock
market determined by the Board of Directors, during the period that
is established, which may not be more than three months or less
than fifteen trading days prior to the date on which the specific
issuance of convertible securities is approved; and (b) the closing
price of the Company share on the securities market or stock market
determined by the Board of Directors, on the day prior to the date
on which the specific issuance of convertible securities is
approved.
If the issuance is made with a variable conversion ratio, the
Bank share price used for the conversion must be the arithmetic
mean of the closing prices of the Company share on the securities
market or stock market determined by the Board of Directors, during
the established period, which may not be more than three months or
less than five trading days prior to the date on which the
conversion trigger event takes place. A premium or, where
appropriate, a discount-up to a maximum of 30%-may be applied to
the price per share. The premium or discount may be different for
each conversion date on each of the issuances or tranches.
Likewise, even if a variable conversion ratio is established, a
minimum and/or maximum reference price may be determined for the
shares for conversion, in the terms resolved by the Board of
Directors.
Subject to all other limits applicable under the regulations in
effect at any time, the value of the Company share for the purpose
of the ratio for converting the securities into shares may not be
less than the nominal value of the Company share at the time of
conversion, and securities may not be converted into shares when
the nominal value of the securities is less than that of the
shares.
For the purposes of conversion, the value of the convertible
securities will be their nominal value, and may or may not include
interest accrued and unpaid at the time of conversion, and any
rounding formulae considered suitable may be determined.
(iv) Request, where appropriate, the admission to trading of the
convertible securities issued by virtue of this delegation, and/or
the shares issued to cover their conversion, in official or
unofficial, regulated or unregulated, organized or unorganized
secondary markets, Spanish or foreign, and to carry out any
procedures or actions deemed necessary or advisable for this
purpose with regard to the corresponding public and/or private
bodies.
The Company hereby expressly submits to the regulations that
exist now or that could be enacted in the future with regard to
trading, and particularly with regard to contracting, retention and
exclusion from trading and the undertaking that, in the event that
exclusion from trading of the securities or shares is subsequently
requested, this will be adopted with the formalities required by
the applicable regulations.
(v) Increase the Bank's share capital by the amount necessary to
cover the conversion commitments or requests, within the limits
that, where applicable, are in force and available at any time,
being authorized to declare the issue undersubscribed, where
applicable, establishing the specifications of the Company shares
to be issued to cover the conversion of the securities, and to
redraft the corresponding article of the Company Bylaws.
If the issuance is convertible and callable, it may be
established that the Company reserves the right to choose, at any
given time and with the limits that, where applicable, are in force
and available at all times, between the conversion of shares from
the Company's new issue or an exchange for outstanding shares. It
may also be decided that the delivery should include a combination
of newly issued shares and outstanding shares, in full compliance
with the equal treatment of all holders of securities that are
converted and/or called on the same date.
(vi) Exclude, either fully or partially, the pre-emptive
subscription rights of shareholders within the framework of a
specific issuance, when the corporate interest so requires,
complying, in all cases, with the legal requirements and
limitations established for this purpose at any given time.
However, notwithstanding compliance with any other legal
limitations established for this purpose at any given time, the
power to exclude pre-emptive subscription rights will be limited,
such that the nominal value of any share capital increases resolved
or effectively carried out to cover the conversion of the issuances
in use of this authority (without prejudice to anti-dilution
adjustments) with the exclusion of pre-emptive subscription rights
and any others likewise resolved or carried out with the exclusion
of pre-emptive subscription rights in use of the authority
delegated under this General Meeting's agenda item four, does not
exceed the overall maximum nominal value of 10% of the Bank's share
capital at the time of this authorization.
Two.- To confer authority on the Board of Directors, in the
broadest terms, to exercise the authorization contained in the
first resolution above and to carry out any actions, procedures,
requests or applications that may be necessary or advisable for the
effectiveness of the authorization, authorizing the Board of
Directors to delegate to the Executive Committee (with the power to
subdelegate in turn); to the Chairman of the Board of Directors; to
the Chief Executive Officer; or to any other director, and to
empower, in the broadest terms, any Company proxy.
RESOLUTIONS UNDER AGA ITEM SIX
One .- To authorize derivative acquisition by Banco Bilbao
Vizcaya Argentaria, S.A. (the "Company" or "BBVA"), directly or via
any of its subsidiaries, for a maximum term of five (5) years as of
the date on which this resolution is approved, of BBVA shares at
any time and on as many occasions as it deems appropriate, by any
means permitted by law, including charging the acquisition to the
year's profits and/or unrestricted reserves, all pursuant to the
applicable legislation, and to subsequently dispose of the shares
acquired by any means permitted by law.
The derivative acquisition of BBVA shares will be subject to the
conditions established under applicable legislation, under any
external or internal regulation applicable at any time, and under
any restrictions that may be applied by any competent authority. In
this respect, the nominal value of the treasury stock acquired,
directly or indirectly, under this authorization, when added to the
treasury stock already held by the Company and its subsidiaries at
any time, will at no time exceed ten per cent (10%) of the
subscribed share capital of BBVA (or any other lower limit
established by the legislation applicable at any time).
Moreover, the acquisition price of BBVA shares will be subject
to the condition that this must not be below its nominal value or
ten per cent (10%) higher than the listing price or any other price
associated with the shares at the time of acquisition.
Authorization is expressly granted for the treasury shares
acquired by the Company or any of its subsidiaries hereunder to be
partially or totally set aside for workers or directors of the
Company or its subsidiaries, either directly or as a result of
exercising any option rights that they may hold.
This authorization, as from the time it has been approved,
replaces and renders null and void that granted by the Annual
General Shareholders' Meeting of the Company held on 16 March 2018,
in agenda item three.
Two .- To confer authority on the Board of Directors, in the
broadest terms, to exercise the authorization contained in the
previous resolution and to carry out any actions, procedures,
requests or applications that may be necessary or advisable for the
effectiveness of the authorization, authorizing the Board of
Directors to subdelegate such authority to the Executive Committee,
with express power to delegate this in turn; to the Chairman of the
Board of Directors; to the Chief Executive Officer; or to any other
director; and to empower, in the broadest terms, any Company
proxy.
RESOLUTIONS UNDER AGA ITEM SEVEN
One .- Approve the share capital reduction of Banco Bilbao
Vizcaya Argentaria, S.A. (the "Company" or "BBVA") by up to a
maximum amount of 10% of the share capital on the date of this
resolution (this is, by up to a maximum nominal amount of THREE
HUNDRED AND TWENTY-SIX MILLION, SEVEN HUNDRED AND TWENTY-SIX
THOUSAND, FOUR HUNDRED AND FORTY-TWO EUROS AND FORTY-TWO EURO CENTS
(EUR 326,726,442.42), corresponding to SIX HUNDRED AND SIXTY-SIX
MILLION, SEVEN HUNDRED AND EIGHTY-EIGHT THOUSAND, SIX HUNDRED AND
FIFTY-EIGHT (666,788,658) shares with a nominal value of FORTY-NINE
EURO CENTS (EUR 0.49), subject to obtaining, where appropriate, the
corresponding regulatory authorizations, through the redemption of
own shares acquired derivatively by BBVA, both those acquired by
virtue of the authorization granted by the BBVA General
Shareholders' Meeting held on 16 March 2018 under item three of the
agenda, and those that may be acquired by virtue of the
authorization, if appropriate, granted by this General
Shareholders' Meeting under item six of the agenda, through any
mechanism whose objective or purpose is redemption, all in
compliance with the provisions of the legislation or regulations in
force, as well as with any limitations that any competent
authorities may establish. The implementation period of this
resolution will end on the date of the next Annual General
Shareholders' Meeting, being rendered null and void from that date
in respect of the amount not executed.
The final figure for the share capital reduction will be set by
the Board of Directors, within the maximum amount referred to
above, based on the final number of shares that are purchased and
that the Board of Directors decides to redeem in line with the
delegation of powers approved below.
The share capital reduction does not involve the repayment of
shareholder contributions as the Company itself holds the shares to
be redeemed, and the share capital reduction will be recorded as a
charge to unrestricted reserves by provision of a restricted
reserve for redeemed share capital in the amount equal to the
nominal value of the shares redeemed, which may be disposed of only
under the same requirements as those stipulated for the share
capital reduction, as provided for in Article 335 c) of the
Corporate Enterprises Act, by which the Company's creditors will
not be entitled to exercise their right of opposition set forth in
Article 334 of the Corporate Enterprises Act.
To confer authority on the Board of Directors, in the broadest
terms, authorizing it to subdelegate to the Executive Committee
(which in turn, has subdelegation powers); to the Chairman of the
Board of Directors; to the Chief Executive Officer; and to any
other person to whom the Board explicitly grants powers to this
effect, in order to totally or partially execute the aforementioned
share capital reduction, on one or more occasions, within the
established timeframe and in the manner it deems most appropriate,
with the power to, in particular and without limitation:
(i) Determine the number of shares to be redeemed in each
execution, deciding whether or not to execute the resolution in
whole or in part if no own shares are finally repurchased for the
purpose of being redeemed or if, having been repurchased for that
purpose, (a) they have not been purchased, on one or more
occasions, in a sufficient number to reach 10% of the share capital
limit on the date of this resolution; or (b) market conditions,
Company circumstances or any event of social or economic importance
make it advisable for reasons of corporate interest or prevent its
execution; notifying of this decision in any case to the next
Annual General Shareholders' Meeting.
(ii) Declare closed each of the executions of the share capital
reduction finally agreed, setting, as appropriate, the final number
of shares to be redeemed in each execution and, therefore, the
amount by which the Company's share capital must be reduced in each
execution, in accordance with the limits established in this
resolution.
(iii) Redraft the article of the Bylaws governing the share
capital so that it reflects the new share capital figure and the
number of outstanding shares after each approved share capital
reduction.
(iv) Request, as appropriate, the delisting of the shares to be
redeemed by virtue of this delegation in official or unofficial,
regulated or unregulated, organized or not, domestic or foreign
secondary markets, taking such steps and actions as may be
necessary or advisable for this purpose before the relevant public
and/or private bodies, including any action, declaration or
management before any competent authority in any jurisdiction,
including, but not limited to, the United States of America for the
delisting of the shares represented by ADSs (American Depositary
Shares).
(v) Execute all public and/or private documents, and to enter
into as many acts, legal transactions, contracts, declarations and
operations that may be necessary or advisable to carry out each
execution of the approved share capital reduction.
(vi) Publish as many announcements as may be necessary or
appropriate regarding the share capital reduction and each of its
executions, and carry out any actions required for the effective
redemption of the shares referred to in this resolution.
(vii) Set the terms and conditions of the reduction in any
matters not provided in this resolution, as well as to carry out
any procedures and formalities required to obtain the consents and
authorizations required for the effectiveness of this
resolution.
Two .- Nullify, for the unused part, the resolution adopted by
the Annual General Shareholders' Meeting held on 20 April 2021,
under item six of the agenda.
RESOLUTIONS UNDER AGA ITEM EIGHT
For the purposes of the provisions of Article 34.1 g) of Act
10/2014 of 26 June, on the regulation, supervision and solvency of
credit institutions, to approve a maximum level of variable
remuneration of up to 200% of the fixed component of total
remuneration for a group of employees whose professional activities
have a material impact on the risk profile of Banco Bilbao Vizcaya
Argentaria, S.A. (the "Bank") or its Group, enabling subsidiaries
of the Bank to likewise apply said maximum level to their
professionals, pursuant to the Report issued in this regard by the
Board of Directors of the Bank on 9 February 2022, and which has
been made available to shareholders as of the date on which this
General Meeting was convened.
RESOLUTIONS UNDER AGA ITEM NINE
Pursuant to article 264 of the Corporate Enterprises Act and the
proposal of the Audit Committee, appoint as Statutory Auditor of
Banco Bilbao Vizcaya Argentaria, S.A. and its consolidated Group
for financial years 2022, 2023 and 2024, firm Ernst & Young,
S.L., with registered office in Madrid, Calle Raimundo Fernández
Villaverde, 65 - Torre Azca, tax identification number B78970506,
registered with the Official Registry of Accounts Auditors of the
Institute of Accounting and Audit under number S0530 and with the
Commercial Registry of Madrid, at volume 9,364 general, folio 68,
section 3rd, page 87,690-1.
The Board of Directors submitted this agreement to the Annual
General Shareholders' Meeting, following the recommendation and
preference stated in the Audit Committee's proposal of appointment,
based on the statutory auditor selection process carried out by
said Audit Committee in accordance with the criteria established by
applicable account auditing regulations.
RESOLUTIONS UNDER AGA ITEM TEN
Authorise the Board of Directors, with express substitution
powers in favour of the Executive Committee or to the director or
directors it deems convenient, as well as to any other person whom
the Board expressly empowers for the purpose, the necessary powers,
as broad as required under law, to establish, interpret, clarify,
complete, modify, correct, develop and execute, when they deem most
convenient, each of the resolutions adopted by this General
Meeting; to draw up and publish the notices required by law; and to
perform the necessary proceedings as may be necessary to obtain the
due authorisations or filings from the Bank of Spain; the European
Central Bank; Ministries, including the Ministry of Tax and the
Ministry of Economy Affairs and Digital Transformation; the
National Securities Market Commission; the entity in charge of the
recording of book entries; the Commercial Registry; or any other
national or foreign public or private body.
Additionally, authorise the Chairman, Carlos Torres Vila; the
General Secretary and Secretary of the Board, Domingo Armengol
Calvo; and the Deputy Secretary of the Board, Rosario Mirat
Santiago so that any of them, indistinctively, may perform such
acts as may be appropriate to implement the resolutions adopted by
this General Meeting, in order to file them with the Commercial
Registry and with any other registries, including in particular,
and among other powers, that of appearing before any Notary Public
to execute the public deeds and notarised documents necessary or
advisable for such purpose, correct, ratify, interpret or
supplement what has been resolved and formalise any other public or
private document that may be necessary or advisable to execute and
fully register the resolutions adopted, without needing a new
General Meeting resolution, and to make the mandatory deposit of
the individual and consolidated annual financial statements in the
Commercial Registry.
RESOLUTIONS UNDER AGENDA ITEM ELEVEN
Approve, on a consultative basis, the Annual Report on the
Remuneration of Directors of Banco Bilbao Vizcaya Argentaria, S.A.
corresponding to financial year 2021, which has been made available
to shareholders, together with the remaining documents related to
the General Meeting, as of the date on which the General Meeting
was convened.
Additionally, it is informed that after the General
Shareholders' Meeting the term of office of the director Sunir
Kumar Kapoor expired, and thus he ceased to be member of the Board
of Directors. Consequently, he also ceased to be member of the
Technology and Cybersecurity Committee.
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