BBVA provides you with all documents related to the 2024 Annual General Meeting, the means to exercise your attendance, voting/delegation and information rights, as well as the link to access the Online Shareholders Forum.
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The Company will provide a personalised attendance card—indicating the number of shares held—for each shareholder entitled to attend who so requests one. This card will indicate the number of shares they hold.
Requests may be sent by writing to the Shareholders Helpdesk (Oficina de Atención al Accionista) at C/ Azul 4, 28050 Madrid, through the mailbox to email@example.com or at any BBVA branch office in Spain.
Under article 539.2 of the Corporate Enterprises Act, Banco Bilbao Vizcaya Argentaria, S.A. has set up an Online Forum for its shareholders. It is exclusively intended to facilitate communication between shareholders to the Annual General Meeting (AGM) until the day on which the AGM is held. Once shareholders are duly registered, they may send in communications for publication on the Forum:
Access and use of the Forum is reserved exclusively for individual BBVA shareholders and voluntary associations of shareholders, validly constituted and registered in the Commercial Register and in a special registry established for such purpose by Spain’s National Securities Market Commission in compliance with article 539.4 of the Corporate Enterprises Act.
To access the site with all due guarantees, individual users and the voluntary Associations of shareholders must have a password and register as Online Forum Users.
Shareholders may use any of the following options to register as Forum users:
Shareholders who are electronic banking users (shareholders who have previously signed a Multi-channel contract (Contrato Multicanal) with BBVA) may access the Forum through the internet banking website (www.bbva.es), using the same password that they hold so as to access and operate on the internet banking website (www.bbva.es).
Shareholders who do not use BBVA electronic banking and legal entities, through the person who validly represents them, may resgister and access the Forum by proving their identity through the accreditation process established for such purposes.(*)
The Board of Directors of Banco Bilbao Vizcaya Argentaria, S.A. at its meeting on 6 February 2024, has resolved to call the Annual General Shareholders’ Meeting of the Company to be held in Bilbao, at Palacio Euskalduna, avenida Abandoibarra 4 on 14 March 2024, at 12 noon, on first call, and, at the same place and time on 15 March 2024, on second call, according to the agenda shown on this website.
Shareholders are advised that the AGM will foreseeably be held on second call on 15 March 2024, at the same place and at the time given, unless they are otherwise notified on this website or through the daily press.
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 at the General Meeting will take place through the “Remote Attendance Portal”, accessible via this corporate website 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 this corporate website.
In accordance with the 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 the shares registered in their name no later than March 10, 2024 in order to be able to participate in and vote at the Meeting.
Holders of a lower number of shares may group together to reach at least the required number of shares, appointing a representative. To do this, shareholders must request the corresponding group card, available at any BBVA branch in Spain.
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—through 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 passcode 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 through the “2024 Annual General Meeting/Remote Attendance“ section of this corporate website 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 .
The Accreditation process on the Remote Attendance Portal will be enabled on March 1, 2024 and will close at 11:00 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 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 09.00 and 11.30 on the scheduled day of the Meeting, as follows:
a) via the online banking website (www.bbva.es) for remote attendees who are BBVA online banking users, using their online banking password;
b) via the “2024 Annual General Meeting/Remote Attendance” section of this corporate website for remote attendees who are not BBVA online 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.
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 specific link in the “2024 Annual General Meeting” section on this corporate website, 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/or delegation rights electronically, prior to the General Meeting, as follows:
a) for shareholders who use BBVA electronic banking, through the Internet 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 on this corporate website.
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.
Likewise, shareholders holding less than 500 shares may group together by electronic means following the instructions in the sections “Electronic Vote and Proxy” of each of the channels available for the exercise of voting and proxy rights by electronic means referred to above.
Shareholders may exercise their voting and delegation rights by electronic means, prior to the General Meeting, from February 16, 2024 until 12.00 on March 13, 2024.
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 form included on the attendance card, which can be requested and submitted at any BBVA branch 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 holding 500 or more shares will receive at their addresses, on the call of the Annual General Meeting, the Attendance card/Remote voting form/Proxy, together with the agenda, a letter from the Secretary of the Board and a pre-paid envelope.
Once the card has been completed and signed, it may be handed at any BBVA branch office in Spain or sent by post using the pre-paid envelope.
Shareholders holding less than 500 shares may vote by requesting the remote voting form at any BBVA branch office in Spain. Once it is completed and signed, the remote voting form may be handed at any BBVA branch office in Spain. Likewise, they may group together with other shareholders to reach the minimum number of shares required to attend and shall name a representative to attend the meeting. To do this, shareholders must request the corresponding group card, available at any BBVA branch office in Spain.
Shareholders wishing to vote by post may request, from the date of publication of the notice of the call of the AGM, through the Shareholders Helpdesk or any BBVA branch office in Spain the issue of a document for postal voting in their name. Once completed by the established deadline and according to instructions therein, it must be sent by registered post with acknowledgement of receipt to the Shareholders Helpdesk (Oficina de Atención al Accionista) at C/ Azul 4, 28050 Madrid, to be processed and counted.
In order to be processed, remotely casted 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.
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.
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 similar events, 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 representatives can exercise their rights.
PROCESSING OF PERSONAL DATA
In accordance with the provisions of Spanish Organic Law 3/2018, of 5 December, on Personal Data Protection and digital rights guarantee, BBVA will process the personal data of the shareholder and, where applicable, that of its proxies, in accordance with the provisions of the document on processing of personal data which can be consulted here.
Rights to access, amend, oppose, suppress, transfer and limit processing may be exercised in accordance with the aforementioned document.
To facilitate shareholders’ participation in the General Meeting, BBVA has made it possible for them to vote or confer Proxy over Internet. Shareholders may vote or confer Proxy by e-mail, pursuant to the Corporate Enterprises Act, article 31 of the Company Bylaws and article 8 of the General Meeting Regulations. Shareholders may access the Electronic Vote and Proxy through the following ways:
Shareholders who are electronic banking users (shareholders who have a Multichannel Contract with the Bank) may vote or delegate proxies electronically through the internet banking website (www.bbva.es) or the most up-to-date version of the mobile banking application BBVA España App which is available free of charge from Play Store and App Store, using the same password that they hold so as to access and operate in those channels.
Shareholders who do not use BBVA electronic banking and legal entities, through the representative who validly represents them, may vote or delegate electronically through the following link, identifying through accreditation process established for such purpose. (*)
BBVA shareholders who hold their BBVA stock as American Depositary Shares (ADS) may vote and confer proxy via The Bank of New York Mellon or the broker or financial entity with which they have deposited their BBVA ADS’s. These shareholders will receive the agenda, the proxy card and the instructions for voting or conferring proxy by post.
As set forth in the Notice of the General Meeting, the Accreditation process on the Remote Attendance Portal will open on 1 March 2024.
From publication of the announcement to the date of the General Meeting, all documents and information regarding the General Meeting will be available to shareholders via the links shown on this screen from where they may be downloaded for printing
In addition, shareholders may consult this documentation at the Bank´s registered office at Plaza de San Nicolás 4, Bilbao and submit a request for it to be delivered or sent to them immediately and free of charge by sending an e-mail to firstname.lastname@example.org, by calling the Shareholder Helpline on +34 912 249 821, or by writing to the Shareholders Helpdesk (Oficina de Atención al Accionista) at C/ Azul 4, 28050 Madrid.