The Board of Directors of Banco Bilbao Vizcaya Argentaria, S.A., at its meeting on 9 February 2022, has resolved to call the Annual General Shareholders’ Meeting of the Company, to be held in Bilbao, at Palacio Euskalduna, avenida Abandoibarra number 4, on 17 March 2022, at 12:00, at first call, and on 18 March 2022, in the same place and, at the same time, at second call, in accordance with the following:
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 2021.
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 2021.
1.3. Approval of the allocation of results for the 2021 financial year.
1.4. Approval of the corporate management during the 2021 financial year.
TWO.- Approval of a distribution of 23 euro cents per share from voluntary reserves as additional remuneration to shareholders for the 2021 financial year:
THREE.- Adoption of the following resolutions on the re-election and appointment of members to the Board of Directors:
3.1. Re-election of Carlos Torres Vila.
3.2. Re-election of Onur Genç.
3.3. Appointment of Connie Hedegaard Koksbang.
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.
FOUR.- Delegation to the Board of Directors, with express powers of sub-delegation, of the power to increase the Company’s share capital, for a period of five years, up to a maximum amount corresponding to 50% of the share capital, delegating in turn the power to exclude preemptive subscription rights, although this power will be limited to 10% of the Bank’s share capital in the terms described in the proposed resolutions, as well as the power to amend the corresponding article of the Bylaws.
FIVE.- Delegation to the Board of Directors, with express powers of sub-delegation, of the power to issue convertible securities into Company shares, for a period of five years, up to a maximum amount of SIX BILLION EUROS (EUR 6,000,000,000), delegating in turn the power to exclude preemptive subscription rights in such securities issues, although this power will be limited to 10% of the Bank’s share capital in the terms described in the proposed resolutions, as well as the power to increase the share capital in the required amount and to amend the corresponding article of the Bylaws.
SIX.- Authorization for the Company to carry out the derivative acquisition of its own shares, directly or through Group companies, setting the limits or requirements thereon and conferring on the Board of Directors the powers necessary to execute the acquisition, rendering without effect the unused portion of the authorization given at the General Shareholders’ Meeting held on March 16, 2018.
SEVEN.- 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 on one or more occasions.
EIGHT.- 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.
NINE.- Appointment of the statutory auditors of Banco Bilbao Vizcaya Argentaria, S.A. and its consolidated Group for the 2022, 2023 and 2024 financial years.
TEN.- 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.
ELEVEN.- Consultative vote on the Annual Report on the Remuneration of Directors of Banco Bilbao Vizcaya Argentaria, S.A.
The AGM shall be convened in announcements published in one of the newspapers most widely circulated in Spain, on the Bank´s website (www.bbva.com) and in the website of Spain’s National Securities Market Commission (CNMV).
Details on how to exercise rights to attendance, proxy or voting and information at the General Meeting will be communicated to shareholders at the time of the call, and will also be published on this website.