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 number 4, on 14 March 2024, at 12:00, at first call, and on 15 March 2024, 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 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.
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.