Extraordinary General Shareholders’ Meeting

BBVA provides you with all documents related to the Extraordinary General Shareholders’ 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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• Notice of Meeting
• Total number of shares and voting rights
• Documents
  • Proposed Resolutions
  • Board’s report about the proposal of increase of share capital with non-cash distribution in relation with the voluntary tender offer for the purchase of Banco de Sabadell, S.A. shares.
  • Legal reports on the issuance of Convertible Securities since last AGM

• Attendance Card
• Modalities of remote participation
• Electronic Vote and Proxy
• Remote Attendance
• Right to Information
• Online Shareholders Forum
• FAQ’s
• General Meeting identification code and other information concerning the call required by Commission Implementing Regulation (EU) 2018/1212 of 3 September

Attendance card

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 accionistas@bbva.com or at any BBVA branch office in Spain.

Attendance Card

Online Shareholders Forum

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 General Meeting (GM) until the day on which the GM is held. Once shareholders are duly registered, they may send in communications for publication on the Forum:

• Proposals that are intended to be submitted to the Meeting, in accordance with the applicable legal provisions.
• Requests to second such proposals.
• Initiatives to reach the threshold percentage for minority rights established by law.
• Offers and requests for voluntary proxies.

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:

Notice of Meeting

The Board of Directors of Banco Bilbao Vizcaya Argentaria, S.A. at its meeting on May 8, 2024, has agreed to call the Company’s Extraordinary General Shareholders’ Meeting. The General Meeting will be held in Bilbao, at Palacio Euskalduna, 4 avenida Abandoibarra, on July 4, 2024, at 10 a.m., on first call, and on July 5, 2024, at the same location and time, on second call, according to the agenda shown on this website.

Shareholders are advised that the General Meeting will foreseeably be held on second call on July 5, 2024, at the same place and at the time given, unless they are otherwise notified on this website or through the daily press.

Notice of Meeting

Modalities of remote participation

REMOTE ATTENDANCE

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 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 June 30, 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 “Extraordinary 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 June 21, 2024 and will close at 09:00 a.m. 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 July 4, 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 7:00 a.m. and 9:00 a.m. 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 “Extraordinary 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 through the “Extraordinary General Meeting/Electronic Vote and Proxy” 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 “Extraordinary 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 June 10, 2024 until 10:00 a.m. on July 3, 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 General Meeting, the Attendance card/Remote voting form/Proxy, together with the agenda 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 General Meeting, 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.

FAQ’s

Download PDF

Total number of shares and voting rights 

Download PDF

Remote attendance

To enable shareholders to participate in the Extraordinary General Meeting, BBVA has set up the possibility of attending the General Meeting remotely for those shareholders entitled to attend, i.e. holders of at least 500 shares.

Remote attendance will take place via the Remote Attendance Portal, where shareholders or their proxies must register prior to the General Meeting, through the following mechanisms:

Extraordinary General Meeting Documents

From publication of the announcement to the date of the Extraordinary General Shareholders’ 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 accionistas@bbva.com, 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.