General Meeting of Shareholders (AGM)

Matters relating to how the General Meeting is run and to shareholders’ rights are covered in the BBVA General Meeting Regulations, which shareholders and investors can also consult on the Bank’s website, www.bbva.com.

The Regulations establish that notice of meeting for the AGM shall state the shareholders’ right, as of the date of its publication, to immediately obtain any proposed resolutions, reports and other documents required by law and under the Company Bylaws at the Bank’s registered offices, free of charge.

They will also find documents relating to the AGM on the Company website, with information on the agenda, the proposals from the Board of Directors and any relevant information shareholders may need to vote. It shall also include necessary details regarding shareholder information services, indicating telephone numbers, email address, branch offices and opening hours.

The Regulations establish the procedures to be followed in the public call for proxies, in compliance with the law and the Company Bylaws.

They stipulate that the form of proxy must contain or be attached to the agenda, and include a request for voting instructions so that shareholders may stipulate the general way in which their proxy shall vote should no precise instructions be given.

They also determine how directors should formulate the public call for proxy and the way they should exercise the shareholders’ representation and vote, with rules covering possible conflict of interests. They also establish the most significant aspects related to the operation of the AGM, voting procedures for motions presented to it, how resolutions are to be adopted and other issues related to running an AGM.

Under the Company Bylaws, the Company’s AGMs may be attended by anyone owning 500 shares or more, providing that, five days before the date on which the AGM is to be held, their ownership is recorded on the pertinent registers and they retain at least this same number of shares until the AGM is actually held. Holders of fewer shares may group together until achieving the required number, appointing a representative.

The above notwithstanding, if holders of fewer shares than the Bylaws establish for entitlement wish to attend, they may apply for an invitation to the AGM through the shareholders helpdesk, the website or any BBVA branch. It will be facilitated to them where the inevitable space constraints in the facilities where AGMs can be held allow this, given the very high number of shareholders in the Company.

In accordance with the Company Bylaws, the Regulations state that shareholders may delegate their voting rights on motions regarding agenda items of any kind of General Meeting or exercise them by post, email or any other remote means of communication, provided the voter’s identity is duly guaranteed.

Any shareholders entitled to attend may be represented at the AGM by another shareholder, using the form of proxy the Company establishes for each AGM, which will be displayed on the attendance card.

To facilitate communication with the Company’s shareholders regarding the organization of the AGMs, the Bank’s Board of Directors operates a permanent helpdesk to manage shareholders’ requests for information, clarification and questions.

Pursuant to the Capital Companies Act, BBVA has set up an Online Shareholder Forum on the Bank’s website (www.bbva.com). Individual shareholders and voluntary associations constituted pursuant to prevailing regulations may access the Forum with due guarantees, in order to facilitate their communication during the run-up to the General Meeting.