BBVA : What is a Shareholders General Meeting

What topics are addressed at an Annual General Meeting?

At an AGM, the shareholders make decisions on:

• approval of the financial statements, distribution of earnings and ratification of decisions made by the company management;
• appointment, re-election and removal, as appropriate, of company directors;
• appointment, re-election and replacement, as appropriate, of statutory auditors;
• any alteration to the articles of incorporation or bylaws;
• merger or demerger of the company or conversion of the company to another legal form;
• any increase or decrease in share capital;
• dissolution of the company, if appropriate; and
• any other matter which laws and regulations or the company bylaws require the shareholders to decide upon.

A decision made at an AGM, known as a "resolution," is binding on all shareholders, even those who voted against the decision or were absent from the meeting.

What kinds of General Meetings are there?

A general meeting can be ordinary (the annual general meeting or AGM) or "extraordinary" (an EGM). An ordinary general meeting or AGM is convened and held every year, within the first six months following the end of the previous financial year, to ratify decisions made by company management, approve the previous year's financial statements, and decide on how to distribute the previous year's earnings.

Any general meeting of the shareholders other than the AGM is an "extraordinary" general meeting or EGM. Legally, the directors must convene an EGM when so required by one or more shareholders who, combined, hold at least 5 percent of share capital, or only 3 percent of share capital if the corporation is listed on a stock exchange.

Who is entitled to attend an AGM?

As a matter of principle, every shareholder is entitled to attend an AGM. However, in Spain, if the company has the legal form of sociedad anónima, the bylaws may set a threshold number of shares for that entitlement to take effect. At a listed company, the threshold may not exceed 1,000 shares. The BBVA bylaws set a threshold of ownership of 500 shares for a shareholder to be entitled to attend AGMs.

In addition, if a shareholder is unable to attend an AGM in person, they may appoint a proxy to attend and vote on their behalf, even if the proxy is not a shareholder. A proxy must be appointed in writing or by means of remote communications that satisfy the legal requirements for remote voting. A proxy must be appointed specifically for a given AGM.

Under the bylaws of a corporation, votes on proposed decisions submitted to a general meeting of any kind may be exercised-or delegated to a proxy-by conventional mail, email or any other means of remote communication whereby the identity of the shareholder can be reliably authenticated. Shareholders voting remotely are counted as present in person for the purposes of ascertaining whether or not there is a quorum for the AGM to take place.

What if a shareholder would like to attend an AGM but holds fewer shares than the attendance entitlement threshold set by the bylaws? In that situation, the law enables several small-scale shareholders to pool their shares together to reach the threshold.

How does a hybrid AGM work?

BBVA will hold its next AGM on March 15, 2024, at the Palacio Euskalduna in Bilbao, Spain. The bank will provide suitable channels for attending the AGM online. As a shareholder, you may attend the AGM physically in Bilbao, or, if you wish, you may attend virtually online-to do so, please obtain credentials via the online attendance portal.

As in previous years, the BBVA AGM will be livestreamed on the corporate website (www.BBVA.com).