Banco Bilbao Vizcaya Argentaria, S.A. (BBVA), in compliance with the Securities Exchange legislation, hereby files

OTHER RELEVANT INFORMATION

Attached hereto is the text of the resolutions adopted by the Annual General Shareholders' Meeting of Banco Bilbao Vizcaya Argentaria, S.A. that has been held today.

Bilbao, 20 April 2021

This English version is a translation of the original in Spanish for information purposes only. In case of a discrepancy, the Spanish original will prevail.

RESOLUTIONS OF THE ANNUAL GENERAL SHAREHOLDERS' MEETING OF BANCO BILBAO VIZCAYA ARGENTARIA, S.A., HELD ON 20 APRIL 2021

RESOLUTIONS UNDER AGENDA ITEM ONE

  1. Approve, under the terms set out in the legal documentation, the individual and consolidated annual accounts and management reports of Banco Bilbao Vizcaya Argentaria, S.A. and of its Group for the financial year ending 31 December 2020.
    Authorise the Chairman, Carlos Torres Vila, the General Secretary and Secretary to the Board of Directors, Domingo Armengol Calvo, and the Deputy Secretary to the Board of Directors, Rosario Mirat Santiago, indistinctly and with powers of substitution, to file the individual and consolidated annual accounts, management reports and auditors' reports of Banco Bilbao Vizcaya Argentaria, S.A. and its Group, as well as to issue the corresponding certificates pursuant to Article 279 of the Corporate Enterprises Act and Article 366 of the Commercial Registry Regulations.
  2. Approve the individual and consolidated non-financial information report of Banco Bilbao Vizcaya Argentaria, S.A. and that of its Group for the financial year ending 31 December 2020.
    Authorise the Chairman, Carlos Torres Vila, the General Secretary and Secretary of the Board of Directors, Domingo Armengol Calvo, and the Deputy Secretary of the Board of Directors, Rosario Mirat Santiago, so that any of them, indistinctly and with powers of substitution, may complete (diligenciar), correct, formalise, publish, interpret, clarify, extend, develop or execute any of the documents indicated in the preceding paragraph.
  3. Approve the proposed allocation of results of Banco Bilbao Vizcaya Argentaria, S.A. for the 2020 financial year in the amount of EUR 2,182,226,178.26 (two billion, one hundred and eighty-two million, two hundred and twenty-six thousand, one hundred and seventy-eight euro and twenty-six cents) in negative income statement losses carried forward from previous financial years.
    In addition, approve the offsetting of the negative results from previous financial years, the amount of which, after the allocation of results for the financial year 2020 in accordance with the preceding paragraph, amounts to EUR 2,182,226,178.26 (two billion, one hundred and eighty-two million, two hundred and twenty-six thousand, one hundred and seventy-eight euro and twenty-six cents), against the voluntary reserves fund.
  4. Approve the management of the Board of Directors of Banco Bilbao Vizcaya Argentaria, S.A. for the financial year 2020.

This English version is a translation of the original in Spanish for information purposes only. In case of a discrepancy, the Spanish original will prevail.

RESOLUTIONS UNDER AGENDA ITEM TWO

On this item of the agenda, on the basis of the proposal of the Appointments and Corporate Governance Committee, the General Meeting has approved the re-elections of Mr. José Miguel Andrés Torrecillas, Mr. Jaime Félix Caruana Lacorte, Ms. Belén Garijo López, Ms. Ana Cristina Peralta Moreno, Mr. Juan Pi Llorens and Mr. Jan Paul Marie Francis Verplancke as members of the Board of Directors, for the statutory period of three years, with the status of independent directors.

Prior favourable report of the Appointments and Corporate Governance Committee, the re-election of Mr. José Maldonado Ramos as a member of the Board of Directors has been likewise approved by the General Meeting, for the statutory period of three years, with the status of external director.

All the approved re-elections are accompanied by the report of the Board of Directors stipulated in article 529 decies of the Corporate Enterprises Act. These reports have been made available to shareholders as of the date on which the convening notice of the General Meeting was made public, together with the favourable report of the Appointments and Corporate Governance Committee pertaining the re-election of Mr. José Maldonado Ramos.

Consequently, the General Meeting has adopted the following resolutions:

  1. Re-electMr. José Miguel Andrés Torrecillas, of legal age, Spanish nationality and domiciled for these purposes at Calle Azul, 4, Madrid, as a member of the Board of Directors, for the statutory three-year period, with the status of independent director.
  2. Re-electMr. Jaime Félix Caruana Lacorte, of legal age, Spanish nationality and domiciled for these purposes at Calle Azul, 4, Madrid, as a member of the Board of Directors, for the statutory three-year period, with the status of independent director.
  3. Re-electMs. Belén Garijo López, of legal age, Spanish nationality and domiciled for these purposes at Calle Azul, 4, Madrid, as a member of the Board of Directors, for the statutory three-year period, with the status of independent director.
  4. Re-electMr. José Maldonado Ramos, of legal age, Spanish nationality and domiciled for these purposes at Calle Azul, 4, Madrid, as a member of the Board of Directors, for the statutory three-year period, with the status of external director.
  5. Re-electMs. Ana Cristina Peralta Moreno, of legal age, Spanish nationality and domiciled for these purposes at Calle Azul, 4, Madrid, as a member of the Board of Directors, for the statutory three-year period, with the status of independent director.
  6. Re-electMr. Juan Pi Llorens, of legal age, Spanish nationality and domiciled for these purposes at Calle Azul, 4, Madrid, as a member of the Board of Directors, for the statutory three-year period, with the status of independent director.

This English version is a translation of the original in Spanish for information purposes only. In case of a discrepancy, the Spanish original will prevail.

2.7. Re-elect Mr. Jan Paul Marie Francis Verplancke, of legal age, Belgian nationality and domiciled for these purposes at Calle Azul, 4, Madrid, as a member of the Board of Directors, for the statutory three-year period, with the status of independent director.

Pursuant to paragraph 2 of article 34 of the Company Bylaws, establish the number of directors that form part of the Board of Directors of Banco Bilbao Vizcaya Argentaria, S.A. in 15.

RESOLUTIONS UNDER AGENDA ITEM THREE

Approve a cash distribution from the share premium account of Banco Bilbao Vizcaya Argentaria, S.A. (the "Bank") for an amount of FIVE POINT NINE CENTS OF EURO (EUR 0.059) gross for each of the Bank's outstanding shares which are entitled to participate in the aforementioned distribution. The payment will be made to the shareholders on 29 April 2021.

RESOLUTIONS UNDER AGENDA ITEM FOUR

Approve a cash distribution charged against the distributable items of Banco Bilbao Vizcaya Argentaria, S.A. (the " Bank ") for an amount to be determined by the Board of Directors (the " Base Amount ") with a maximum equal to THIRTY-FIVE PERCENT (35%) of the consolidated profit as of 30 June 2021 included in the Bank's condensed interim consolidated and audited financial statements for the first semester of the 2021 financial year, excluding the extraordinary amounts and items included in the consolidated income statement, subject to the rounding process described below and to a limit of FIVE HUNDRED THIRTY-THREE MILLION FOUR HUNDRED THIRTY THOUSAND NINE HUNDRED TWENTY-SIX EUROS AND FORTY CENTS OF EURO (€533,430,926.40) (the " Maximum Threshold "). The implementation period of this resolution will elapse until the date of the next Ordinary General Shareholders' Meeting, and shall cease as of such date.

The gross fixed amount to be distributed for each outstanding share of the Bank entitled to participate in such distribution shall be equal to the result of dividing the Base Amount, as determined by the Board of Directors, by the total number of shares of the Bank outstanding at the time the implementation of the distribution is agreed, rounded down to the last full thousandth of a Euro resulting from said division. Likewise, the final amount of the distribution shall be equal to the result of multiplying such gross fixed amount per share by the total number of outstanding shares actually participating in the distribution (which may not exceed the total number of shares of the Bank at the time the implementation of the distribution is agreed).

This English version is a translation of the original in Spanish for information purposes only. In case of a discrepancy, the Spanish original will prevail.

To empower the Board of Directors, in the broadest terms, authorizing it to subdelegate on the Executive Committee (in turn, with subdelegation powers); on the Chairman of the Board of Directors; on the Chief Executive Officer; and on any other person that the Board may expressly authorize for such purpose, for the execution of the distribution, within the limits and in accordance with the criteria established in this resolution, including, in particular and without limitation:

  1. to execute this resolution, including the development of the foreseen calculation procedure and the establishment of the distribution conditions in all matters not foreseen by this General Meeting, also empowering it to refrain from executing this resolution if it is deemed necessary or convenient;
  2. to carry out all procedures and formalities which may be necessary, including the request and processing of whichever authorizations may be required, in order successfully complete the distribution;
  3. to determine the Base Amount, subject to the limits established hereto, which may be lower than the relevant amounts described in the first paragraph, subject to the applicable conditions at the time the distribution is executed or may exclude extraordinary amounts and items; and determine the gross fixed amount to be distributed for each outstanding share of the Bank entitled to participate in the distribution, and the final aggregate amount of the distribution;
  4. to establish the date, within the established execution period, on which the distribution is to be carried out, also empowering it to make all such communications as may be deemed necessary or convenient in this regard;
  5. to determine, within the distributable items, the specific account or accounts of the Bank's balance sheet against which the distribution is to be made, including, without limitation, the share premium and any voluntary reserves; and
  6. to carry out whichever necessary or convenient acts for the execution and successful completion of the agreed distribution, including the execution of as many public and private documents as may be necessary or convenient for such purpose.

In any case, payment of the relevant distribution is subject to the following additional limits and conditions:

  1. that, on the date on which payment is to be made, no decision or recommendation from the European Central Bank is in force, nor any regulation prohibiting or expressing itself against the payment of the agreed distribution; and
  2. in the event that the distribution is made in whole or in part out of the share premium account, to obtaining the regulatory authorization provided for in article 77.1.b) of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms, if applicable.

This English version is a translation of the original in Spanish for information purposes only. In case of a discrepancy, the Spanish original will prevail.

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BBVA - Banco Bilbao Vizcaya Argentaria SA published this content on 20 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 April 2021 13:41:19 UTC.