TIDMBVA
RNS Number : 8540Z
Banco Bilbao Vizcaya Argentaria SA
17 March 2017
TO THE CNMV (SECURITIES EXCHANGE COMMISSION)
Banco Bilbao Vizcaya Argentaria, S.A. (BBVA), in compliance with
the Securities Exchange legislation, hereby files the following
RELEVANT INFORMATION
RESOLUTIONS ADOPTED BY THE
General Meeting of Shareholders of
BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
That has been held today, 17 March 2017
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The full text of the resolutions adopted is hereby included:
RESOLUTIONS UNDER AGA ITEM ONE
1.1. To approve, in accordance with the terms of the legal
documentation, the annual accounts and management report of Banco
Bilbao Vizcaya Argentaria, S.A. corresponding to the fiscal year
ending on 31 December 2016, as well as the consolidated annual
accounts and management report of the Banco Bilbao Vizcaya
Argentaria Group corresponding to the same fiscal year.
To authorize the Chairman, Mr. Francisco González Rodríguez, the
Secretary General and of the Board, Mr. Domingo Armengol Calvo, and
the Deputy Secretary of the Board, Ms. María del Rosario Mirat
Santiago, indistinctively and with powers of substitution, to
deposit the individual and consolidated annual accounts, management
reports and audit reports corresponding to the Bank and its Group,
and to issue the corresponding certificates pursuant to articles
279 of the Corporate Enterprises Act and 366 of the Commercial
Registry Regulations.
1.2. Approve the proposed allocation of Banco Bilbao Vizcaya
Argentaria, S.A.'s profits corresponding to fiscal year 2016, which
amount to EUR1,662,411,513.84 (one billion, six hundred and
sixty-two million, four hundred and eleven thousand, five hundred
and thirteen euros and eighty-four cents) as follows:
-- The sum of EUR19,593,642.16 (nineteen million, five hundred
and ninety-three thousand, six hundred and forty-two euros and
sixteen cents) will be allocated to the legal reserve.
-- The sum of EUR1,043,757,853.36 (one billion, forty-three
million, seven hundred and fifty-seven thousand, eight hundred and
fifty-three euros and thirty-six cents) is allocated to the payment
of dividends, which have been fully paid out prior to this General
Meeting of Shareholders as interim dividends for the fiscal year,
pursuant to the resolutions adopted by the Bank's Board of
Directors at its meetings held on 22 June and 21 December 2016. In
this respect, it is resolved to ratify, insofar as necessary, the
aforementioned resolutions of the Bank's Board of Directors
approving the payout of interim dividends for fiscal year 2016.
-- The sum of 209,727,619.85EUR (two hundred and nine million,
seven hundred and twenty-seven thousand, six hundred and nineteen
euros and eighty-five cents) to the cash payment resulting from the
acquisition by the Bank of the rights of free allocation of the
shareholders who so requested in the two capital increases charged
to reserves agreed by the Board of Directors in execution of the
resolutions adopted by the General Meeting of Shareholders held on
11 March 2016 (sections 3.1 and 3.2 of item three of the agenda),
for the implementation of the shareholder remuneration system
called "Dividend Option".
-- The sum of EUR259,614,828.05 (two hundred and fifty-nine
million, six hundred and fourteen thousand, eight hundred and
twenty-eight euros and five cents), to the payment made during
fiscal year 2016 corresponding to the remuneration of the
Additional Tier 1 capital instruments issued in May 2013, February
2014, February 2015 and April 2016.
-- The remaining profit, i.e. the sum of EUR129,717,570.42 (one
hundred and twenty-nine million, seven hundred and seventeen
thousand, five hundred and seventy euros and forty-two cents) will
be allocated to voluntary reserves of the Company.
1.3. To approve the management of the Board of Directors of
Banco Bilbao Vizcaya Argentaria, S.A. developed in fiscal year
2016.
RESOLUTIONS UNDER AGA ITEM TWO
In this item on the agenda, after receiving a favorable report
from the Appointments Committee, the re-election of José Manuel
González-Páramo Martínez-Murillo as member of the Board of
Directors, for the statutory term of three years, in his capacity
as executive director, is submitted to the General Meeting.
It is also submitted to the General Meeting, with the favorable
report of the Appointments Committee, the re-election of Carlos
Loring Martínez de Irujo and Susana Rodríguez Vidarte as members of
the Board of Directors, for the statutory term of three years, with
the status of external directors.
Finally, following the proposal made to the Board of Directors
by the Appointments Committee, it is proposed that the General
Meeting re-elects, for the statutory term of three years, Tomás
Alfaro Drake and Lourdes Máiz Carro, as members of the Board of
Directors, with the status of independent directors.
Each proposed re-election is accompanied by an explanatory
report by the Board of Directors, as required by article 529 decies
of the Corporate Enterprises Act and, in the case of the proposed
re-election of Mr. González-Páramo, Mr. Loring Martínez de Irujo
and Ms. Rodríguez Vidarte, accompanied by the favorable report of
the Appointments Committee. These reports are made available to the
shareholders since the notice of the Annual General Meeting is
published.
Consequently, it is proposed that the General Meeting:
2.1. Re-elects José Manuel González-Páramo Martínez-Murillo, of
legal age, married, of Spanish nationality and domiciled for these
purposes at Calle Azul 4, Madrid, as member of the Board of
Directors, for the statutory period of three years, with the status
of executive director.
2.2. Re-elects Carlos Loring Martínez de Irujo, of legal age,
married, of Spanish nationality and domiciled for these purposes at
Calle Azul 4, Madrid, as member of the Board of Directors, for the
statutory period of three years, with the status of external
director.
2.3. Re-elects Susana Rodríguez Vidarte, of legal age, married,
of Spanish nationality and domiciled for these purposes at Calle
Azul 4, Madrid, as member of the Board of Directors, for the
statutory period of three years, with the status of external
director.
2.4. Re-elects Tomás Alfaro Drake, of legal age, married, of
Spanish nationality and domiciled for these purposes at Calle Azul
4, Madrid, as member of the Board of Directors, for the statutory
period of three years, with the status of independent director.
2.5. Re-elects Lourdes Máiz Carro, of legal age, married, of
Spanish nationality and domiciled for these purposes at Calle Azul
4, Madrid, as member of the Board of Directors, for the statutory
period of three years, with the status of independent director.
Pursuant to paragraph 2 of article 34 of the Company Bylaws, to
establish in 14 the number of members of the Board of Directors of
Banco Bilbao Vizcaya Argentaria, S.A..
RESOLUTIONS UNDER AGA ITEM THREE
1. Increase of share capital to be charged to voluntary
reserves.- It is resolved to increase the share capital of Banco
Bilbao Vizcaya Argentaria, S.A. ("BBVA", the "Company" or the
"Bank"), to be charged to voluntary reserves by an amount
calculated by multiplying (a) the number of new shares to be issued
as determined by the formula below, by (b) EUR0.49 (the nominal
value of an ordinary BBVA share). The capital increase will be
executed by issuing new ordinary shares of the Company of the same
class and series and with the same rights as those currently
outstanding, each with a nominal value of EUR0.49, represented by
book-entries, to be freely offered to the Bank's shareholders.
The possibility of incomplete subscription of the capital
increase is expressly provided for as required by article 311 of
the Corporate Enterprises Act. Should the increase be
undersubscribed, the share capital will be increased for the amount
actually subscribed.
The number of new ordinary shares to be issued will be the
result of the following formula, rounding down to the next whole
number:
NOS / NAR
where:
NOS (number of old shares) is the total number of BBVA shares,
in which the share capital is divided on the date of the resolution
to implement the capital increase; and
NAR (number of allocation rights) is the number of rights of
free allocation necessary to be assigned one new share. This will
be determined by the following formula, rounding up to the next
whole number:
NAR = RP x NOS / RMV
where:
RP (reference price) is the reference trading price of BBVA
shares for the purpose of this capital increase. This will be the
arithmetic mean of the average weighted price of BBVA shares traded
on the Spanish SIBE electronic trading platform over five (5)
trading days prior to the date of the resolution implementing the
capital increase, rounded off to the nearest one-thousandth of a
euro. In the event of a half of one-thousandth of a euro, this will
be rounded up to the nearest one-thousandth. In no event can the RP
be less than the nominal value of the Company shares. Therefore, if
the result of the calculation is less than EUR0.49, the RP will be
EUR0.49;
RMV is the maximum reference market value of the capital
increase, which cannot exceed EUR900,000,000.
2. Reference balance sheet.- According to article 303 of the
Corporate Enterprises Act, the balance sheet to be used as the
basis of the transaction is that of 31 December 2016, duly approved
by the Bank's auditor and by this General Meeting of Shareholders
under agenda item one.
3. Reserves used.- The capital increase will be wholly charged
against voluntary reserves, which at 31 December 2016 stood at
EUR8,520,430,040.36.
4. Right of free allocation.- Every share will convey one right of free allocation.
A certain number of rights (NDA) will be necessary to receive
one new share. In order to ensure that all free allocation rights
can be effectively exercised and the number of new shares is a
whole number, BBVA or a Group subsidiary will waive the
corresponding number of its free allocation rights to which they
would have been entitled.
5. Assignment and transferability of rights of free allocation.-
Once the Board of Directors resolves to implement the capital
increase and the corresponding dates have been set, the rights of
free allocation will be assigned to whoever is accredited in the
accounting records of IBERCLEAR (Sociedad de Gestión de los
Sistemas de Registro, Compensación y Liquidación de Valores,
S.A.U.) and its participating entities in accordance with the
rules, systems and procedures for clearing and settlement of
securities applicable at the time.
The rights of free allocation will be transferrable under the
same conditions as the shares from which they derive and may be
traded on the market during the period determined in accordance
with article 503 of the Corporate Enterprises Act.
At the end of the trading period for the free allocation rights,
the new shares that cannot be assigned will be held in deposit and
made available to whoever can evidence its lawful ownership. After
three years, any new shares that are still pending allocation can
be sold on behalf of the interested parties, in accordance with
article 117 of the Corporate Enterprises Act. The net amount of
such sale shall be held available to the parties concerned in the
manner established by applicable legislation.
6. Commitment to purchase the rights of free allocation.- BBVA
will undertake to purchase the rights of free allocation, complying
strictly with any legal limitations, exclusively to whoever has
been originally assigned such rights of free allocation and only in
connection with the rights which have been initially allocated to
them at such time; accordingly, this option will not be available
in respect of any rights of free allocation acquired through a
market purchase.
The price, in gross terms, at which BBVA will undertake to
acquire each right of free allocation will be calculated by the
following formula (rounding off to the closest one-thousandth of a
euro and, in the event of a half of a thousandth of a euro, by
rounding up to the next whole thousandth):
RP / (NAR + 1)
BBVA's commitment to acquire rights of free allocation at the
price resulting from the aforementioned formula will remain in
force and can be exercised by whoever is entitled to do so during a
period to be determined, within the trading period for such
rights.
For this purpose, it is agreed to authorise the Bank to acquire
such rights of free allocation, always complying with the legal
applicable limits.
7. Form and rights of the new shares.- The new shares will be
represented by book entries, and the books will be managed by
IBERCLEAR, which performs such function along with its
participating entities. The new shares will confer on their holders
the same rights as the rest of BBVA's ordinary shares.
8. Listing.- It is resolved to apply for listing of the new
shares on the securities exchanges in Madrid, Barcelona, Bilbao and
Valencia via the Spanish SIBE electronic trading platform. This
also applies to the arrangements and documents required for listing
on the foreign securities exchanges where BBVA shares are traded at
the time of issue (currently in the securities markets of London
and Mexico, and via ADS's (American Depository Shares) on the
securities market of New York). These arrangements also apply to
the new shares issued as a consequence of the capital increase and
BBVA expressly agrees to be bound by present and future rules of
these markets, especially regarding contracts, listing and
delisting for the official trading system.
For any legal purposes, it is hereby expressly stated that
should a request be made subsequently to delist BBVA shares, the
Bank will comply with all the formalities required by applicable
legislation.
9. Execution of the resolution and conferral of authority.- It
is resolved to confer authority on the Board of Directors, pursuant
to article 297.1.a) of the Corporate Enterprises Act and article
30.c) of the Company Bylaws, empowering it to delegate this
authority on the Executive Committee with express powers to
delegate it in turn; on the Chairman of the Board; on the Chief
Executive Officer; on any other Company director; and empower any
proxy of the Company, to set the date on which the resolution to
increase capital will be carried out, which will be determined in
compliance with the provisions of this resolution, within one (1)
year from the date of approval of this resolution, and to determine
the new wording applicable to the Company Bylaws regarding the
total amount of share capital and the number of shares comprising
it.
Pursuant to article 30.c) of the Company Bylaws, the Board of
Directors may refrain from executing the present capital increase
in view of market conditions, the circumstances of the Bank or a
social or economic fact or event that makes the action unadvisable.
In such case, it will report on this to the first General Meeting
of Shareholders held following the end of the period established
for execution.
Likewise, it is resolved to confer authority on the Board of
Directors, also pursuant to article 297.1.a) of the Corporate
Enterprises Act, and also empowering it to delegate the authority
on the Executive Committee, with express faculties to delegate it
in turn; on the Chairman of the Board; on the Chief Executive
Officer; on any other Company director; and empower any proxy of
the Company, to establish the conditions of the capital increase
insofar as these are not covered in the foregoing articles and, in
particular, on the following list which does not constitute a
limitation or restriction of any kind:
(i) To determine the final amount of the capital increase, the
number of new shares, the market reference value (up to a maximum
of EUR900,000,000) and the number of rights of free allocation
necessary to receive one new share, all in accordance with the
provisions established in previous articles.
(ii) To determine the specific voluntary reserve accounts or
sub-accounts against which the capital increase will be
charged.
(iii) To establish the trading period the rights of free
allocation in accordance with article 503 of the Corporate
Enterprises Act, and to determine any other date, term or period
that may be necessary or appropriate in order to implement the
capital increase.
(iv) To determine the period in which BBVA's commitment to
acquire rights of free allocation will remain in force and would be
exercised by the shareholders in the terms indicated above, which
shall take place within the trading period determined the rights of
free allocation.
(v) To decline the number of rights of free allocation needed to
reconcile the allocation ratio for the new shares, to decline the
rights of free allocation that are acquired under the purchase
commitment and to decline any rights of free allocation as might be
necessary or appropriate.
(vi) To declare the capital increase finalised and closed at the
end of the above trading period the rights of free allocation,
declaring, when applicable, that subscription was incomplete and
signing whatever public and private documents might be needed or
appropriate for the total or partial execution of the capital
increase.
(vii) To draw up, sign and present the necessary or appropriate
documents for the issue and listing of the new shares and the
rights of free allocation with the CNMV (securities exchange
authority) or with any other competent Spanish or international
authority or organisation, assuming responsibility for the content
and to draw up, sign and present any additional information,
supplements or complementary documentation as needed or required,
being also authorised to request their verification and
registration.
(viii) To carry out any action, declaration or negotiation with
the CNMV (securities exchange authority), with the Bank of Spain,
with the European Central Bank, with the governing bodies of the
securities exchanges, with Sociedad de Bolsas, S.A., IBERCLEAR, and
with any other organisation, entity or register, whether public or
private, Spanish or international, to obtain (if necessary or
advisable) the authorisation, verification and execution of the
issue, as well as the listing of the new shares.
(ix) To draw up and publish any announcements that may be necessary or advisable.
(x) To draw up, sign, execute and, if necessary, certify any
type of document related to the capital increase, including without
limit any public and private documents required.
(xi) To draw up, sign and present the documentation needed or
required, as well as to complete the acts or formalities needed or
convenient so that the new shares associated with the capital
increase can be entered in the registers of IBERCLEAR, its
participating entities and any other entity, whether national or
foreign, that may be necessary, and listed on the securities
exchanges in Madrid, Barcelona, Bilbao and Valencia via the Spanish
SIBE electronic trading platform and on foreign securities
exchanges that list BBVA's shares at the time of issue.
(xii) And to take whatever action might be necessary or
appropriate to execute and register the capital increase before
whatever entities and organisations, whether public or private,
Spanish or foreign, including clarifications, supplements and
amendment of defects or omissions that might impede or hinder the
full effectiveness of the present resolution.
RESOLUTIONS UNDER AGA ITEM FOUR
One.- To confer authority on the Board of Directors of Banco
Bilbao Vizcaya Argentaria, S.A. (the "Company" or the "Bank") , as
broad as necessary by law, to increase the Company's share capital,
subject to provisions in the law and in the Company Bylaws that may
be applicable at any time and prior obtaining of the authorisations
that may be necessary to such end, within the legal term of five
(5) years to be counted as from the date on which this resolution
is adopted, up to the maximum amount corresponding to 50% of the
Bank's share capital at the time of this authorisation.
Likewise, to confer authority on the Board of Directors, as
broad as necessary by law, such that, in the manner it deems most
appropriate, it may:
(i) Resolve to increase the share capital, on one or several
occasions, by the amount and at the time that the Board of
Directors may decide within the limits established herein, by
issuing new shares, with or without voting rights, ordinary or
preferred, including redeemable shares or shares of any other type
permitted by law, with or without issue premium; the countervalue
of said shares comprising cash considerations. Also set the terms
and conditions of the capital increase insofar as these are not set
in this resolution, including the determination of the nominal
value of the shares to be issued, their characteristics and any
privileges they may confer, as well as, where appropriate, the
inclusion of the right to redeem the shares, along with the
corresponding conditions and the exercise of such right by the
Company.
(ii) Freely offer the shares not subscribed within the period
established for the exercise of pre-emptive subscription rights,
should these be granted; to establish that, should the capital
increase be undersubscribed, the capital will be increased by the
amount effectively subscribed, pursuant to article 311 of the
Corporate Enterprises Act; and to redraft the corresponding article
of the Company Bylaws.
(iii) Where appropriate, request the listing of the shares
issued under this authority for trading on official or unofficial,
regulated or unregulated, Spanish and non-Spanish, secondary
markets, performing the necessary and appropriate actions and
formalities for this purpose before the corresponding public and/or
private bodies, including any action, statement or arrangement
before the competent authorities of the United States of America
for the admission to trading of the shares represented by ADSs
(American Depositary Shares), or before any other competent
authority.
It is expressly recognised that the Company is subject to any
rules existing now or in the future regarding negotiation, and
especially trading, listing and delisting of the securities, and
the commitment that, should application be made for subsequent
delisting of the securities, this will be adopted pursuant to the
formal requirements under applicable regulations.
(iv) Pursuant to the Corporate Enterprises Act, totally or
partially exclude shareholders' pre-emptive subscriptions rights
over any specific share issue that may be made hereunder, when the
corporate interest so requires, in compliance with any legal
requirements established to this end.
The above notwithstanding, the power to exclude pre-emptive
subscription rights will be limited, such that the nominal amount
of the capital increases resolved or effectively carried out with
the exclusion of pre-emptive subscription rights in use of this
authority and those that may be resolved or carried out to cover
the conversion of Mandatory Convertible Issues that may equally be
made with the exclusion of pre-emptive subscription rights in use
of the authority delegated under the following agenda item five of
this General Meeting (without prejudice to anti-dilution
adjustments) may not exceed the nominal maximum overall amount of
20% of the Bank's share capital at the time of this
authorisation.
Two.- To repeal the authority conferred by the Annual General
Meeting of Shareholders held on 16 March 2012, under its agenda
item three, in the unused part.
Three.- In relation to the foregoing resolutions, to empower the
Board of Directors to delegate the authority to the Executive
Committee (in turn, with express powers to delegate such
authority); to the Chairman of the Board of Directors; to the Chief
Executive Officer; to any other Director; and to any other person
the Board may expressly empower for such purpose; with respect to
the delegations and the powers conferred under the above
resolutions.
RESOLUTIONS UNDER AGA ITEM FIVE
One.- To confer authority on the Board of Directors of Banco
Bilbao Vizcaya Argentaria, S.A. (the "Company" or the "Bank"), as
broad as necessary by law, to issue securities convertible into
newly issued Company shares, subject to provisions in the law and
in the Company Bylaws that may be applicable at any time and, where
appropriate, prior obtaining of the authorisations that may be
necessary to such end. The Board of Directors may make issues on
one or several occasions within the maximum term of five (5) years
to be counted as from the date on which this resolution is adopted,
up to the maximum overall amount of eight billion euros
(EUR8,000,000,000) or its equivalent in any other currency.
Likewise, to confer authority on the Board of Directors, as
broad as necessary by law, such that, in the manner it deems most
appropriate, it may:
(i) Resolve, establish and determine each and every one of the
terms, characteristics and conditions of each of the issues of
securities convertible into newly issued Company shares made under
this resolution, including, but not limited to, the type of
securities and their denomination, whether they be bonds,
debentures, preferred securities, warrants or any other debt
instruments convertible into newly issued Company shares in any
form admitted by law; the amount, always within the maximum total
overall amount indicated above; the date(s) of issue; the interest
rate; the issue price and, in the case of warrants and similar
securities, the issue price and/or issue premium, the strike price
-which may be fixed or variable- and the procedure, term and other
conditions applicable to the exercise of the subscription or
purchase right over the underlying shares; the number of securities
and the nominal value of each one; the form in which the securities
are to be represented; the form and conditions of the remuneration,
the fixed or variable interest rate, and the dates and procedures
for payment of the coupon; the seniority of the securities and
their potential subordination clauses; where appropriate, the
anti-dilution clauses; applicable law; and, where appropriate, the
mechanism for the collective organisation and association and/or
representation and protection of the holders of the securities
issued, including the appointment of their representatives.
(ii) Resolve, establish and determine the form, the timing and
the triggers for conversion and/or redemption, with the possibility
of making perpetual issues; and the terms and modalities for
conversion; distinguishing between: (a) perpetual issues or issues
with no conversion and/or redemption deadline whose conversion is
contingent, envisaged to meet regulatory requirements for the
eligibility of the securities issued as capital instruments
pursuant to solvency rules applicable at any time ("Contingent
Convertible Issues - CoCos"); and (b) the rest of the convertible
securities issues made under this resolution, including, by way of
example and not limited to those issues with a predetermined
mandatory conversion deadline (which may be on maturity or at any
other time) or that are convertible at the option of the issuer
and/or the investor, the total or partial nature of that conversion
being determined by the Company, the securities holders or both
("Mandatory Convertible Issues").
(iii) Resolve, establish and determine the conversion ratio,
which may be fixed or variable, within the limits set forth
below.
Should the issue be made with a fixed conversion ratio, the
Company share price used for the conversion may not be lower than
the greater of (a) the arithmetic mean of the closing prices of the
Company share on the securities market or exchange that the Board
of Directors determines, during the period it establishes, which
may not be more than three months or less than fifteen trading
sessions prior to the date on which the specific issue of
convertible securities is approved; and (b) the closing price of
the Company share on the securities market or exchange that the
Board of Directors determines, the date prior to the date on which
the specific issue of convertible securities is approved.
Should the issue be made with a variable conversion ratio, the
Bank share price used for the conversion must be the arithmetic
mean of the closing prices of the Company share on the securities
market or exchange that the Board of Directors determines, during
the period it establishes, which may not be more than three months
or less than five trading sessions prior to the date on which the
specific issue of convertible securities is approved. In such case
a premium or, where appropriate, a discount may be established on
the price per share, although should an issue discount be
established on the price per share, it may not exceed 30%. The
premium or discount may be different for each conversion date on
each of the issues or tranches. Likewise, even if a variable
conversion ratio is established, a minimum and/or maximum reference
price may be determined for the shares to be used in the
conversion, in the terms resolved by the Board of Directors.
Subject to whatever others limits may be applicable under
prevailing regulations at any time, the value of the Company share
for the purpose of the ratio for converting the securities into
shares may not be below the nominal value of the Company share at
the time of conversion, and securities may not be converted into
shares when the nominal value of the securities is below that of
the shares.
Likewise, the valuation for conversion of securities into shares
will be for their nominal value and may or may not include interest
accrued but unpaid at the time of their conversion.
(iv) Request, where appropriate, that the convertible securities
issued hereunder and/or the shares issued to cover their conversion
be listed for trading on official or unofficial, regulated or
non-regulated, domestic or foreign secondary markets, empowering
the Board of Directors to complete appropriate or necessary actions
and formalities with the corresponding public and/or private
bodies.
It is expressly recognised that the Company is subject to any
rules existing now or in the future regarding negotiation,
especially trading, listing and delisting of the securities, and
the commitment that, should application be made for subsequent
delisting of the securities or shares, this will be adopted
pursuant to the formal requirements under applicable
regulations.
(v) Increase the Bank's share capital by the amount necessary to
cover the conversion commitments or requests, within the limits
that, where applicable, are in force and available at any time,
being able to declare the issue undersubscribed, should this be the
case, establishing the specifications of the Company shares to be
issued to cover the conversion of the securities, and to redraft
the corresponding article in the Company Bylaws.
Should the issue be convertible and exchangeable, the Board of
Directors may establish that the Company reserves the right at any
time to choose between converting the securities into newly issued
Company shares or exchanging them for shares already issued. It may
also resolve to deliver a combination of newly issued shares and
already issued shares, providing it respects the equitable
treatment of all holders of the securities that are being converted
and/or exchanged on the same date.
(vi) Pursuant to the Corporate Enterprises Act, totally or
partially exclude pre-emptive subscription rights within the
framework of a specific issue of convertible securities, when
corporate interest so require, in compliance with any legal
requirements established to such end.
However, for Mandatory Convertible Issues, the power to exclude
pre-emptive subscription rights will be limited to ensure the
nominal amount of the capital increases resolved or carried out to
cover the conversion of the Mandatory Convertible Issues in use of
this authority (without prejudice to anti-dilution adjustments)
with exclusion of pre-emptive subscription rights and of those
likewise resolved or carried out with exclusion of pre-emptive
subscription rights in use of the authority conferred under this
General Meeting's agenda item four above, do not exceed the maximum
nominal amount, overall, of 20% of the Bank's share capital at the
time of this authorisation, this limit being not applicable to
Contingent Convertible Issues - CoCos.
Two.- To repeal the authority conferred by the Annual General
Meeting of Shareholders, held on 16 March 2012, under its agenda
item five, in the unused part.
Three.- In relation to the foregoing resolutions, to empower the
Board of Directors to delegate the authority to the Executive
Committee (in turn, with express powers to delegate such
authority); to the Chairman of the Board of Directors; to the Chief
Executive Officer; to any other Director; and any other person the
Board of Directors may expressly empower for such purpose; with
respect to the delegations and the powers conferred under the above
resolutions.
RESOLUTIONS UNDER AGA ITEM SIX
Approve, pursuant to Article 529 novodecies of the Corporate
Enterprises Act, the Remuneration policy for directors of Banco
Bilbao Vizcaya Argentaria, S.A., for the years 2017, 2018 and 2019.
The text of this policy has been made available to shareholders,
together with all other documentation pertaining to the General
Meeting, as of the date on which the Meeting was called. It
includes a request for a maximum number of three million shares to
be delivered to the executive directors as a result of its
execution.
Likewise, to empower the Board of Directors, to the fullest
extent required by law, to interpret, develop, formalize and
execute this agreement; adopting all agreements and signing any
documents, public or private, deemed necessary or convenient for
its full effect, including adapting the Remuneration policy for
directors of Banco Bilbao Vizcaya Argentaria, S.A., when necessary
and at the proposal of the Remuneration Committee, to the
circumstances that may arise, the rules established in the
applicable legislation, recommendations or best practices in the
matter and the specific requirements made by supervisors, provided
that this does not imply a substantial change in its terms and
conditions that must be submitted to consideration by the General
Meeting in accordance with applicable legislation; and in
particular to:
(i) Develop and establish the specific conditions of the
remuneration system of executive directors in all matters not
envisaged in the Policy, including in particular, but not limited
to, incorporation and leave of directors, agreements on the
settlement of variable remuneration and the terms thereof,
establish the cases of early settlement, as the case may be, and,
where applicable, declare compliance with the conditions to which
such settlement is tied.
(ii) Adapt the content and conditions of the Policy to the
corporate transactions or exceptional circumstances that may arise
during its validity, referring to either Banco Bilbao Vizcaya
Argentaria, S.A., or its Group companies, as well as regarding the
indicators selected to determine the variable remuneration and the
banks selected as peer group of reference for the TSR indicator,
where appropriate, in order for it to remain in the same terms and
conditions.
(iii) Adapt the content of the Policy to the requirements,
observations or requests that may be made by the competent
supervisory authorities, and, in particular, make adjustments to
the percentages and deferral periods of variable remuneration
applicable to the executive directors of Banco Bilbao Vizcaya
Argentaria, S.A., as well as regarding the retention period of
shares or the criteria set for the determination.
(iv) Interpret the rules of the settlement and payment system
applicable to the annual variable remuneration of the executive
directors of Banco Bilbao Vizcaya Argentaria, S.A.
(v) In general, to carry out any actions and subscribe any
documents that may be necessary or convenient for the validity,
effectiveness, implementation, development and execution of the
Remuneration policy for directors of Banco Bilbao Vizcaya
Argentaria, S.A.
RESOLUTIONS UNDER AGA ITEM SEVEN
For the purposes of the provisions of Article 34.1 g) of Act
10/2014 of June 26, on the regulation, supervision and solvency of
credit institutions, to approve the group of employees whose
professional activities have a significant impact on the Group's
risk profile to whom the maximum level of variable remuneration of
up to 200% of the fixed component of their total remuneration is
applicable, enabling subsidiaries of Banco Bilbao Vizcaya
Argentaria, S.A., to likewise introduce such maximum level to their
professionals, all in light of the Recommendations Report issued in
this regard by the Board of Directors of Banco Bilbao Vizcaya
Argentaria, S.A., on 9 February 2017, and which has been made
available to shareholders as of the date on which this General
Meeting was called.
RESOLUTIONS UNDER AGA ITEM EIGHT
Following the recommendation and preference submitted by the
Audit and Compliance Committee to the Board of Directors, appoint
the firm KPMG Auditores, S.L., with registered office in Madrid,
Paseo de la Castellana, 259C and N.I.F. B-78510153, filed under
number S0702 in the Spanish Official Registry of Statutory
Auditors, and registered in the Commercial Registry of Madrid under
volume 11,961, folio 90, section 8, sheet M-188.007, as statutory
auditors of Banco Bilbao Vizcaya Argentaria, S.A. and of the
Consolidated Group, for fiscal years 2017, 2018 and 2019.
RESOLUTIONS UNDER AGA ITEM NINE
To authorize the Board of Directors, with express substitution
powers in favor of the Executive Committee or to the director or
directors it deems convenient, as well as in favor of any other
person whom the Board expressly empowers for the purpose, the
necessary powers, as broad as required under law, to establish,
interpret, clarify, complete, modify, correct, develop and execute,
when they deem most convenient, each of the resolutions adopted by
this General Meeting; to draw up and publish the notices required
by law; and to perform the necessary proceedings as may be
necessary to obtain the due authorizations or filings from the Bank
of Spain; the European Central Bank; the Ministries of the Economy
and Competitiveness and of Tax and Public Administrations; the
National Securities Market Commission; the entity in charge of the
recording of book entries; the Commercial Registry; or any other
national or foreign public or private body.
Additionally, to authorize the Chairman, Mr. Francisco González
Rodríguez; the Chief Executive Officer, Mr. Carlos Torres Vila; the
Secretary General and of the Board, Mr. Domingo Armengol Calvo; and
the Deputy Secretary of the Board, Ms. María del Rosario Mirat
Santiago so that any of them, indistinctively, may perform such
acts as may be appropriate to implement the resolutions adopted by
this Annual General Meeting, in order to file them with the
Commercial Registry and with any other Registries, including in
particular, and among other powers, that of appearing before any
Notary Public to execute the public deeds and notarized documents
necessary or advisable for such purpose, correct, ratify, interpret
or supplement what has been resolved and formalize any other public
or private document that may be necessary or advisable to execute
and fully register the resolutions adopted, without needing a new
General Meeting resolution, and to make the mandatory deposit of
the individual and consolidated annual accounts in the Company
Registry.
RESOLUTIONS UNDER AGENDA ITEM TEN
To approve, on a consultative basis, the Annual Report on the
Remuneration of Directors in Banco Bilbao Vizcaya Argentaria, S.A.,
which has been made available to shareholders together with the
rest of the documents relating to this General Meeting as of the
date on which the Meeting was called.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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