TIDMBVA
RNS Number : 0420I
Banco Bilbao Vizcaya Argentaria SA
16 March 2018
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
The text of the resolutions adopted by the General Shareholders'
Meeting of BANCO BILBAO VIZCAYA ARGENTARIA, S.A. that has been held
today, March 16, 2018, is attached, and other related resolutions
are informed.
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 2017, 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 Group Executive Chairman, Mr. Francisco
González Rodríguez, the General Secretary 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. To approve the proposed allocation of Banco Bilbao Vizcaya
Argentaria, S.A.'s profits corresponding to fiscal year 2017, which
amount to EUR2,082,718,756.11 (two billion, eighty-two million,
seven hundred and eighteen thousand, seven hundred and fifty-six
euros and eleven cents), as follows:
-- The sum of EUR9,924,591.12 (nine million, nine hundred and
twenty-four thousand, five hundred and ninety-one euros and twelve
cents) will be allocated to the legal reserve.
-- The sum of EUR1,600,292,779.20 (one billion, six hundred
million, two hundred and ninety-two thousand, seven hundred and
seventy-nine euros and twenty cents) to the payment of dividends,
of which: (a) a sum of 600,109,792.20EUR (six hundred million, one
hundred and nine thousand, seven hundred and ninety-two euros and
twenty cents) has already been paid in its entirety as 2017 interim
dividend prior to this General Shareholders' Meeting, in accordance
with the agreement adopted by the Board of Directors on its 27
September 2017 meeting; and (b) the remaining 1,000,182,987EUR (one
billion, one hundred and eighty-two thousand and nine hundred
eighty-seven euros) will be devoted to the payment of the 2017
supplementary dividend for a total of 0.15EUR (fifteen cents of a
euro) per share, which will be paid to the shareholders on April
10, 2018.
In this respect, it is resolved to ratify, insofar as necessary,
the resolution adopted on 27 September 2017 by the Bank's Board of
Directors approving the payout of interim dividends for fiscal year
2017.
-- The sum of EUR143,833,140.29 (one hundred and forty-three
million, eight hundred and thirty-three thousand, one hundred and
forty euros and twenty-nine cents) to the cash payment resulting
from the acquisition by Banco Bilbao Vizcaya Argentaria, S.A. of
the rights of free allocation of the shareholders who so requested
during the execution of the share capital increase through
voluntary reserves agreed by the General Shareholders' Meeting held
on March 17, 2017, in the item three of the agenda, for the
implementation of the shareholder remuneration system called
"Dividend Option".
-- The sum of EUR300,926,086.08 (three hundred million, nine
hundred and twenty six thousand, and eighty-six euros and eight
cents), to the payment made in 2017 corresponding to the
remuneration of the Additional Tier 1 capital instruments issued by
Banco Bilbao Vizcaya Argentaria, S.A. in May 2013, February 2014,
February 2015, April 2016 and May 2017.
-- The remaining profit, i.e. the sum of EUR27,742,159.42
(twenty-seven million, seven hundred and forty-two thousand, one
hundred and fifty-nine euros and forty-two cents) will be allocated
to the Company's voluntary reserves.
1.3. To approve the management of the Board of Directors of
Banco Bilbao Vizcaya Argentaria, S.A. developed in fiscal year
2017.
RESOLUTIONS UNDER AGA ITEM TWO
In this item on the agenda, following the proposal of the
Appointments Committee, the General Shareholders' Meeting has
approved the re-election of José Miguel Andrés Torrecillas, Belén
Garijo López and Juan Pi Llorens as members of the Board of
Directors, for the statutory term of three years, with the status
of independent directors.
The General Shareholders' Meeting, after receiving a favorable
report from the Appointments Committee, has also approved the
re-election of José Maldonado Ramos as member of the Board of
Directors, for the statutory term of three years, in his capacity
as external director.
Finally, following the proposal made to the Board of Directors
by the Appointments Committee, the General Shareholders' Meeting
has approved the appointment, for the statutory term of three
years, of Jaime Félix Caruana Lacorte, Ana Cristina Peralta Moreno
and Jan Paul Marie Francis Verplancke as members of the Board of
Directors, with the status of independent directors.
Each approved re-election and appointment 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 re-election of José Maldonado Ramos, accompanied by the
favorable report of the Appointments Committee. These reports have
been made available to the shareholders since the publication of
the notice of the General Shareholders' Meeting.
Consequently, the General Shareholders' Meeting has adopted the
following resolutions:
2.1. To re-elect José Miguel Andrés Torrecillas, of legal age,
widower, 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.
2.2. To re-elect Belén Garijo López, 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.
2.3. To re-elect Juan Pi Llorens, 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.
2.4. To re-elect José Maldonado Ramos, 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.
2.5. To appoint Jaime Félix Caruana Lacorte, of legal age,
married, of Spanish nationality, domiciled for these purposes at
Calle Azul 4, Madrid, and National Identification Number 18403552X
as member of the Board of Directors, for the statutory period of
three years, with the status of independent director.
2.6 To appoint Ana Cristina Peralta Moreno, of legal age,
married, of Spanish nationality, domiciled for these purposes at
Calle Azul 4, Madrid, and National Identification Number 00398981T
as member of the Board of Directors, for the statutory period of
three years, with the status of independent director.
2.7 To appoint Jan Paul Marie Francis Verplancke, of legal age,
married, of Belgian nationality, domiciled for these purposes at
Calle Azul 4, Madrid, and Passport in force number EN 341149 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
determine in 15 the number of members of the Board of Directors of
Banco Bilbao Vizcaya Argentaria, S.A.
RESOLUTIONS UNDER AGA ITEM THREE
ONE.- Repealing the unavailed part from the authorisation
granted by the Annual General Meeting of Banco Bilbao Vizcaya
Argentaria, S.A. (the "Company" or "BBVA"), held on March 14(th) ,
2014, under agenda item three, to authorise the Company, directly
or via any of its subsidiaries, for a maximum term of five (5)
years as of the date on which this resolution is approved, for the
derivative acquisition of BBVA shares at any time and on as many
occasions as it deems appropriate, by any means permitted by law,
including charging the acquisition to the year's profits and/or
unrestricted reserves, all pursuant to the applicable legislation,
and to subsequently dispose of the shares acquired by any means
permitted by law.
The derivative acquisition of BBVA shares will be subject to the
conditions established under the applicable legislation, under any
external or internal regulation applicable at any time and under
any restrictions that may be applied by any relevant authority.
Additionally, the derivative acquisition of BBVA shares will be
subject to the following conditions:
- The nominal value of the treasury stock acquired directly or
indirectly under this authorisation, when added to the treasury
stock already held by the Company and its subsidiaries, shall not
exceed in any case the ten per cent (10%) of the subscribed share
capital of BBVA (or any other lower percentage than ten per cent
(10%) that may be legally applicable from time to time).
- The acquisition price per share shall not be lower than its
nominal value or higher than a ten per cent (10%) above the listing
price or any other price associated to the shares at the time of
acquisition.
To expressly authorise the treasury stock acquired by the
Company or any of its subsidiaries hereunder to be partially or
totally set aside for workers or directors of the Company or its
subsidiaries, either directly or as a result of exercising any
option rights that they may hold.
TWO.- To confer authority on the Board of Directors, in the
broadest terms, to exercise the authorisation contained in the
previous resolution and to carry out any actions, procedures,
requests or applications that may be necessary or convenient for
the effectiveness of the authorisation, authorising the Board of
Directors to delegate such authority to the Executive Committee,
with express powers to delegate this in turn; to the Chairman of
the Board; to the Chief Executive Officer; or to any other
director; and to empower, in the broadest terms, any Company
proxy.
RESOLUTIONS UNDER AGENDA ITEM FOUR
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 a maximum level of variable
remuneration of up to 200% of the fixed component of total
remuneration for a group of employees whose professional activities
have significant impact on the Group's risk profile, enabling
subsidiaries of Banco Bilbao Vizcaya Argentaria, S.A., to likewise
apply said maximum level to their professionals, pursuant to the
Recommendations Report issued in this regard by the Board of
Directors of Banco Bilbao Vizcaya Argentaria, S.A., on 12 February
2018, and which has been made available to shareholders as of the
date on which this General Meeting was convened.
RESOLUTIONS UNDER AGENDA ITEM FIVE
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,
Industry and Competitiveness and of Tax and Public Administrations;
the Spanish Securities Exchange 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 SIX
To approve, on a consultative basis, the Annual Report on the
Remuneration of Directors in Banco Bilbao Vizcaya Argentaria, S.A.,
corresponding to financial year 2017, which has been made available
to shareholders, together with the remaining documents pertaining
the General Meeting, as of the date on which the Meeting was
called.
Additionally, it is informed that after the General
Shareholders' Meeting the term of office of the director José
Antonio Fernández Rivero expired, and thus he ceased to be member
of the Board of Directors. Consequently, he also ceased to be
member of the Executive Committee and of the remaining Committees
to which he belonged.
Likewise, it is informed that Tomás Alfaro Drake loses the
condition of independent director, as 12 years have lapsed since
his first appointment as director of the Bank, changing his
condition to be that of other external director. He thus ceases to
be member of the Audit and Compliance Committee and member and
Chair of the Appointments Committee.
The remaining members of the Board of Directors, including those
that have been re-elected by the General Shareholders' Meeting,
will continue performing their functions in the different Board
Committees. Therefore, apart from the aforementioned changes, the
Board Committees will keep their current composition.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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