FIVE.- Delegation to the Board of
Directors, with express powers of sub-delegation, of the power to
issue convertible securities into Company shares, for a period of
five years, up to a maximum amount of SIX BILLION EUROS (EUR
6,000,000,000), delegating in turn the power to exclude preemptive
subscription rights in such securities issues, although this power
will be limited to 10% of the Bank’s share capital in the terms
described in the proposed resolutions, as well as the power to
increase the share capital in the required amount and to amend the
corresponding article of the Bylaws.
SIX.- Authorization for the Company
to carry out the derivative acquisition of its own shares, directly
or through Group companies, setting the limits or requirements
thereon and conferring on the Board of Directors the powers
necessary to execute the acquisition, rendering without effect the
unused portion of the authorization given at the General
Shareholders’ Meeting held on March 16, 2018.
SEVEN.- Approval of the reduction of
the share capital of the Bank in up to a maximum amount of 10% of
the share capital as of the date of the resolution, through the
redemption of own shares purchased for the purpose of being
redeemed, delegating to the Board of Directors the implementation
of the share capital reduction on one or more occasions.
EIGHT.- Approval of a maximum level
of variable remuneration of up to 200% of the fixed component of
the total remuneration for a certain group of employees whose
professional activities have a significant impact on Banco Bilbao
Vizcaya Argentaria, S.A.’s or on its Group’s risk profile.
NINE.- Appointment of the statutory
auditors of Banco Bilbao Vizcaya Argentaria, S.A. and its
consolidated Group for the 2022, 2023 and 2024 financial
TEN.- Delegation of powers to the
Board of Directors, with the authority to substitute, in order to
formalise, amend, interpret and execute the resolutions adopted by
the Annual General Meeting.
ELEVEN.- Consultative vote on the
Annual Report on the Remuneration of Directors of Banco Bilbao
Vizcaya Argentaria, S.A.