|
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|
|
17 |
Regarding shareholder remuneration, as approved by the General Shareholders Meeting on
March 17, 2023, at the top of the agenda, on April 5, 2023, a cash payment of 0.31 gross per each outstanding BBVA share entitled to receive such amount was made and charged to the
2022 results, as final dividend for the financial year 2022. Thus, the total amount of cash distributions for 2022, taking into account the 0.12 gross per share that was distributed in October
2022, amounted to 0.43 gross per share. The Board of Directors of BBVA resolved on its meeting hold on September 27, 2023, the payment of a cash interim dividend of 0.16 gross per share on account of the 2023 dividend, which was paid on October 11, 2023. This dividend is already considered in the Groups capital adequacy ratios.
Total shareholder remuneration includes, in addition to the cash payments mentioned above, the remuneration resulting from the execution of the share
buyback programs that the Group may execute. Regarding BBVAs buyback program announced past February 1, 2023 for an amount of 422m, on April 21, 2023, BBVA announced the
completion of this share buyback program, having acquired 64,643,559 own shares between March 20 and April 20, 2023, representing approximately 1.07% of BBVAs share capital as of said date.
Likewise, on October 2, 2023, after receiving the required authorization from the ECB, BBVA announced that it would implement a buyback program for
the repurchase of own shares in accordance with the Regulations, aimed at reducing BBVAs share capital by a maximum monetary amount of 1,000 million, having acquired 60,000,000 shares
between October 2 and October 27, 2023. The execution is being carried out internally by the Company, executing the trades through BBVA. This share buyback program would be considered to be an extraordinary shareholder distribution and is
therefore not included in the scope of the ordinary distribution policy.
As of September 30, 2023, BBVAs share capital stood at 2,923,081,772.45 divided into 5,965,473,005 shares, at 0.49 par value each, once the Group has carried out the partial execution, announced on
June 2, 2023, of the share capital reduction resolution adopted by the Ordinary General Shareholders Meeting of BBVA held on March 17, 2023, under item 3 of the agenda through the reduction of BBVAs share capital in a nominal
amount of 31,675,343.91 and the consequent redemption, charged to unrestricted reserves, of 64,643,559 own shares of 0.49 par value each
acquired derivatively by BBVA in execution of the share buyback program scheme and which were held in treasury shares.
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|
SHAREHOLDER STRUCTURE (30-09-23) |
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|
Shareholders |
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Shares issued |
|
|
|
|
|
|
|
Number of shares |
|
|
Number |
|
|
|
|
|
|
|
% |
|
|
|
Number |
|
|
|
|
|
|
|
% |
|
Up to 500 |
|
|
320,518 |
|
|
|
|
|
|
|
41.9 |
|
|
|
59,850,509 |
|
|
|
|
|
|
|
1.0 |
|
|
|
|
|
|
|
|
501 to 5,000 |
|
|
347,619 |
|
|
|
|
|
|
|
45.5 |
|
|
|
617,318,453 |
|
|
|
|
|
|
|
10.3 |
|
|
|
|
|
|
|
|
5,001 to 10,000 |
|
|
51,682 |
|
|
|
|
|
|
|
6.8 |
|
|
|
362,663,173 |
|
|
|
|
|
|
|
6.1 |
|
|
|
|
|
|
|
|
10,001 to 50,000 |
|
|
40,326 |
|
|
|
|
|
|
|
5.3 |
|
|
|
770,406,978 |
|
|
|
|
|
|
|
12.9 |
|
|
|
|
|
|
|
|
50,001 to 100,000 |
|
|
2,857 |
|
|
|
|
|
|
|
0.4 |
|
|
|
195,173,818 |
|
|
|
|
|
|
|
3.3 |
|
|
|
|
|
|
|
|
100,001 to 500,000 |
|
|
1,290 |
|
|
|
|
|
|
|
0.2 |
|
|
|
231,643,198 |
|
|
|
|
|
|
|
3.9 |
|
|
|
|
|
|
|
|
More than 500,001 |
|
|
275 |
|
|
|
|
|
|
|
0.04 |
|
|
|
3,728,416,876 |
|
|
|
|
|
|
|
62.5 |
|
|
|
|
|
|
|
|
Total |
|
|
764,567 |
|
|
|
|
|
|
|
100 |
|
|
|
5,965,473,005 |
|
|
|
|
|
|
|
100 |
|
With regard to MREL (Minimum Requirement for own funds and Eligible Liabilities) requirements, BBVA must maintain, from
January 1, 2022, an amount of own funds and eligible liabilities equal to 21.46% of the total RWA of its resolution group, on sub-consolidated5 level
(hereinafter, the MREL in RWA). This MREL in RWA does not include the combined capital buffer requirement which, according to applicable regulations and supervisory criteria, would be at 3.32%, considering the exposures subject to the
calculation of the countercyclical buffer as of June 2023. Given the own funds and eligible liabilities structure of the resolution group, as of September 30, 2023, the MREL in RWA ratio stands at 27.23%6,7 complying with the aforementioned requirement.
In addition, BBVA must reach, since January 1, 2022, an amount of own funds and eligible liabilities in terms of the total exposure considered for
calculating the leverage ratio of 7.27% (the MREL in LR), of which 5.61% in terms of the total exposure considered for calculating the leverage ratio shall be met with subordinated instruments (the subordination requirement in
LR).
With the aim of reinforcing compliance with these requirements, BBVA has made several debt issues during the first nine months of 2023.
For more information on made issues, see Structural risks section within the Risk management chapter.
It should be noted
that on June 14, 2023 the Group disclosed the receipt of a new communication from the Bank of Spain regarding its MREL requirement, established by the Single Resolution Board (hereinafter SRB). In accordance with this communication,
BBVA has to reach, starting January 1, 2024, an MREL in RWA equal to 22.11%. This MREL in RWA does not include the applicable combined capital buffer requirement which, according to current regulations and supervisory criteria, would be at
3.32%, considering the exposures subject to the calculation of the countercyclical buffer8 as of June 2023. Given the own funds and eligible liabilities structure of the resolution group, as of
September 30, 2023 the MREL in RWA would already comply with the aforementioned requirement.
Lastly, as of September 30, 2023, the
Groups fully-loaded leverage ratio stood at 6.59%9.
5 In accordance with the resolution strategy MPE (Multiple Point of Entry) of the BBVA Group, established by the SRB, the resolution group is made up of Banco Bilbao Vizcaya Argentaria,
S.A. and subsidiaries that belong to the same European resolution group. As of September 30, 2023, the total RWA of the resolution group amounted to 207,953m
and the total exposure considered for the purpose of calculating the leverage ratio amounted to 500,586m.
6 Own resources and eligible liabilities to meet, both, MREL and the combined
capital buffer requirement applicable.
7 As of September 30,
2023, the MREL ratio in terms of Leverage Ratio Exposure stands at 11.31% and the subordination ratios in terms of RWA and in terms of Leverage Ratio Exposure, stand at 22.50% and 9.35%, respectively, being preliminary data.
8 The Bank of Spain communicated to BBVA a resolution on the identification of
BBVA as Other Systemically Important Institution (hereinafter referred to as O-SII) and the corresponding capital buffer established. According to this resolution the
O-SII capital buffer would increase by 25 basis points compared to the previous year applicable buffer, which stands at 100 basis points (1%) by January 1, 2024. This increase is due to the adaptation of
the Bank of Spains methodology for the determination of the OSII capital buffers in line with the revision of the methodological framework established by the European Central Bank.
9 The Groups leverage ratio is provisional at the date of release of this
report.
Translation of this report
originally issued in Spanish. In the event of a discrepancy, the Spanish-language version prevails.