EXTRAORDINARY GENERAL SHAREHOLDERS MEETING
BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
BILBAO, JULY 5, 2024
CALL
NOTICE
The Board of Directors of Banco Bilbao Vizcaya Argentaria, S.A. (hereinafter, the Company, BBVA or the
Bank), at its meeting held on May 8, 2024, has agreed to call the Companys Extraordinary General Shareholders Meeting. The General Meeting will be held in Bilbao, at Palacio Euskalduna, 4 Avenida Abandoibarra, on
July 4, 2024, at 10:00 a.m., on first call, and on July 5, 2024, at the same location and time, on second call, in accordance with the following:
AGENDA
ONE.- Increase of the share capital of Banco Bilbao Vizcaya Argentaria, S.A. up to a maximum nominal
amount of FIVE HUNDRED FIFTY-ONE MILLION, NINE HUNDRED SIX THOUSAND, FIVE HUNDRED TWENTY-FOUR EUROS, AND FIVE EURO CENTS (EUR 551,906,524.05) through the issue and circulation of up to ONE BILLION, ONE HUNDRED
AND TWENTY-SIX MILLION, THREE HUNDRED AND NINE THOUSAND, EIGHT HUNDRED FORTY-FIVE (1,126,339,845) ordinary shares at EUR 0.49 par value each, of the same class and series as the ones currently in circulation,
represented by means of book entries, with an issue premium, for the purposes of covering the voluntary tender offer for the purchase of shares of Banco de Sabadell, S.A. put forth by the Company. Subscription and disbursement of the new shares
through non-cash contributions consisting of Banco de Sabadell, S.A. shares. Absence of the preemptive subscription right and provision for incomplete subscription. Amendment of article 5 of the Bylaws.
Application for admission to trading of the new shares issued. Delegation of powers.
TWO.-
Delegation of powers on the Board of Directors, with express powers to subdelegate, to formalize, rectify, interpret and execute the resolutions adopted by the General Shareholders Meeting.
* * * * * *
PRESENTATION
OF RESOLUTION PROPOSALS
Pursuant to the Corporate Enterprises Act, shareholders representing, at least, three percent of the share
capital may submit substantiated proposed resolutions on matters already included or that should be included on the agenda.
This right must
be exercised by duly certified notice to the Company, which must be received at the registered office, at plaza de San Nicolás, 4, 48005, Bilbao, within five days following the publication of this calling.
ATTENDANCE
Pursuant to the Companys Bylaws,
holders of 500 or more shares are entitled to attend the General Meeting when these shares are on record in the corresponding accounting register at least five days before the scheduled date of the General Meeting.
As the General Meeting is likely to be held on second call, pursuant to Article 517 of the Corporate Enterprises Act, shareholders must have shares
registered in their name no later than June 30, 2024, in order to be able to participate in and vote at the Meeting.
The Company will
issue a personalized attendance card indicating the number of shares held to each shareholder entitled to attend who so requires it, giving them access to the venue where the General Meeting is to be held. Requests may be sent to the Shareholder
Office, or made via the Companys corporate website (www.bbva.com) or at any BBVA branch office in Spain.
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This
English version is a translation of the original in Spanish for information purposes only. In case of discrepancy, the Spanish original will prevail. |