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19 |
Regarding shareholder remuneration, on April 8, 2022 and as approved by the Annual General Meeting
held on March 18, 2022 on the second item of the agenda, a cash gross payment of 0.23 was made against voluntary reserves for each outstanding share of BBVA as an additional shareholder
remuneration for the year 2021. Thus, the total amount of cash distributions for the year 2021 was 0.31 gross per share, the largest distribution in 10 years. Similarly, on September 29,
2022, BBVA informed that its Board of Directors approved the payment in cash of 0.12 gross per share, which was paid on October 11, 2022. This dividend is already considered in the
Groups capital adequacy ratios.
The total shareholder remuneration includes, in addition to the aforementioned cash payments, the
extraordinary remuneration resulting from the execution of the program scheme for the buyback of own shares announced on October 29, 2021 (the Program Scheme).
Specifically, regarding the Program Scheme, on November 19, 2021, BBVA notified by means of Inside Information the execution of a first tranche (the
First Tranche), for a maximum amount of 1,500 million euros, with a maximum number of shares to be acquired in the amount of 637,770,016 treasury shares, representing approximately 9.6% of BBVAs share capital. By means of
Other Relevant Information dated March 3, 2022, BBVA communicated the completion of the execution of the First Tranche as the maximum monetary amount had been reached, having acquired 281,218,710 own shares in execution of the First Tranche,
representing approximately 4.22 % of BBVAs share capital as of that date. On June 15, 2022, BBVA notified the partial execution of the share capital reduction resolution adopted by the Annual General Shareholders Meeting of
BBVA held on March 18, 2022, through the redemption of the 281,218,710 own shares acquired by the Bank in execution of the First Tranche and the consequent reduction in BBVAs share capital by a nominal amount of 137,797,167.90 euros.
On February 3, 2022, BBVA notified by means of Inside Information that its Board of Directors had agreed, within the scope of the Program Scheme, to
carry out a second buyback program for the repurchase of own shares (the Second Tranche) for a maximum amount of 2,000 million and a maximum number of shares to be acquired
equal to the result of subtracting from 637,770,016 own shares (9.6% of BBVAs share capital at that date) the number of own shares finally acquired in execution of the First Tranche.
In this regard, on March 16, 2022, BBVA informed by means of Inside Information that it had agreed to execute the Second Tranche: i) through the
execution of a first segment for an amount of up to 1,000 million, and with a maximum number of shares to be acquired of 356,551,306 treasury shares (the First Segment); and
(ii) once execution of the First Segment has been completed, through the execution of a second segment that would complete the Framework Program (the Second Segment).
By means of Other Relevant Information dated May 16, 2022, BBVA announced the completion of the execution of the First Segment upon reaching the
maximum monetary amount of 1,000 million, having acquired 206,554,498 own shares in execution of the First Segment, representing, approximately, 3.1% of BBVAs share capital as of said
date.
On June 28, 2022, BBVA communicated through Inside Information the agreement to complete the Program Scheme by executing the Second
Segment, for a maximum amount of 1,000 million and a maximum number of BBVA shares to be acquired of 149,996,808. By means of Other Relevant Information dated August 19, 2022, BBVA
announced the completion of the execution of the Second Segment of the Second Tranche upon reaching the maximum number of shares of 149,996,808, representing, approximately, 2.3% of BBVAs share capital as of said date (amounted to
approximately 660 million). On September 30, 2022, BBVA notified, by means of Other Relevant Information, an additional partial execution of the share capital reduction resolution adopted
by the Annual General Shareholders Meeting of BBVA held on March 18, 2022, through the redemption of the 356,551,306 own shares acquired by the Bank in execution of the First Segment and the Second Segment and the consequent reduction of
BBVAs share capital by a nominal amount of 174,710,139.94 euros.
After the redemptions of the shares acquired in execution of the First and
Second Tranche indicated, BBVAs share capital has been set at 2,954,757,116.36 euros, represented by 6,030,116,564 shares with a nominal value of 0.49 each.
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SHAREHOLDER STRUCTURE
(30-09-2022) |
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Shareholders |
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Shares issued |
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Number of shares |
|
Number |
|
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% |
|
|
Number |
|
|
% |
|
Up to 500 |
|
|
333,186 |
|
|
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40.9 |
|
|
|
62,482,925 |
|
|
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1.0 |
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501 to 5,000 |
|
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375,474 |
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46.1 |
|
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668,177,029 |
|
|
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11.1 |
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5,001 to 10,000 |
|
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56,346 |
|
|
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6.9 |
|
|
|
396,753,650 |
|
|
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6.6 |
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10,001 to 50,000 |
|
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43,826 |
|
|
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5.4 |
|
|
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838,576,011 |
|
|
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13.9 |
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50,001 to 100,000 |
|
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3,126 |
|
|
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0.4 |
|
|
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212,751,997 |
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3.5 |
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100,001 to 500,000 |
|
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1,429 |
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0.2 |
|
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255,872,320 |
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4.2 |
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More than 500,001 |
|
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296 |
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0.04 |
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3,595,502,632 |
(1) |
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59.6 |
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Total |
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813,683 |
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|
|
100 |
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6,030,116,564 |
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|
|
100 |
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(1) The number of shares issued takes into account the redemption of 356,551,306 shares, corresponding to the second tranche of the share
buyback program.
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 RWAs of its resolution group, at a sub-consolidated3 level (hereinafter,
the MREL in RWAs). This MREL in RWA does not include the combined capital buffer requirement which, according to applicable regulations and supervisory criteria, would currently be 3.26%, and it is currently the most restrictive
3 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 June 30, 2021, the total RWAs of the resolution group amounted to 190,377m and the total exposure considered for the purpose of calculating the leverage ratio amounted to 452,275m.