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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 Group’s 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 BBVA’s 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 BBVA’s 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 BBVA’s 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 BBVA’s 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 BBVA’s 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 BBVA’s
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 BBVA’s 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, BBVA’s 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 |
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Number |
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% |
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Number |
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% |
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Up to 500
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333,186 |
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40.9 |
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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 |
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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.