Bbva Ord Regulatory News (BVA)

14 Feb 2007 12:30

Banco Bilbao Vizcaya Argentaria SA14 February 2007 PROPOSED RESOLUTIONS UNDER AGENDA ITEM ONE OF THE ANNUAL GENERAL MEETING OFBANCO BILBAO VIZCAYA ARGENTARIA, S.A., 16th MARCH 2007 1.- Approve, under the terms and conditions of the legal documentation, theannual accounts and the management report of Banco Bilbao Vizcaya Argentaria,S.A. for the year ending 31st December 2006, as well as the annual accounts andmanagement report for the consolidated BBVA Group corresponding to the samefinancial year. 2.- Approve the application of the 2006 earnings of Banco Bilbao VizcayaArgentaria, S.A., ie, euro 2,439,824,752.94 (two billion, four-hundred andthirty-nine million, eight-hundred and twenty-four thousand, seven-hundred andfifty-two euros, ninety-four euro-cents), to be distributed in the followingmanner: The sum of euro 2,220,069,421.49 (two billion, two-hundred and twenty million,sixty-nine thousand, four-hundred and twenty-one euros, forty-nine euro-cents)will be used to pay dividends, of which euro 1,364,044,863.33 (one billion,three-hundred and sixty-four million, forty-four thousand, eight-hundred andsixty-three euros, thirty-three euro-cents) have already been distributed viathe first, second and third interim dividends. The remaining euro 856,024,558.16(eight-hundred and fifty-six million, twenty-four thousand, five-hundred andfifty-eight euros, sixteen eurocents) will be used for the final 2006 dividend,at euro 0.241 (twenty-four euro-cents) per share and shall be paid out toshareholders on 10th April 2007. The sum of euro 15,789,473.65 (fifteen million, seven-hundred and eighty-ninethousand, four-hundred and seventy-three euros, sixty-five cents) will beallocated for the provision of the Bank's voluntary reserves. Resolve that the sums paid as interim dividends plus the sum destined for thefinal dividend constitute the total dividend from Banco Bilbao VizcayaArgentaria, S.A.'s financial year, ratifying the resolutions adopted by theBank's board of directors under which the afore-mentioned amounts weredistributed as interim dividends. 3.- Approve the management of the board of directors of the Banco Bilbao VizcayaArgentaria, S.A. in 2006. 4.- Empower the Chairman and CEO, Mr Francisco Gonzalez Rodriguez and theCompany Secretary and Director, Mr Jose Maldonado Ramos, jointly and severally,to deposit the annual accounts, management reports and auditors reports for theBank and its consolidated Group, and to issue the certificates referred to underarticle 218 of the Companies Act and under article 366 of the Companies RegistryRegulations. PROPOSED RESOLUTIONS UNDER AGENDA ITEM TWO OF THE ANNUAL GENERAL MEETING OFBANCO BILBAO VIZCAYA ARGENTARIA, S.A., 16th MARCH 2007 Under this agenda item the board of directors and Appointments and Remunerationcommittee put the appointment of a new director before the AGM, proposing him asan independent director. In accordance with the Appointments and Remuneration committee's proposal to theboard of directors, the AGM is also being asked to ratify the independentmembers of the board of directors, to ensure their independence complies withthe current best practices in corporate governance. Consequently, it is proposed that the AGM adopt the following resolutions: 2.1.- To appoint as member of the board of directors, for the five-year termestablished in the bylaws, Mr Rafael Bermejo Blanco, Spanish national of fullage, married, domiciled to these effects at Paseo de la Castellana, 81, Madrid,and with identity document 535.037-B. 2.2.- To ratify as member of the board of directors, for the term remainingsince his re-election resolved by the AGM, 28th February 2004, Mr Richard C.Breeden, American national of full age, married and domiciled for these effectsat Paseo de la Castellana 81, Madrid, with USA passport 159108704. 2.3.- To ratify as member of the board of directors, for the term remainingsince his re-election resolved by the AGM, 26th February 2005, Mr RamonBustamante y de la Mora, Spanish national of full age, married, domiciled forthese effects at Paseo de la Castellana, 81, Madrid, with identity document2.483.109-Y. 2.4.- To ratify as member of the board of directors, for the term remainingsince his appointment resolved by the AGM, 28th February 2004, Mr Jose AntonioFernandez Rivero, Spanish national of full age, married and domiciled at Paseode la Castellana, 81, Madrid, with identity document 10.776.014-P. 2.5.- To ratify as member of the board of directors, for the term remainingsince his re-election resolved by the AGM, 26th February 2005, Mr IgnacioFerrero Jordi, of full age, married, Spanish national domiciled to these effectsat Paseo de la Castellana, 81, Madrid, and with Spanish identity document46.201.504-R. 2.6.- To ratify as member of the board of directors, for the term remainingsince his re-election resolved by the AGM, 1st March 2003, Mr Roman KnorrBorras, of full age, married, Spanish national domiciled to these effects atPaseo de la Castellana, 81, Madrid, and with Spanish identity document16.184.205-W. 2.7.- To ratify as member of the board of directors, for the term remainingsince his re-election resolved by the AGM, 28th February 2004, Mr Enrique MedinaFernandez, Spanish national of full age, married and domiciled at Paseo de laCastellana 81, Madrid, with identity document 15.706.476-Y. Pursuant to paragraph 2 of article 34 of the company bylaws, determine thenumber of directors at the number there are at this moment, according to theresolutions adopted under this agenda item, which will be reported to the AGMfor all due effects. PROPOSED RESOLUTIONS UNDER AGENDA ITEM THREE OF THE ANNUAL GENERAL MEETING OFBANCO BILBAO VIZCAYA ARGENTARIA, S.A., 16th MARCH 2007 Increase by euro 30,000,000,000 (THIRTY BILLION EUROS) the maximum nominalamount against which the AGM, 18th March 2006 under its agenda item three,authorises the board of directors to issue fixed-income securities of any kind,including redeemable and exchangeable bonds, non-convertible into equity. Thisincrease is subject to applicable legal regulations and obtaining the requiredauthorisations. The board of directors has a maximum legal period of five yearsas of said date to issue, on one or several occasions, directly or throughsubsidiary companies fully underwritten by the Bank, any kind of debtinstruments, documented in debentures, any class of bonds, promissory notes, anyclass of mortgage bonds, warrants, totally or partially exchangeable for equitythat the Company or another company may already have issued, or via contractsfor difference (CD's), or any other senior or secured nominative or bearerfixed-income securities (including covered bonds) in euros or any other currencythat can be subscribed in cash or kind, with or without the incorporation ofrights to the securities (warrants), subordinated or not, with a limited oropen-ended term. Consequently, the total maximum nominal amount authorised isset at euro 135,000,000,000 (ONE-HUNDRED AND THIRTY-FIVE BILLION EUROS). Likewise, authorise the board of directors, under the same terms and conditionsestablished under the afore-mentioned AGM resolution, 18th March 2006, toestablish and determine, in the manner it deems proper, the other conditionsinherent to each issue, with regard to the interest rate (fixed, floating orindexed), issue price, face value of each certificate, its representation insingle or multiple certificates or in book entries, form and date of redemption,and any other aspects related to the issue. Also, authorise the board ofdirectors to request listing of the securities issued from the officialexchanges and other competent bodies, subject to the standards for admission,listing and de-listing, putting up such guarantees or commitments as requiredunder prevailing legal provisions, and to determine any extremes not envisagedhereunder or under the resolution of the AGM, 18th March 2006. Likewise, empowerthe board of directors, in compliance with article 141 of the Companies Act, todelegate the powers that the AGM conferred on it under the afore-mentionedresolutions, to the Executive committee, with express powers to in turn delegatethese to the chairman of the board of directors, the chief operating officer orany other Company director or proxy. PROPOSED RESOLUTIONS UNDER AGENDA ITEM FOUR OF THE ANNUAL GENERAL MEETING OFBANCO BILBAO VIZCAYA ARGENTARIA, S.A., 16th MARCH 2007 1.- Repealing the part not executed from the resolution adopted at the AnnualGeneral Meeting, 18th March 2006, under its agenda item four, authorise theBank, directly or via any of its subsidiaries, for a maximum of eighteen monthsas of the date of this present AGM, to purchase Banco Bilbao Vizcaya Argentaria,S.A. shares at any time and as many times as it deems appropriate, by any meanspermitted by law. The purchase may be charged to the year's earnings and/or tounrestricted reserves and the shares may be sold or redeemed at a later date.All this shall comply with article 75 and others of the Companies Act. 2.- Approve the limits or requirements of these purchases, which shall be asfollows: - The nominal value of the shares purchased, added to those the Bankand its subsidiaries already own, will at no time exceed five per cent of theBanco Bilbao Vizcaya Argentaria, S.A. share capital, always respecting thelimitations on treasury stock acquisition established by the regulatoryauthorities governing the exchanges on which Banco Bilbao Vizcaya Argentaria,S.A. securities are listed. - To provision a restricted reserve under the Liabilities on the Bank'sbalance sheet, equivalent to the amount of the treasury stock booked underAssets. This reserve must be maintained until the shares are sold or redeemed. - The stock purchased must be fully paid up. - The purchase price will not be below the nominal price nor more than20% above the listed price or any other price associated to the stock on thedate of purchase or, in the case of derivatives, on the date of the callcontract. Operations to purchase treasury stock will comply with securitiesmarkets' standards and customs. 3.- Express authorisation is given to earmark all or some of the sharespurchased by the Bank or any of its subsidiaries hereunder for Company workers,employees or directors when they have an acknowledged right, either directly oras a result of exercising the option rights they hold, as established in thefinal paragraph of article 75, section 1, of the Companies Act. 4.- Reduce the share capital in order to redeem treasury stock the Bank may holdon its balance sheet, charging this to earnings or free reserves. The reductionmay be of the amount which is appropriate or necessary at any time, up to themaximum amount of treasury stock held at any time. 5.- Authorise the board, in compliance with article 30 c) of the corporatebylaws, to implement the above resolution to reduce share capital, on one orseveral occasions and within the maximum period of eighteen months from the dateof this AGM, undertaking such procedures, processes and authorisations asnecessary or as required by the Companies Act and other applicable provisions.Specifically, the board is delegated, within the time and limits established forthe aforementioned implementation, to establish the date(s) of the capitalreduction(s), their timeliness and appropriateness, taking into account marketconditions, listed price, the Bank's economic and financial position, its cashposition, reserves and business performance and any other factor relevant to thedecision. It may specify the amount of the capital reduction; determine where tobook said amount, either to a restricted reserve or to freely availablereserves, where relevant, providing the necessary guarantees and complying withlegally established requirements; amend article 5 of the Corporate Bylaws toreflect the new figure for share capital; request the de-listings of theredeemed stock and, in general, adopt such resolutions as necessary regardingthis redemption and the consequent capital reduction, designating the peopleable to formalise these actions. PROPOSED RESOLUTIONS UNDER AGENDA ITEM FIVE OF THE ANNUAL GENERAL SHAREHOLDERSMEETING OF BANCO BILBAO VIZCAYA ARGENTARIA, S.A., 16th MARCH 2007 Re-elect Deloitte, S.L. as auditors for the accounts of Banco Bilbao VizcayaArgentaria, S.A. and its Consolidated Financial BBVA Group for the financialyear 2007. The firm of Deloitte, S.L. is registered in Madrid, at Plaza PabloRuiz Picasso, 1 - Torre Picasso and its tax code is B-79104469; it is filedunder number S-0692 on the Official Spanish Registry of Account Auditors andunder volume 13.650, sheet 188, section 8, page M-54414 of the Madrid CompaniesRegistry. PROPOSED RESOLUTIONS UNDER AGENDA ITEM SIX OF THE ANNUAL GENERAL MEETING OFBANCO BILBAO VIZCAYA ARGENTARIA, S.A., 16th MARCH 2007 1.Amend article 36 of the corporate bylaws in order to eliminate the annualrenewal of one fifth of the board of directors seats each year. Once approved,the amended article 36 would read as follows: "Article 36. "Term of office and renewal The term of office for members of the board of directors shall be five years.Members may be re-elected one or more times for terms of the same maximumduration." 2.- The preceding amendments to the bylaws must first obtain the authorisationsdemandable under prevailing laws and/or regulations. The board of directors isexpressly delegated the broadest, most efficient powers possible at law toobtain said authorisations and/or any others that may be required to implementand effect the afore-mentioned resolutions. These powers may in turn bedelegated totally or in part to the Executive committee or any of the directors. PROPOSED RESOLUTIONS UNDER AGENDA ITEM SEVEN OF THE ANNUAL GENERAL SHAREHOLDERSMEETING OF BANCO BILBAO VIZCAYA ARGENTARIA, S.A., 16th MARCH 2007 1. Constitute a private, non-profit, Spanish-nationality Foundation, with itsown legal status and its own governing bodies, whose decision-making capacityand management will be independent of BBVA. Its founding mission will be toprovide aid and cooperation in the economic and social development of lesswell-off people, groups and societies by fostering and participating inprojects, actions and organisations that propitiate social integration andmitigate unequal opportunities. These aims will be preferably pursued bygranting small loans to people with very low incomes, who find it difficult toaccess traditional banking services. The loans will be granted to finance smallbusinesses and business projects to generate revenues for the borrowers andimprove their living conditions. In general, the Foundation shall carry out theactivity generally known as 'micro-finance', which includes financial servicessuch as insurance, saving, pensions, etc, provided the aim is to promoteintegration and to give worse-off social sectors and people easier access toproductive and financial potential. The Foundation will be of international scope and will operate mainly in LatinAmerica, although it may extend its activity to underdeveloped and developingcountries outside said region. It may also operate in Spain and other developedcountries, either to supplement its other activities or in pursuit of its coreactivities to promote development and the integration of less well-off groupsand people in such countries. The Foundation may pursue its activities directly or by taking out significantholdings in financial institutions in Latin America or other regions in which itis present, that are benchmarks for the regions in which they operate and havethe infrastructures needed to promote and support the expansion ofmicro-finance. 2. Authorise the Board of Directors, with express powers to in turn authorisethe Executive committee or any proxy it deems pertinent, to endow the Foundationwith TWO-HUNDRED MILLION EUROS (euro 200m). This endowment may be paid up on oneor several occasions over the maximum legal period of five years, an initialpayment of 25% being made on signing the deeds of corporation. 3. Confer authority on the Board of Directors, with express powers to in turnconfer it on the Executive committee, to draw up the Foundation's bylaws, toappoint members to the board of trustees and designate a proxy to grant thefounding deed, place on public record the resolutions adopted, verifying,clarifying, rectifying or correcting them as necessary until the Foundation isrecorded in the Foundations Register, and in general, to take such action andgrant such documents as may be necessary to legally constitute the Foundationand ensure its proper operation. PROPOSED RESOLUTION FOR AGENDA ITEM NINE OF THE ANNUAL GENERAL SHAREHOLDERSMEETING OF BANCO BILBAO VIZCAYA ARGENTARIA, S.A. TO BE HELD 16th MARCH 2006 To confer on the board of directors, with express powers of substitution by theexecutive committee or the director(s) it deems pertinent, the broadestauthority at law necessary for the fullest execution of the resolutions adoptedby this AGM. The board or its substitute shall make such arrangements as may benecessary to obtain due authorisation and/or filing with the Bank of Spain, theDireccion General del Tesoro y Politica Financiera (Spanish treasury andfinancial policy directorate), the CNMV (Spanish Securities Market Commission),the book-entry registry, the Company registry and any other public or privateorganisations. To such effects, they may (i) establish, complete, develop,amend, correct omissions and adapt said resolutions in accordance with theverbal or written recommendation of the Company Registry and any otherauthorities, government officers or competent institutions; (ii) draw up andpublish announcements required by law; (iii) grant any public or privatedocuments they deem necessary or advisable and (iv) make such arrangements asmay be necessary or advisable to put the resolutions into effect, and inparticular, to have them lodged with the Company Registry or other registrieswhere they should be filed. Report presented by the Board of Directors of Banco Bilbao Vizcaya Argentaria,S.A., in accordance with articles 144 and 164 of the Companies Act (ConsolidatedText, approved under Legislative Royal Decree 1564/1989, 22nd December)regarding the resolution to confer authority for the company to directly orindirectly acquire its treasury stock and, where applicable, reduce its sharecapital, referred to under agenda item four of the Annual General Meeting calledfor 15th and 16th March 2007, at first and second summons, respectively. Articles 74 and subsequent of the Companies Act allows Spanish companies to holdshares in their portfolio, either directly or through subsidiaries, that theythemselves issued. However, they must comply with the following requirements: Once the derivative acquisition of treasury stock has taken place, there arevarious legally established mechanisms to reduce or write off its value: onepossibility is to redeem the shares and another is to sell the shares on themarket. Market conditions must be taken into account when deciding which mechanism touse, since they may at times be unfavourable to directly divesting treasurystock onto the open market. Given that it is impossible to determine a priori which mechanism is moreopportune, and since there are no objective benchmarks to be able to come to ajudicious decision at this moment regarding the method that may be more suitableat any time, the board of directors is authorised to evaluate and decide onthese issues when they arise. Should the treasury stock be redeemed, this would require the AGM to pass aresolution to reduce share capital. Given the advisability and timeliness of this financial operation, in light ofchanging circumstances influencing the securities market, the socio-economiccontext, the financial situation and the objectives and policy of the companyitself, and the consequent fact that it is not possible at the moment todetermine specific conditions, the resolution to reduce capital must beconceived with broad criteria, conferring various authorisations on the board ofdirectors in order to make this possibility, offered by legislation, feasible.These authorisations should include empowering the board to determine the amountof the reduction, and whether it be used to provision restricted reserves, asprovided under number 3 of article 167 of the Companies Act, or unrestrictedreserves, in which case the legally demandable requirements to guaranteecreditors' rights must be satisfied. In compliance with Companies Act, the resolution envisages the possibility thattreasury stock acquired be given to Company employees or directors when theyhave a recognised entitlement, either directly or as a consequence of any optionrights that they may hold. Treasury stock may be used to comply with a company's commitments to grantshares to their employees, management and directors under remuneration plansalready approved by the AGM or that may be set up in the future. Finally, it should be pointed out that this resolution is intended to providethe company with suitable instruments to operate on national and internationalfinancial markets under equal conditions as other financial institutionsoperating on them, thereby safeguarding the best interests of the company andits shareholders. Madrid, 12th February 2007 Report presented by the Board of Directors of Banco Bilbao Vizcaya Argentaria,S.A., in accordance with article 144 of the Companies Act (Consolidated Text,approved under Legislative Royal Decree 1564/1989, 22nd December) regarding theresolution to amend the bylaws, referred to under agenda item six of the AnnualGeneral Meeting called for 15th and 16th March 2007, at first and secondsummons, respectively. This report is issued pursuant to article 144.1 a) of the Companies Act,regarding the proposal to amend article 36 of the BANCO BILBAO VIZCAYAARGENTARIA, S.A. bylaws, which the Bank's board of directors is putting to theAnnual General Meeting. The BBVA Board of Directors conceives corporate governance as a dynamic process,that must be periodically analysed as a function of how the Company hasdeveloped, the results it has obtained in implementing its standards ofcorporate governance, and recommendations made in Spain and world-wide regardingbest practices in the market, adapted to the Company's actual conditions. This proposal to amend the bylaws is being presented by BBVA's Board ofDirectors as the outcome of ongoing analysis and improvement of the Company'sgovernance. It follows the recommendations and tendencies in good governanceprevailing in the markets where it operates. The amendment proposed reflects BBVA's desire to continue adapting the Company'sbylaws to the latest developments in good governance for listed companies, inorder to align them with the recommendations of key national and internationalbodies and institutions. This alignment was initiated in the amendments proposedto the AGM, 28th February 2004. The independence of the independent directors will be enhanced by avoiding asituation in which they must place their seats at the disposal of the AGM beforethey have completed the term for which they were appointed, due to the automaticrenewal of one fifth of the board each year. The proposed amendment is as follows: Elimination of the bylaws obligation to re-elect one fifth of the members of theBoard of Directors each year. Whatever the resolution, it should be recognised that any amendment to thebylaws must first obtain all legal or statutory permits. It is thereforeproposed that the Board of Directors be granted sufficient powers to obtain saidpermits or any other authorisations that may be necessary. The Board must beable to adapt the text of these amendments to any requirements the governmentauthorities or the Company Registry may make in order to clear them and registerthem, provided it always reflects the terms of the proposed resolutions beingsubmitted to the AGM. Finally, in compliance with company legislation, the entire wording of theproposed amendments is attached. ENTIRE TEXT OF THE AMENDMENT TO THE CORPORATE BYLAWS OF BANCO BILBAO VIZCAYAARGENTARIA, S.A., PROPOSED UNDER THE AGENDA OF THE COMPANY'S ANNUAL GENERALMEETING CURRENT TEXT Article 36. Term of office and renewal The term of office of members of the Board of Directors shall be five years. Afifth of the membership of the Board shall be renewed annually and the membersmay be re-elected indefinitely. PROPOSED TEXT Article 36. Term of office and renewal The term of office for members of the Board of Directors shall be five yearsMembers may be reelected one or more times for terms of the same maximumduration. This information is provided by RNS The company news service from the London Stock Exchange