10th Feb 2006 17:46
Banco Bilbao Vizcaya Argentaria SA10 February 2006 "The Board of Directors of Banco Bilbao Vizcaya Argentaria, S.A., in itsmeeting on 10th February 2006, has resolved to convene an Annual General Meetingof Shareholders, which will be held in Bilbao, at the Palacio Euskalduna, onAbandoibarra Street no 4, on 17th March 2006, at 12.00 hours under firstsummons, and in the same place at the same time on 18th March 2006 under secondsummons, according to the following AGENDA ONE.- Examination and approval, where forthcoming, of the Annual Accounts andManagement Report for Banco Bilbao Vizcaya Argentaria, S.A. and its ConsolidatedFinancial Group. Application of earnings; distribution of dividend. Approval ofcorporate management. All the above refer to the year ending 31st December 2005. TWO.- Adoption, where forthcoming, of the following resolutions on theappointment and re-election of members to the board of directors: 2.1.- Appointment of Mr Tomas Alfaro Drake. 2.2.- Re-election of Mr. Juan Carlos Alvarez Mezquiriz. 2.3.- Re-election of Mr. Carlos Loring Martinez de Irujo 2.4.- Re-election of Ms. Susana Rodriguez Vidarte In compliance with paragraph 2 of article 34 of the company bylaws, to determinethe number of directors to be what it is at this moment, pursuant to theresolutions passed under this agenda item. This will be reported to the AGM fordue process. THREE.- Annulling, insofar as unused, the authorisation conferred at the BBVAGeneral Shareholders Meeting of 28th March 2004, whose amount was increasedunder resolution by the AGM, 26th February 2005, and maintaining the partalready drawn down in force, to authorise the board of directors to issuefixed-income securities, of any class or kind, including swappable securities,not convertible into shares, to a maximum nominal sum of €105,000,000,000 (onehundred and five billion euros). FOUR.- Authorisation for the company to acquire treasury stock directly orthrough group companies, in accordance with article 75 of the Consolidated Textof the Companies Act, establishing the limits or requirements on saidacquisitions, with express powers to reduce the company's share capital toredeem treasury stock. To confer due authority to the board of directors toimplement the resolutions passed by the annual general meeting in this respect,repealing the authorisation conferred by the AGM, 26th February 2005. FIVE.- Re-election of auditors for the 2006 accounts. SIX.- Approval, for application by the bank and its subsidiaries, of a long-termshare-based remuneration plan for members of the management team (includingexecutive directors and members of the BBVA Management committee), which willapportion BBVA stock to its beneficiaries. SEVEN.- To amend article 53 of the company bylaws, "Application of earnings", inorder to contemplate the possibility of remunerating members of the board ofdirectors by giving them shares, share options or remuneration indexed to theshare price. EIGHT.- Approval, for application by the bank, of a deferred remuneration systemfor non-executive directors, which will apportion BBVA stock to itsbeneficiaries. NINE.- Conferral of authority to the board of directors, with powers ofsubstitution, to formalise, correct, interpret and implement the resolutionsadopted by the AGM. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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