28th Feb 2005 07:02
Banco Bilbao Vizcaya Argentaria SA26 February 2005 "BBVA, S.A.", pursuant to the provisions of article 82 of the Spanish SecuritiesMarket Act, proceeds by means of the present document to notify the following: SIGNIFICANT EVENT General Meeting of shareholders BANCO BILBAO VIZCAYA ARGENTARIA, S.A. held on 26 February 2005 RESOLUTIONS PASSED First resolution.- 1.- To approve, in accordance with the terms of the legal documentation, theannual accounts (balance sheet, income statement and the annual report) plus themanagement report of Banco Bilbao Vizcaya Argentaria, S.A. corresponding to theyear ending 31st December 2004, as well as the annual accounts (balance sheet,income statement and annual report) and management report for the consolidatedBBVA group corresponding to the same financial year. 2.- To approve the application of the 2004 earnings of Banco Bilbao VizcayaArgentaria, S.A., to the amount of 1,605,595,025.64 EUROS (one billion,sixhundred and five million, five-hundred and ninety-five thousand, twenty-fiveeuros, sixty-four cents), distributed in the following manner: The sum of 1,498,756,603.01 euros (one billion, four-hundred and ninety-eightmillion, seven-hundred and fifty-six thousand, six-hundred and three euros, onecent) shall be used to pay dividends, of which 1,017,255,612.90 euros(one-billion, seventeen million, two-hundred and fifty-five thousand,six-hundred and twelve euros, ninety cents) have already been paid out in thefirst, second and third interim dividends to the 2004 account. Thus, theremaining 481,500,990.11 (fourhundred and eighty-one million, five-hundredthousand, nine-hundred and ninety euros, eleven cents) shall be used to settlethe equalising dividend for 2003 of 0,142 EUROS (fourteen point two cents) pershare, which shall be paid out to the shareholders on 11th April 2005. The sum of 87,728,422.63 euros (eighty-seven million, seven-hundred andtwentyeight thousand, four-hundred and twenty-two euros sixty-three cents) shallbe used to provision the bank's voluntary reserves. The sum of 19,110,000 euros (nineteen million, one-hundred and ten tousandeuros) shall be used to provision the banks legal reserve. To resolve that the sums paid as interim dividends plus the sum destined to thecomplementary dividend constitute the total amount of the dividend for thefinancial year for the Banco Bilbao Vizcaya Argentaria, S.A., ratifying theresolutions adopted by the Board of Directors according to which theaforementioned sums were paid as interim dividends. 3.- To approve the management of the Board of Directors of the Banco BilbaoVizcaya Argentaria, S.A. in 2004. 4.-To authorise the chairman, Mr. Francisco Gonzalez Rodriguez, and the companysecretary, Mr. Jose Maldonado Ramos, severally, to deposit the annual accounts,management reports and audit reports corresponding to the bank and itsconsolidated group, as well as to issue the certificates referred to in article218 of the Company Act (Ley de Sociedades Anonimas) and in article 366 of theCompany Registry regulations. Second resolution.- Pursuant to article 36 of the company bylaws, to re-elect for a five-year termas member of the board of directors: the chairman, Mr. Francisco GonzalezRodriguez, Spanish national of full age, married and domiciled at Paseo de laCastellana no. 81, Madrid, with Spanish Tax ID no. 32.318.340M, and the currentdirectors, Mr. Ramon Bustamante y de la Mora, Spanish national of full age,married and domiciled at Paseo de la Castellana no. 81, Madrid, with Spanish TaxID no. 2,483,109; Mr. Ignacio Ferrero Jordi, Spanish national of full age,married and domiciled at Paseo de la Castellana no. 81, Madrid, with Spanish TaxID no. 46,201,504 R and Telefonica de Espana, S.A., Unipersonal, Spanishnational, domiciled in Madrid (Gran Via no. 28), constituted by public deedgranted 24th April 1998, before the notary of Madrid, Mr. Agustin Sanchez Jaraand recorded in his ledger of public records under his number 3,028, and in theMadrid Company Registry under volume 13,170, book 0, folio 27, section 8, sheetM-213,180, inscription 25. Tax identification number A-82/018474. Consequently, pursuant to paragraph 2 of article 34 of the company bylaws, todetermine the number of directors at fifteen. Third resolution.- To raise by 50,000,000,000 (50 billion) euros the maximum nominal amountdelegated to the board of directors by the company's annual general meeting,28th February 2004, under item three of its agenda, to issue, conditional oncompliance with applicable legal provisions and obtaining due permits, in themaximum legal period of five years, on one or several occasions, directly orthrough subsidiaries fully underwritten by the bank, all kinds of debtinstruments, documented by obligations, bonds of any kind, promissory notes,debentures of any kind, warrants totally or partially exchangeable for sharesalready issued in the company or any other company, or payable by differences,or any other fixed-income nominal or bearer securities, in euros or othercurrency, that may be subscribed in cash or in kind, simple or with any kind ofguarantee, including a mortgage guarantee, with or without the incorporation ofrights (warrants), subordinate or not, for a fixed or open tenor, totally orpartially exchangeable for shares already issued in the company or any othercompany. Consequently, the maximum nominal amount authorised is established at121,750,000,000 (one-hundred and twenty-one billion, sevenhundred and fiftymillion) euros. Likewise, under the same terms and conditions established in the afore-mentionedresolution passed by the AGM, 28th February 2004, to authorise the board ofdirectors to establish and determine, in the manner it deems appropriate, anyother conditions inherent to each issue, with regard to the interest rate(fixed, floating or indexed), issue price, par value of each certificate, itsrepresentation in single or multiple certificates or book entries, form and dateof redemption, and any other aspects related to the issue. To authorise theboard of directors to request listing of the securities issued on official stockexchanges and other competent bodies, subject to their admission, listing andde-listing standards, putting up such guarantees or commitments as requiredunder prevailing legal provisions, and to determine any extremes not envisagedhereunder or under the AGM resolution, 28th February 2004. Also, to conferauthorisation on the board of directors such that, pursuant to article 141 ofthe Company Act, it may substitute the powers delegated by the AGM regarding theabove resolutions to the executive committee, with express powers ofsubstitution for the chairman of the board, the chief operating officer and/orany other director or representative of the company. Fourth resolution.- 1.- Repealing the resolution adopted at the Annual General Meeting, 28thFebruary 2004, under its agenda item seven, insofar as it was not implemented,to authorise the company such that, directly or through any of its subsidiaries,during a maximum period of eighteen months as of the date of this present AGM,it may purchase Banco Bilbao Vizcaya Argentaria, S.A. shares at any time and asmany times as it considers appropriate, by any means permitted under law,including charging them to the year's profits and/or unrestricted reserves, aswell as to dispose of them or redeem them at a later date, all in accordancewith article 75 and others of the Company Act (Ley de Sociedades Anonimas). 2.- To approve the limits or requirements on these acquisitions, which shall beas follows: • That the nominal of the shares purchased, added to those already in possession of the Bank and its subsidiaries will at no time exceed five per cent of the share capital of Banco Bilbao Vizcaya Argentaria, S.A., always respecting any limitations on the purchase of treasury stock established by the regulatory authorities governing the markets on which Banco Bilbao Vizcaya Argentaria, S.A. securities are listed. • That the bank's balance sheet provision a restricted reserve, under Liabilities, equivalent to the sum of treasury stock calculated under Assets. This reserve must be held until the disposal or redemption of the shares. • That the shares acquired be fully paid up. • That the purchase price will not be below the nominal price nor 20% above the listed price or any other price associated to the stock on the date of purchase or, in the case of derivatives, on the date of the call contract. Operations to purchase treasury stock will respect the rules and customs of securities markets. 3.- Express authorisation is given for stock purchased by the bank or any of itssubsidiaries under this authorisation to be wholly or partly assigned toworkers, employees or directors of the bank when they have an acknowledgedright, either directly or as a result of exercising any option rights they mayhold, as established in the final paragraph of article 75, section 1 of theCompany Act (Ley de Sociedades Anonimas). 4.- To reduce share capital in order to redeem such treasury stock as the bankmay hold on its balance sheet, charging this to profits or free reserves and forthe amount which is appropriate or necessary at any time, to the maximum valueof the treasury stock existing at any time. 5.- To authorise the board, in accordance with article 30 c) of the companybylaws, to implement the above resolution to reduce share capital, either all atonce or on several occasions and within the maximum period of eighteen monthsfrom the date of this AGM, undertaking such procedures, arrangements andauthorisations as necessary or as required by the Company Act (Ley de SociedadesAnonimas) and other applicable provisions. Specifically, the board is delegated,within the time and limits established for the afore-mentioned execution, toestablish the date(s) of each capital reduction, its/their timeliness andappropriateness, taking into account market conditions, listed price, the bank'seconomic and financial position, its cash position, reserves and corporateperformance and any other factor relevant to the decision; specifying the amountof the capital reduction; determining where the sum of the reduction beassigned, either to a restricted or unrestricted reserves, providing thenecessary guarantees and complying with legally established requirements;adapting article 5 of the corporate bylaws to reflect the new figure for sharecapital; requesting de-listings of the redeemed stock and, in general, adoptingany resolutions necessary to be able to able to redeem or reduce capital asresolved, designating the people able to formalise these actions. Fifth resolution.- To re-elect Deloitte & Touche Espana, S.L. as auditors for the 2005 accounts ofBanco Bilbao Vizcaya Argentaria, S.A. and its consolidated financial group. Thefirm of Deloitte & Touche Espana, S.L. is domiciled in Madrid, at Calle RaimundoFernandez Villaverde, no. 65 and its tax code is C.I.F. B-79104469; it isentered in the Official Spanish Registry of Account Auditors and the MadridMercantile Registry under volume 13,650, folio 188, section 8, sheet M-54414. Sixth resolution.- 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 Annual General Meeting. The board or its substitute may establish,complete, develop and amend the resolutions adopted by this AGM making sucharrangements as may be necessary with the Bank of Spain, the Treasury andFinancial Policy Department, the CNMV (Spanish Securities Market Commission),the body overseeing OTC trading, the Company Registry and any other public orprivate organisations. To such effects, they may (i) establish, complete,develop, amend, correct omissions and adapt said resolutions in accordance withthe verbal 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) take such steps as necessaryor advisable to put the resolutions into effect, and in particular, to have themlodged with the Company Registry or other registries where they should beentered. WARNING: The English version is only a translation of the original in Spanishfor information purposes. In case of a discrepancy, the Spanish originalprevails. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Bbva Ord