UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Banco Bilbao Vizcaya Argentaria, S.A. ——————————————————————————————————— |
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| (Translation of registrant’s name into English) | ||||
| Kingdom of Spain ——————————————————————————————————— | ||||
| (Jurisdiction of incorporation or organization) | ||||
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Plaza San Nicolás 4 48005 - BILBAO (SPAIN) |
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——————————————————————————————————— (Address of principal executive office) |
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| Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: [x] Form 20-F [ ] Form 40-F | ||||
| Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ] | ||||
| Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ] | ||||
| Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: [ ] Yes [x] No | ||||
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BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
TABLE OF CONTENTS
Relevant
fact filed with the Spanish Securities Commission on 02/06/2012.
The exhibit of this relevant fact was incorrectly omitted from Banco Bilbao
Vizcaya Argentaria, S.A.'s current report on Form 6-K furnished to the SEC on
02/02/2012.
TO THE CNMV (SECURITIES EXCHANGE COMMISSION)
Banco Bilbao Vizcaya Argentaria, S.A. (BBVA), in compliance with the Securities
Exchange legislation, hereby files the following
RELEVANT EVENT
BBVA reports that the Board of Directors meeting, 1st February 2012, has
resolved to call the Annual General Meeting of Shareholders to be held in
Bilbao, at Palacio Euskalduna, calle Abandoibarra number 4 on 15th March 2012,
at 12:00 at first summons, and in the same place at the same time on 16th March
2012 at second summons. It will have the following agenda:
Madrid, 2nd February 2012
2012 ANNUAL GENERAL MEETING OF SHAREHOLDERS
AGENDA
ONE.- Examination and approval of the annual financial statements (balance
sheet, income statement, statement of changes in net equity, cash flow statement
and annual report) and the management reports for Banco Bilbao Vizcaya
Argentaria, S.A. and its consolidated Group. Allocation of profits. Approval of
corporate management. All these refer to the year ending 31st December 2011.
TWO.- Adoption of resolutions on re-election, ratification and appointment of
members of the Board of Directors:
2.1. Re-election of Mr José Antonio Fernández Rivero
2.2. Re-election of Mr José Maldonado Ramos
2.3. Re-election of Mr Enrique Medina Fernández
2.4. Ratification and appointment of Mr Juan Pi Llorens
2.5. Appointment of Ms Belén Garijo López
Pursuant to paragraph 2 of article 34 of the Company Bylaws, determination of
the number of directors at whatever the number may be in compliance with the
resolutions adopted under this agenda item, which will be reported to the
General Meeting for all due effects.
THREE.- Conferral of authority on the Board of Directors, pursuant to article
297.1.b) of the Corporate Enterprise Act, to increase share capital, over a five
year period, up to a maximum amount corresponding to 50% of the Company's share
capital on the date of the authorisation, on one or several occasions, to the
amount that the Board decides, by issuing new ordinary or privileged shares,
with or without voting rights, including redeemable shares, or shares of any
other kind permitted by law, expressly envisaging the possibility of incomplete
subscription pursuant to article 311 of the Corporate Enterprise Act; conferring
authority to amend article 5 of the Company Bylaws. Likewise, conferral of
authority, under the terms of article 506 of the Corporate Enterprise Act, to
exclude pre-emptive subscription rights over said share issues. This authority
will be limited to 20% of the Bank's share capital.
FOUR.- Approval of two capital increases chargeable to reserves in order to
comply with the shareholder remuneration schedule:
4.1. Increase the share capital by the amount to be determined according to the
terms of the resolution, by issuance of new ordinary shares each with a nominal
value of forty-nine euro cents (€0.49), without issue premium, of the same class
and series as the shares currently outstanding, to be charged to voluntary
reserves coming from undistributed earnings, expressly envisaging the
possibility of incomplete subscription of the capital increase. Conferral of
authority on the Board of Directors to set the conditions of the increase
insofar as these are not established by this General Meeting, to carry out the
measures necessary for its execution, to adapt the wording of article 5 of the
Company Bylaws to the new figure for share capital. Request the competent
Spanish and non-Spanish authorities to allow trading of the new shares on the
Madrid, Barcelona, Bilbao and Valencia stock exchanges, under the continuous
market system (Sistema de Interconexción Bursátil), and trading on the
non-Spanish stock exchanges on which the Banco Bilbao Vizcaya Argentaria, S.A.
shares are already listed, in the form required by each one.
4.2. Increase the share capital by the amount to be determined according to the
terms of the resolution, by issuance of new ordinary shares each with a nominal
value of forty-nine euro cents (€0.49), without issue premium, of the same class
and series as the shares currently outstanding, to be charged to voluntary
reserves coming from undistributed earnings, expressly envisaging the
possibility of incomplete subscription of the capital increase. Conferral of
authority on the Board of Directors to set the conditions of the increase
insofar as these are not established by this General Meeting, to carry out the
measures necessary for its execution, to adapt the wording of article 5 of the
Company Bylaws to the new figure for share capital. Request the competent
Spanish and non-Spanish authorities to allow trading of the new shares on the
Madrid, Barcelona, Bilbao and Valencia stock exchanges, under the continuous
market system (Sistema de Interconexción Bursátil), and trading on the
non-Spanish stock exchanges on which the Banco Bilbao Vizcaya Argentaria, S.A.
shares are already listed, in the form required by each one.
FIVE.- Confer authority on the Board of Directors, for a maximum period of 5
years, to issue securities convertible into and/or exchangeable for shares of
the Company up to a maximum value of €12,000,000,000 (TWELVE BILLION EUROS), and
authority to exclude or not exclude pre-emptive subscription rights as
established in article 511 of the Corporate Enterprise Act; establish the bases
and modalities of the conversion and increase in share capital by the amount
necessary, amending article 5 of the Company Bylaws where applicable.
SIX.- Adoption of resolutions on remuneration:
6.1. Approval of the modification of the settlement and payment system of the
Multi-Year Variable Share Remuneration Programme for 2010/2011, approved by the
General Meeting, 12th March 2010, in compliance with the requirements
established to such effect under Royal Decree 771/2011, 3rd June.
6.2. Approval of the conditions of the variable scheme of remuneration with BBVA
shares for 2012 for the Group's management, including executive directors and
members of the senior management.
SEVEN.- Bylaw amendments:
7.1. Approval of the amendment to the following articles in the Company Bylaws
in order to adapt them to the Corporate Enterprise Act, in the wording given
under Act 25/2011, 1st August: article 20. Notice of meeting (to include a new
paragraph on the request for a supplement to the notice of meeting and new
resolution proposals, pursuant to article 519 of the Corporate Enterprise Act);
article 21. Form and content of the notice of meeting (to include the new
measures for disseminating the announcement pursuant to article 516 of the
Corporate Enterprise Act); article 29. Shareholders' right to information (to
include the possibility of requesting clarification on the information furnished
to CNMV and the auditors' report); article 31. Adoption of resolutions (to adapt
it to articles 521 and 526 of the Corporate Enterprise Act); article 40. Board
meetings and notice of meetings (to include a new paragraph on the calling of
the meeting by one third of the directors pursuant to article 246.2 of the
Corporate Enterprise Act); and article 41. Quorum and adoption of resolutions
(to adapt it to article 247 of the Corporate Enterprise Act).
7.2. Approve the amendment of article 53 of the Company Bylaws on the Allocation
of profit or losses (to eliminate sections a), b) and c) and to adapt it to the
provisions of article 273 of the Corporate Enterprise Act) and inclusion of a
new article 33 bis Remuneration (regarding the directors' remuneration system);
and consequently, determination of the annual allocation.
EIGHT.- Approve the amendment of the following articles of the General Meeting
Regulations to adapt them to the Corporate Enterprise Act, in the wording given
under Act 25/2011, 1st August, and to adjust them to the wording of the Company
Bylaws following the adoption of the previous resolution: article 5. Publication
of the notice of meeting (to adapt it to articles 516, 517 and 518 of the
Corporate Enterprise Act, regarding the media for disseminating the
announcement; the content of the notice of meeting and the information to be
published on the Company website); article 6. Shareholders' right to information
prior to the General Meeting (to adapt it to article 29 of the Company Bylaws);
article 8. Voting and proxies over remote communication media (to adapt it to
article 31 of the Company Bylaws, including improvements in the wording);
article 9. Proxies for the General Meeting (to adapt it to article 522 of the
Corporate Enterprise Act); article 10. Public call for proxy (to adapt it to
articles 523 and 526 of the Corporate Enterprise Act); article 18. Organisation
of General Meetings (to adapt it to article 29 of the Company Bylaws and article
520 of the Corporate Enterprise Act); article 19. Voting the resolution
proposals (to include rules on the order of voting on the new resolution
proposals and on voting by financial intermediaries) and article 23. Publicising
the resolutions (to include the publication of the outcome of the ballots); and
inclusion of a new article 5 bis on the Supplement to the notice of meeting and
new resolution proposals (to include the regulation of these rights in
adaptation to article 20 of the Company Bylaws and article 519 of the Corporate
Enterprise Act);
NINE.- Re-election of the firm to audit the accounts of Banco Bilbao Vizcaya
Argentaria, S.A. and its consolidated Group in 2012.
TEN.- Conferral of authority on the Board of Directors, which may in turn
delegate said authority, to formalise, correct, interpret and implement the
resolutions adopted by the General Meeting.
ELEVEN.- Consultative vote on the Report on the BBVA Board of Directors
remuneration policy.
| Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. |
| Banco Bilbao Vizcaya Argentaria, S.A. | ||
| Date: 02/02/2012 | By: |
Mª Jesús ARRIBAS DE PAZ |
| Name: | Mª Jesús ARRIBAS DE PAZ | |
| Title: | Authorized representative | |