Exhibit 1.1
Bylaws of
Banco Bilbao Vizcaya Argentaria, S.A.
Bylaws of
Banco Bilbao Vizcaya Argentaria, S.A.
TITLE I
GENERAL CHARACTERISTICS
Corporate name, registered office,
corporate purpose and duration of the Company
Article 1.
Name.
The Company is called BANCO BILBAO VIZCAYA ARGENTARIA, S.A. (the “Bank” or the “Company”) and will be governed by law, by these Bylaws and by other applicable legal provisions.
Article 2.
Registered office
The Bank has its registered office at Villa de Bilbao (Vizcaya), Plaza de San Nicolás no. 4, and may establish Branches, Agencies, Delegations and Representative Offices anywhere in Spain and abroad, in accordance with the legal provisions in force.
The registered office may be changed within the same municipal district by resolution of the Board of Directors.
Article 3.
Corporate purpose
The purpose of the Bank is to carry on all manner of activities, transactions, acts, agreements and services pertaining to the Banking business or directly or indirectly related thereto, which are permitted or not prohibited by the legal provisions in force from time to time and ancillary activities.
The corporate purpose shall also include the acquisition, holding, enjoyment and disposal of securities, public offers for the acquisition and sale of securities, and all manner of interests in any Company or undertaking.
Article 4.
Duration and commencement of operations.
The Company is organized for an unlimited duration, and it may commence operations on the date of execution of its articles of association.
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| WARNING: | The English version is only a translation of the original in Spanish for information purposes. In case of a discrepancy, the Spanish original prevails. |
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Bylaws of
Banco Bilbao Vizcaya Argentaria, S.A.
TITLE II
SHARE CAPITAL. SHARES. SHAREHOLDERS
Chapter One
Share Capital
Article 5.
Share capital
The Bank’s share capital is TWO BILLION, TWO HUNDRED MILLION, FIVE HUNDRED AND FORTY-FIVE THOUSAND, AND FIFTY-NINE EUROS SIXTY-FIVE EUROCENTS (€2,200,545,059.65), represented by FOUR BILLION, FOUR HUNDRED AND NINETY MILLION, NINE HUNDRED AND EIGHT THOUSAND, TWO HUNDRED AND EIGHTY-FIVE (4.490.908.285) shares each with a nominal value of FORTY-NINE EUROCENTS (€0.49), all of the same class and series, fully subscribed and paid up.
Article 6.
Increase or reduction in capital
The Bank’s capital may be increased or reduced by a resolution of the General Meeting of Shareholders, without prejudice the provisions of Article 30 , section c) and d) of these Bylaws.
The increase in the share capital may be made by issuing new shares or by increasing the nominal value of existing ones. In both cases, the exchange value of the increase in capital may consist both of new contributions, pecuniary or otherwise, to the company assets, including the set-off of credits against the Company, or a charge against earnings or reserves or earnings that already appeared on the latest balance sheet approved.
In increases of share capital with the issue of new shares, whether ordinary or preference, payable by pecuniary contribution, shareholders will have the right to subscribe a number of shares proportional to the nominal value of the shares they own, within the term granted to them for this purpose by the Company Board of Directors, which shall be not less than fifteen days from the publication of the announcement of the offering for subscription of the new issue in the Official Gazette of the Companies Registry (Boletín Oficial del Registro Mercantil).
The preferential subscription right will be transferable on the same conditions as the shares from which it derives. In increases of capital charged to reserves, the same rule shall apply to the rights of free allocation of the new shares.
The preferential subscription right will not apply when the increase of capital is due to the take-over of another company or of all or part of the split-off assets of another company or the conversion of debentures into shares.
In cases in which the interests of the Company so require, the General Meeting, when deciding on an increase of capita, may resolve, subject to the legally established requirements, to totally or partially eliminate the preferential subscription right.
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| WARNING: | The English version is only a translation of the original in Spanish for information purposes. In case of a discrepancy, the Spanish original prevails. |
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Bylaws of
Banco Bilbao Vizcaya Argentaria, S.A.
Chapter Two
Shares
Article 7.
Representation of the shares
The shares shall be represented by annotations in account, subject to the provisions of the Securities Market Act and other applicable provisions.
Article 8.
Registration of the shares
The shares, and also their transfer and the constitution of real rights or any other type of encumbrances on these will be subject to registration on the corresponding Accounting Register, in accordance with the Securities Market Act and concordant provisions.
Nevertheless, based on the principle of registered form which applies to the Bank’s shares, the company will keep its own register of shareholders for the purposes and with the effectiveness attributed to it in each case by the regulations in force. For this purpose, if the formal status of shareholder should correspond to persons or entities who, under their own legislation, hold the said status by means of a fiduciary relationship, trust or any other equivalent title, the company may require the aforesaid persons or entities to notify to it the real holders of the said shares and any acts of transfer and encumbrance of these.
Article 9.
Pending disbursements
Where any shares are not paid up in full, shareholders must pay the undisbursed part at the time that the Board of Directors may determine, within a maximum period of five years as of the date of the resolution to increase the capital. The form and other circumstances regarding the disbursement will be subject to the provisions in the resolution to increase the capital.
The requirement to pay the pending disbursements will be notified to the shareholders affected or will be announced in the Official Gazette of the Companies Registry. There must be at least one month between the date of sending the communication or the announcement and the payment date.
Shareholders in default of payment on the pending disbursements may not vote. The amount of the shares of such shareholder shall be deducted from the share capital for the computation of the quorum.
Shareholders in default will not be entitled to collect dividends or to preference subscription of new shares or convertible bonds.
Should the term established for payment elapse, without payment having been made, the Bank. depending on the cases and the nature of the disbursement not made, may either demand compliance with the obligation with payment of the legal interest and the loss and damage caused by the delay or proceed to dispose of the shares without liability on behalf of the defaulting shareholder. In such case, the sale of the shares will be verified by an
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| WARNING: | The English version is only a translation of the original in Spanish for information purposes. In case of a discrepancy, the Spanish original prevails. |
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Bylaws of
Banco Bilbao Vizcaya Argentaria, S.A.
official member of the secondary market on which the shares are listed, or otherwise through a commissioner for oaths, and, where applicable, it shall entail the replacement of the original share certificate by a duplicate.
The proceeds from the sale, as may be the case, after deducting expenses, shall be in the possession of the Bank and they shall be allocate to cover the overdraft of the cancelled shares and should any balance arise, it shall be delivered to the holder.
Should it not be possible to make the sale, the share will be redeemed, with the subsequent reduction in capital, the amounts already paid up remaining in the Company earnings.
Should partiallypaid-up shares be transferred, the acquiring shareholder, together with all the preceding transferors, at the choice of the Board of Directors, shall be jointly and severally liable for payment of the outstanding amount. The transferors shall be liable for a term of 3 years reckoned after the date of the respective transfer.
The provisions of this article shall not impede the Bank from using any of the means contemplated in applicable legislation against the defaulting shareholders.
Article 10.
Multiple ownership
All the shares shall be indivisible. Where, as result of inheritance, legacy or any other title, the ownership of a share is vested in two or more persons, they must appoint one person to exercise the rights attached to the share and shall be jointly and severally liable to the Company with respect to all such obligations as attach to their status of shareholders. If they do not agree as to such appointment, or give notice to the Company, the right of representation shall be deemed to be vested in the person with the largest interest and if all the interests should be the same, the appointment shall be made by the Bank by means of the drawing of lots.
The same shall be applicable to other events of joint ownership of rights on the shares.
Article 11.
Transfers of shares
Transfers of shares in the Company, which shall be free, shall be performed by book transfers. The recording of the transfer in the Accounting Register in favor of the acquirer shall have the same effects as the transfer of share certificates.
Authorities for the transfer and for the exercise of the rights arising from the shares may be evidenced by showing the relevant Certificate issued by the Entity or Agency responsible for the Accounting Register on which the shares are registered.
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| WARNING: | The English version is only a translation of the original in Spanish for information purposes. In case of a discrepancy, the Spanish original prevails. |
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Bylaws of
Banco Bilbao Vizcaya Argentaria, S.A.
Article 12.
Theft, misappropriation, misplacement or destruction of shares or Certificates from the Register.
In the event of theft, misappropriation, misplacement or destruction of the certificates evidencing the status of shareholder, for the issuance of new Certificates to replace the original Certificates, the legislation applicable to the system of representation of securities by annotation in account shall apply.
Article 13.
Non-voting shares
The company may issue non-voting shares within the limits determined by law. Their holders will be entitled to receive a minimum annual dividend, fixed or variable, resolved by the General Meetingand/or the Board of Directors at the time of deciding to issue the shares. Once the minimum dividend has been agreed, holders of non-voting shares will be entitled to the same dividend as corresponds to ordinary shares. Where there are distributable profits, the company is required to resolve the distribution of the minimum dividend mentioned above. If there should be no distributable profits or insufficient distributable profits, the part of the minimum dividend not paid will or will not be accumulated on the terms resolved by the General Meeting at the time the issue of the shares is decided.
Holders of non-voting shares may exercise the preferential subscription right in the event that it should be resolved by the General Meeting of Shareholdersand/or the Board of Directors at the time of issuing shares or debentures convertible to shares, and it must be decided at the same time in the recovery of the voting right.
Article 13 bis
Redeemable shares
The company may issue shares which are redeemable at the request of the issuing company, the holders of the said shares or both, for a nominal amount not greater than one-quarter of the share capital. In the resolution of issue the conditions will be fixed for the exercise of the right of redemption. If the aforesaid right should be attributed exclusively to the issuing company, it may not be exercised until three years have passed since the issue.
Shares which are redeemable must be fully paid up at the time of subscription.
The redemption of the redeemable shares must be made charged to profits or free reserves or with the proceeds of a new issue of shares resolved by the General Meeting or, where appropriate, the Board of Directors, for the purpose of financing the redemption operation. If these shares should be redeemed from profits or free reserves, the company must constitute a reserve for the amount of the par value of the redeemed shares. If the redemption is not made from profits or free reserves or with the issue of new shares, it may only be carried out with the requirements established for the reduction of share capital by the refund of contributions.
Article 13 ter.
Preference shares
The Company may issue shares which grant a privilege over ordinary shares under the legally established terms and conditions, complying with the formalities prescribed for the amendment of the Company Bylaws.
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| WARNING: | The English version is only a translation of the original in Spanish for information purposes. In case of a discrepancy, the Spanish original prevails. |
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Bylaws of
Banco Bilbao Vizcaya Argentaria, S.A.
Chapter Three
Shareholders
Article 14.
General principles
The rights and obligations of the shareholders and the nature, extent, limits and conditions thereof shall be governed by these Bylaws and by the legislation in force from time to time.
The holding of one or more shares shall imply that the shareholder is in agreement with these Bylaws and with the resolutions of the General Meeting of Shareholders and of the Board of Directors, without prejudice to the right of challenge established by law.
The shareholders, like the company, waiving any other jurisdiction to which they may be entitled, expressly submit to the jurisdiction of the registered office of the company for any dispute that may arise between the shareholders and the Company.
Article 15.
Rights of shareholders
The following are the rights of the Bank’s shareholders and may be exercised within the conditions and terms and subject to the limitations set out in these Bylaws:
a) To participate, in proportion to the paid up capital, in the distribution of the company’s earnings and in the assets resulting from liquidation.
b) Preemptive subscription right in the issue of new shares or debentures convertible into shares.
c) To attend General Meetings, in accordance with article 23 hereof, and to vote at these, except in the case of nonvoting shares, and also to challenge corporate resolutions.
d) To call for ordinary or extraordinary General Meetings, under the terms and conditions set out in the law and these Bylaws.
e) To examine the Annual Accounts, the Management Report, the proposed allocation of results and the Report of the Auditors, and also, if appropriate, the Consolidated Accounts and Management Report, in the manner and within the time limit provided in article 29 hereof.
f) The right to information, pursuant to applicable legislation and these Bylaws.
g) For the member and persons who, where appropriate, have attended the General Meeting of Shareholders as proxies for non-attending members, to obtain at any time certified copies of the resolutions and of the Minutes of General Meetings.
h) In general, all rights that may be recognized by a statutory provision or by these Bylaws.
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| WARNING: | The English version is only a translation of the original in Spanish for information purposes. In case of a discrepancy, the Spanish original prevails. |
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Bylaws of
Banco Bilbao Vizcaya Argentaria, S.A.
Article 16.
Obligations of the shareholders
Shareholders have the following obligations:
a) To abide by the Bylaws and by the resolutions of General Meetings, of the Board of Directors and other bodies of government and administration.
b) To pay the portion of capital that may have been pending disbursement, when so required.
c) To accept that the Courts of competent jurisdiction shall be determined on the basis of the location of the registered office of the Bank for the resolution of any differences that the shareholder, as such may have with the Company, and for that purpose the shareholder shall be deemed to have waived the right to have recourse to the Courts of his/hers own locality.
d) All other obligations deriving from legal provisions or from these Bylaws.
TITLE III
THE COMPANY’S BODIES OF GOVERNMENT
Article 17.
Enumeration
The supreme bodies of government responsible for decision making, representation, administration, supervision and management of the company are the General Meeting of Shareholders and the Board of Directors and, within the terms of reference of the latter, the Permanent Executive Committee and other committees and groups of the Board.
Chapter One
The General Meeting of Shareholders
Article 18.
The General Meeting as the sovereign authority
The lawfully constituted General Meeting of Shareholders shall be the sovereign authority of the Company and its validly adopted resolutions shall be binding on all the shareholders, including those who were absent or dissented or abstained from voting.
Article 19.
Classes of Meetings
General Meetings of Shareholders may be Ordinary or Extraordinary. The Ordinary General Meeting, convened as such, will necessarily meet within the first six months of each year. It will give approval, where forthcoming, of the corporate management, the accounts for the previous year and resolve as to the allocation of results, without prejudice to such resolutions as it may adopt, within the scope of its powers, concerning any other
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| WARNING: | The English version is only a translation of the original in Spanish for information purposes. In case of a discrepancy, the Spanish original prevails. |
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Bylaws of
Banco Bilbao Vizcaya Argentaria, S.A.
item on the agenda or that are allowed by law provided that the General Meeting is attended by the number of shareholders and the portion of capital required by law or the Bylaws in each case.
Every Meeting other than that provided for in the previous paragraph will be considered an Extraordinary General Meeting.
Article 20.
Convening Meetings
General Meetings shall be convened at the initiative of the Board of Directors whenever it deems this necessary or advisable for the Company’s interests, and in any case on the dates or in the periods determined by law and these Bylaws.
If requested by one or several shareholders representing at least five per cent of the share capital, the Board of Directors must also convene a General Meeting. The request must expressly state the business to be dealt with. In such event, the Board of Directors must convene the Meeting so that it is held within the legally established period as of the date on which the Board of Directors is served duly attested notice to convene it. The agenda must without fail include the matters to which the request for a meeting referred.
Article 21.
Form and content of the convening notice
General Meetings, whether Ordinary or Extraordinary, must be convened by means of announcements published in the Official Gazette of the Companies Registry and on the Company website, within the notice period required by law, except when legal provisions establish other media for disseminating the notice.
The notice shall indicate the date, time and place of the Meeting on a first convening and its agenda, which will give all the business that the Meeting will deal with, and any other references that may be required by law. The date on which the meeting should be held on a second convening may also be placed on record in the announcement.
At least twenty-four hours should be allowed to elapse between the first and second summons.
The Board of Directors may consider technical media and the legal bases that enable and guarantee remote attendance at the General Meeting and will evaluate the possibility of organising attendance over remote media.
Article 22.
Place of Meeting
Except in events established by law for Universal General Meetings, General Meetings shall be held at the municipal area where the Company has its registered office, on the date indicated in the convening notice, and sessions may be extended for one or more consecutive days at the request of the Board of Directors or of a number of shareholders representing at least one quarter of the capital present at the meeting, and also may be transferred to a place other than that indicated in the convening notice, within the same municipal area, with the knowledge of those present, in the event of force majeure.
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| WARNING: | The English version is only a translation of the original in Spanish for information purposes. In case of a discrepancy, the Spanish original prevails. |
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Bylaws of
Banco Bilbao Vizcaya Argentaria, S.A.
Article 23.
Right of attendance
The owners of five hundred or more shares entered in the respective Accounting Register of the company at least five days before the date on which the Meeting is to be held may attend General Meetings, under the Securities Market Act and other applicable provisions, and who are in possession of such number of shares until the Meeting is held.
The holders of a lower number of shares may form groups representing at least that number of shares, and may appoint one of their number as their representative.
Each shareholder who makes application and is entitled to attend shall be issued with a card in his name indicating the number of shares owned by him.
The Directors, General Managers and Technical Staff of the Company and the Companies in which the Company holds an interest may attend Meetings. The Chairman of the General meeting may authorize the attendance of any other person he deems advisable, although the Meeting may revoke such authorization.
Article 24.
Proxies
Any shareholder entitled to attend may attend meetings represented by another person, who need not necessarily be a shareholder.
The proxy must be conferred specifically for each General Meeting, using the proxy form established by the Company, which shall be recorded on the attendance card. A single shareholder may not be represented at the General Meeting by more than one proxy.
Likewise, authorisation may be conferred by means of remote communications that comply with the requirements established by law.
The appointment of a proxy by a fiduciary or merely apparent shareholder may be rejected.
Article 25.
Quorum
General Meetings, both Ordinary and Extraordinary, will be validly constituted if there is present the minimum quorum required by the legislation in force from time to time for the various cases or items included on the Agenda.
The contents of the above paragraph notwithstanding, to adopt resolutions for the amendment of the corporate purpose, transformation, total spin off, dissolution of the company and for the amendment of this paragraph of this article, at least two thirds of the subscribed voting capital should be present at the Meeting held on first convening and 60 per cent of such capital should be present on second convening.
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| WARNING: | The English version is only a translation of the original in Spanish for information purposes. In case of a discrepancy, the Spanish original prevails. |
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Bylaws of
Banco Bilbao Vizcaya Argentaria, S.A.
Article 26.
Chairman and Secretary of the Meeting
The Chairman of the General Meeting of Shareholders shall be the Chairman of the Board of Directors or, if there is no Chairman or if he is absent, by the Vice-Chairman. If there should be several Vice-Chairmen, in accordance with the order laid down by the Board when appointing them, failing which, by the oldest vice-Chairman. If no persons hold the said offices or if they are absent, the Meeting shall be chaired by the Director appointed for that purpose by the Board of Directors. Likewise, the Secretary of the Board shall act as the Secretary of the Meeting, and if no person holds that office or if he is absent, there person appointed by the Board to replace him shall act as Secretary of the Meeting.
Article 27.
Attendance list
Once the Chairman and Secretary of the Meeting have been appointed, the attendance list shall be prepared, in which the number of voting shareholders shall appear, stating those who are present in person and those who attend by proxy, and the percentage of share capital held by them. To prepare the attendance list, the Chairman and Secretary may use two scrutineers appointed from among the shareholders by the Board of Directors before the Meeting is held. The attendance list shall be placed on record at the beginning of the Minutes or attached to the Minutes as an appendix signed by the secretary and countersigned by the Chairman, and it may also be prepared by file or included in a computer support, in which events the appropriate formality of identification signed by the Secretary and countersigned by the Chairman shall be issued on the precinct cover.
The Chairman of the Meeting shall be responsible for declaring whether or not the requirements for the meeting to be validly constituted have been satisfied, to resolve doubts, clarifications and objections which may arise related to the attendance list, delegations of authorities or proxies: to examine, accept or reject new proposals with regard to the matters included in the Agenda, all the foregoing in accordance with the legal provisions in force, and to lead the debates, systematizing, ordering, limiting and ending the taking of floor by those present and, in general, all the authorities that may be necessary for a better organization and operation of the Meeting.
Article 28.
Matters to be considered by the Meetings
At Ordinary and Extraordinary General Meetings, only matters which are specifically indicated in the convening notice may be dealt with, except as provided for by law.
Article 29.
Shareholders’ entitlement to information
Until the seventh day before the GSM is to be held, shareholders may ask the Board of Directors about matters covered by the Agenda, requesting any information or clarification from it that they deem necessary, or formulate in writing any questions they deem pertinent. Shareholders may also request information or clarification or formulate questions in writing regarding information accessible to the public that the Company may have furnished to the CNMV since the last GSM was held.
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| WARNING: | The English version is only a translation of the original in Spanish for information purposes. In case of a discrepancy, the Spanish original prevails. |
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Bylaws of
Banco Bilbao Vizcaya Argentaria, S.A.
The Directors are obliged to facilitate the information requested according to the provisions of the previous paragraph, in writing, until the day on which the GSM is held.
During the GSM, Company shareholders may verbally request any information or clarification they deem advisable regarding matters covered on the Agenda. Should it not be possible to satisfy the shareholders request there and then, the Directors are obliged to facilitate the information in writing, within seven days after the end of the GSM.
The Directors are obliged to provide the information requested under this Article, except when the Chairman deems that making the information public is detrimental to the Company’s best interests, in accordance with the Regulations on the GSM.
Information may not be denied when the request is supported by shareholders representing at least one fourth of the share capital.”
Article 30.
Powers of the Meeting
The General Meeting of Shareholders has the following powers:
a) Modify the Company Bylaws, and also confirm or rectify the interpretation of these made by the Board of Directors.
b) Determine the number of Directors to form the Board of Directors, appoint, re-elect and dismiss Board members, and ratify or revoke the provisional appointments of such members made by the Board of Directors.
c) Increase or reduce the share capital delegating, where appropriate, to the Board of Directors the power to indicate, within a maximum time, pursuant to law, the date or dates of its execution, who may use all or part of that power or even refrain from doing so in consideration of the conditions in the market, in the Company itself or of any fact or event of social or economic importance which makes this decision advisable, reporting on this at the first General Meeting held when the term set for its execution has elapsed.
d) Authorise the Board of Directors to increase share capital as established by law. When the General Meeting delegates such power, it may also confer powers to exclude the preferential subscription right over the share issues referred to in the authority, under the terms and conditions and with the requirements established by law.
e) Delegate to the Board of Directors the amendment of the nominal value of the shares representing the share capital, re-wording article 5 of the Company Bylaws.
f) Issue debentures, bonds or other securities recognising or creating debt, whether senior, mortgage, exchangeable or convertible, with fixed or variable interest, which may be subscribed in cash or in kind, or under any other condition of profitability or entailment, modality or characteristic. The General Meeting may also authorise the Board of Directors to make said issues. It may also confer authority on the Board of Directors to exclude or limit the preferential subscription right over the convertible debenture issues under the terms and conditions and with the requirements established by law. In the event of convertible debenture issues, the General Meeting will approve the conditions and modalities of the conversion and the increase of the share capital by the amount necessary for the purposes of the said conversion, as established by law.
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| WARNING: | The English version is only a translation of the original in Spanish for information purposes. In case of a discrepancy, the Spanish original prevails. |
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Bylaws of
Banco Bilbao Vizcaya Argentaria, S.A.
g) Examine and approve the annual accounts, the proposal on the application of result and the Company management for each financial year and also, where appropriate, the consolidated accounts.
h) Appoint, re-elect and dismiss the auditors.
i) Approve the transformation, merger, split, global assignment of assets and liabilities, dissolution and offshoring of the registered offices.
j) Make a statement on any other matter reserved to the Meeting by legal provision or by these Bylaws.
k) To approve its Regulations and any later amendments, pursuant to the Board of Director’s proposal regarding these.
Article 31.
Adoption of resolutions
At ordinaryand/or extraordinary General Meetings, resolutions shall be adopted with the majorities required by law and by these Bylaws.
Every share with the right to vote, either present o represented at the Meeting, shall have the right to one vote, however much has been paid up for it.”
Shareholders who are not up to date in the payment of calls for pending disbursements shall not have the right to vote, but only with regard to the shares whose call disbursements has not been paid. Nor shall holders of shares without voting rights.
Shareholders may delegate or exercise their vote on proposals regarding matters in the agenda items at any kind of General Meeting by postal correspondence, electronic correspondence or any other remote means of communication, provided that the identity of the person exercising their voting right is duly guaranteed.
The Board of Directors may draw up the suitable rules, means and procedures to instrument the voting process and the granting of proxy over remote media, complying with the requirements established by law.
Article 32.
Minutes of Meetings
The Secretary of the Meeting shall prepare minutes thereof which shall be entered in the minute book; the minutes may be approved by the Meeting itself at the end of the session, and failing that, within a period of fifteen days, by the Chairman of the General Meeting and two shareholders examiners, one representing the majority and the other the minority.
The corporate resolutions may be implemented as of the date of approval of the minutes in which they appear.
The minutes of the Meeting will be signed by the Secretary and countersigned by the Chairman.
Any certificates that are issued in connection with the minutes once approved, will be signed by the Secretary and, failing that, by the Secretary of the Board of Directors, and countersigned by the Chairman or, as the case may be, by the Chairman of the Board of Directors.
The Board of Directors may request the presence of a notary public to take minutes of the proceedings.
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| WARNING: | The English version is only a translation of the original in Spanish for information purposes. In case of a discrepancy, the Spanish original prevails. |
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Bylaws of
Banco Bilbao Vizcaya Argentaria, S.A.
Chapter Two
The Board of Directors
Article 33.
Nature
The Board of Directors shall be the natural body of representation, administration, management and supervision of the Company.
Article 34.
Number and Election
The Board of Directors shall be made up of a minimum of five members, and a maximum of fifteen, elected by the shareholders at their General Meeting, with the exception contained in article 37 of these Bylaws.
The AGM shall determine the exact number of directorships within the stipulated limits.
Article 35.
Requirements for Director status
To sit on the Board of Directors requires members not to be affected by circumstances of incompatibility or prohibition as defined by law.
Article 36.
Term of office and renewal
The term of office of members of the Board of Directors shall be three years. They may be re-elected one or more times for terms of the same maximum duration.
Article 37.
Vacancies
If during the term for which they were appointed, seats fall vacant, the Board of Directors may coopt people to fill them from amongst shareholders. Their appointment shall be submitted to the first GSM held after the cooption.
Article 38.
Chairman and Secretary of the Board
The Board of Directors shall designate, from amongst its members, a Chairman to chair the Board, and one or several Deputy Chairs. It shall also designate, from amongst its members, the Chair and Deputy Chair for the Committees referred to in section four below.
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| WARNING: | The English version is only a translation of the original in Spanish for information purposes. In case of a discrepancy, the Spanish original prevails. |
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Bylaws of
Banco Bilbao Vizcaya Argentaria, S.A.
In the event of the Chairman’s absence or impossibility to chair, the chair duties shall be taken over by the deputy Chair. If there is more than one deputy Chair, the order of priority shall be that fixed by the Board of Directors when they were appointed and if this order was not established, by the oldest.
In the absence of a Deputy Chairman, the governing body shall be chaired by the Director designated for such purpose by the Board of Directors.
The Board of Directors shall designate a Secretary from amongst its members, unless it resolves to commend these duties to a non-Board-member. It may also designate a Deputy Secretary, who will stand in for the Secretary in the case of the Secretary’s absence or impossibility. Otherwise, the Board of Directors shall determine the substitute in each case.”
Article 39.
Powers of the Chairman.
The Chairman will be the highest representative of the Company and, in the performance of his office, besides those he is entitled to by Law or by these By-laws, he will have the following powers:
a) Call, after agreement by the Board of Directors, the General Shareholders’ Meetings, and preside over those meetings.
b) Conduct the discussions and deliberations of the General Meeting, ordering the interventions of the shareholders, and even setting the duration of each intervention so as to enable and speed up their interventions.
c) Call and preside over the meetings of the Board of Directors, the Permanent Delegate Commission, and any other Board of Director Commissions and Committees that he is a member of.
d) Prepare the agendas of the meetings of the Board of Directors, the Permanent Delegate Commission and the Board of Director Commissions and Committees and make the proposals of the resolutions submitted to these.
e) Conduct the discussions and deliberations of the meetings of the Board of Directors, the Permanent Delegate Commission and other Commissions and Committees.
f) Execute the resolutions of the Board of Directors, the Permanent Delegate Commission and the other Commissions and Committees, to which effect he will have the highest powers of attorney, without prejudice to any powers of attorney which for such purpose may be granted to other Directors by the appropriate body.
Article 40.
Meetings of the Board and convening notices
The Board of Directors shall meet whenever the Chairman or the Permanent Executive Committee consider fit, or at the request of at least one quarter of the Directors.
The Board of Directors shall be convened by the Chairman, failing whom by the Vice-Chairman acting for him. If the latter are absent or unable to attend, the Board shall be convened by the most senior Director.
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| WARNING: | The English version is only a translation of the original in Spanish for information purposes. In case of a discrepancy, the Spanish original prevails. |
15
Bylaws of
Banco Bilbao Vizcaya Argentaria, S.A.
Article 41.
Quorum and adoption of resolutions
The Board of Directors shall be validly constituted when a Meeting is attended by one half plus one of its members in person or by proxy.
Resolutions shall be adopted by an absolute majority of votes, cast in person or by proxy, without prejudice to Articles 45 and 49 hereof.
Article 42.
Proxies
A Director not present in person may appoint another Director as his proxy, without any limitation whatsoever.
Article 43.
Powers of the Board
The Board of Directors shall have the widest powers of representation, administration, management and supervision, and shall be empowered to perform all manner of acts and contracts relating to ownership and management, and in particular, but without prejudice to the wider scope of the powers mentioned above:
1) To undertake all such operations as, pursuant to Article 3 hereof, make up the object of the Company or are conducive to the attainment thereof.
2) To resolve that the General meeting of Shareholders should be convened, without prejudice to Articles 20 and 39 a) hereof.
3) To draft the terms of and propose to the General Meeting approval of the Annual Accounts, the Management Report and the proposal for the allocation of results for and, if appropriate, of the consolidated Accounts and Management Report for each financial year.
4) To implement the resolutions of the General Meeting and, where appropriate, in accordance with the legal provisions, to designate the persons who are to execute the public or private documents required for that purpose.
5) To interpret the Bylaws and supply lacunae therein, in particular as regards the article concerning the objects of the Company, reporting where appropriate to the General Meeting as to the resolutions adopted.
6) To resolve the creation, cancellation, change, transfer and other acts related to the offices, Delegations and Representative Offices of the Company, both in Spain and abroad.
7) To approve the internal Regulations of the Company and to amend the same.
8) To determine the administrative expenses, and to establish or agree upon such additional benefits as it considers necessary or appropriate.
9) To resolve as to the distribution of interim dividends to the shareholders before the end of the financial year in question or before approval of the annual accounts provided that the applicable legislation is complied with.
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| WARNING: | The English version is only a translation of the original in Spanish for information purposes. In case of a discrepancy, the Spanish original prevails. |
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Bylaws of
Banco Bilbao Vizcaya Argentaria, S.A.
10) To appoint and dismiss employees of the Bank, determining their salary and benefits.
11) To determine the general conditions for discounting, loans, and guarantee deposits and to approve all such risk operations as it considers appropriate and to resolve matters arising from the activities of the Bank.
12) To represent the Bank before the Authorities and Agencies of the State, Autonomous Communities, Provinces, Municipalities, quasi-State Authorities, Trade Unions, Public Corporations, Companies and private persons and before Courts and Tribunals, whether Ordinary or Extraordinary, exercising rights of action, lodging objections, enforcing rights and claims and lodging appeals of all kinds available to the Bank and abandoning any such proceedings when it considers fit.
13) To acquire, hold, dispose of, mortgage and charge all manner of real property, rights in rem of any kind and, in relation to the said property and rights, to do and perform any civil, mercantile or administrative acts or contracts, without any exception whatsoever, including those creating, amending and discharging mortgages and other rights in rem and the transfer, purchase and sale and assignment of assetsand/or liabilities of the Company.
14) To acquire, alienate, exchange, transfer, charge, subscribe for and offer all manner of movable property, securities, shares and bonds, to issue public offers of sale or purchase of securities and interests in all manner of companies and undertakings.
15) To constitute Companies, Associations and Foundations, subscribing for shares or holdings therein, contributing all manner of property and to enter into contracts concentrating the activities of and governing cooperation by undertakings or businesses.
16) To give and receive money on credit or loan, without security or with security of any kind, including mortgages.
17) To guarantee or secure all manner of obligations of the Company itself or of third parties.
18) To compound in respect of property and rights of any kind.
19) To delegate all or any of its powers, provided that the delegation of such powers is permitted by the applicable legislation, and to grant all manner of general and special powers of attorney with or without power of substitution.
Article 44.
Minutes of Board meetings
Once the minutes of the Board meeting are approved, they shall be signed by the Secretary and countersigned by the person who acted as chairman at the meeting.
Certified copies of extracts from or entire Minutes already approved shall be signed by the Secretary of the Board of Directors and, when not available, by the Deputy Secretary, and countersigned by the Chairman or, where applicable, by the Deputy Chairman.
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| WARNING: | The English version is only a translation of the original in Spanish for information purposes. In case of a discrepancy, the Spanish original prevails. |
17
Bylaws of
Banco Bilbao Vizcaya Argentaria, S.A.
Chapter Three
The Permanent Executive Committee
Article 45.
Creation and Composition.
The Board of Directors, following a favourable vote of two-thirds of its members and the corresponding entry in the Mercantile Registry, can appoint an Executive Committee consisting of the directors it designates thereto. The Board shall decide on the timing, manner and number of its members to be renewed.
The Executive Committee shall be chaired by the Chairman, who shall be automatically be a member of the Committee, and inhis/her defect or absence, by the Deputy Chair(s) of the Board of Directors sitting on the Committee, following the order established under Article 38 of these Bylaws, and otherwise by the member of the Executive Committee that the Committee determines. The Board of Directors shall designate a Secretary, who may be a non-Board member. Inhis/her absence or defect,he/she shall be substituted by the person designated by those attending the session.”
Article 46.
Meetings and powers
The Permanent Executive Committee shall meet as often as its Chairman or the person acting in his stead considers appropriate or at the request of a majority of the members thereof, and it shall consider those matters falling within the responsibility of the Board which the latter, in accordance with the applicable legislation or these Bylaws, resolves to entrust to it, including, by way of illustration only, the following powers:
To formulate and propose lines of general policy, the criteria to be adopted in preparing programmes and setting objectives, having regard to any proposals made to it in that connection, examining and auditing the procedure for and results of all activities in which the Bank engages directly or indirectly, to determine the extent of investment in each of them; to grant or withhold consent for operations, determining the arrangements and conditions for them; to arrange for inspections and internal or external audits in each and every area of activity of the bank; and, in general, to exercise all such powers as are delegated to it by the Board of Directors.
Article 47.
Quorum and adoption of resolutions
The Provisions of Article 41 hereof, concerning the constitution of the Board and the adoption of its resolutions shall apply to the Permanent Executive Committee.
Minutes and certified copes of the resolutions adopted shall be prepared in accordance with Article 44 hereof.
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| WARNING: | The English version is only a translation of the original in Spanish for information purposes. In case of a discrepancy, the Spanish original prevails. |
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Bylaws of
Banco Bilbao Vizcaya Argentaria, S.A.
Chapter Four
On Board Committees
To assist in the performance of its duties, the Board of Directors may set up the committees it deems necessary to help it on questions within the scope of its powers.
Article 48.
Audit Committe
For the supervision both of the financial statements and of the exercise of the control and oversight function, the Board of Directors shall have an Audit Committee, which will have the powers and means it needs to perform its duties.
The Audit Committee shall comprise of a minimum of four non-executive directors appointed by the Board of Directors, who have due dedication, capacity and expertise necessary to pursue their duties. The Board shall appoint one of them to Chair the Committee, who must be replaced every four years, and may be re-elected to the post when one year has elapsed sincehe/she stood down. At least one of the Audit Committee members must be an independent director and be appointed taking into accounthis/her knowledge and expertise in accounting, auditing or in both.
The maximum number of members on the Committee shall be the number established in article 34 of these Bylaws, and there will always be a majority of non-executive directors.
The Committee shall have its own set of specific regulations, approved by the Board of Directors. These will determine its duties, and establish the procedures to enable it to meet its commitments. In all cases, the arrangements for calling meetings, the quorum for proper constitution and adoption and documentation of resolutions will be governed by the provisions of these Company Bylaws with respect to the Board of Directors.
The Audit Committee will have the powers established by law, by the Board Regulations and by its own regulations.
Chapter Five
Managing Director and General Management
Article 49.
The Managing Director.
The Board of Directors may, by the favorable vote of two-thirds of its members, appoint from amongst its number one or more Managing Directors, having such powers as it considers appropriate and as may be delegated in accordance with the legal provisions and these Bylaws.
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| WARNING: | The English version is only a translation of the original in Spanish for information purposes. In case of a discrepancy, the Spanish original prevails. |
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Bylaws of
Banco Bilbao Vizcaya Argentaria, S.A.
Article 50.
General Management
The Board of Directors may set up one or more General Managements, appointing to head each of them a General Manager, having the functions and powers assigned thereto by the Board.
Article 50 bis.
Administrators who have executed functions in the Company attributed to them, whatever the nature of their legal relation with it, will be entitled to receive remuneration for the provision of these functions, which will consist of: a fixed sum, adequate to the services and responsibilities assumed, a variable complementary sum and the incentive schemes established with a general nature for the Bank’s Senior Management, which may comprise the delivery of shares, or option rights to these or remuneration referenced to the value of the shares subject to the requirements laid down in the legislation in force from time to time. And also a welfare part, which will include the relevant retirement and insurance schemes and social security. In the event of cessation not due to non-fulfilment of their functions, they will be entitled to compensation.
TITLE IV
FINANCIAL YEAR AND ALLOCATION OF RESULTS
Article 51.
Financial year
The accounting periods of the Company shall be one year, coinciding with the calendar year, ending on 31st December each year.
Article 52.
Annual Accounts
The annual accounts and other accounting documents that must be submitted to the ordinary General Meeting for approval must be prepared in accordance with the chart established by prevailing provisions applicable to banking institutions.
The annual accounts, the management report, the proposal for allocation of results and the auditors’ report and, where applicable, the consolidated financial statements and management report, will be given the publicity that is determined at any time by prevailing provisions and these Bylaws.
Article 53.
Allocation of results
The General Meeting shall resolve on the allocation of results from the year, in accordance with the balance sheet approved.
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| WARNING: | The English version is only a translation of the original in Spanish for information purposes. In case of a discrepancy, the Spanish original prevails. |
20
Bylaws of
Banco Bilbao Vizcaya Argentaria, S.A.
The Company’s net earnings will be distributed in the following order:
a) Endowment to insurance-benefit reserves and funds, required by prevailing legislation and, where applicable, to the minimum dividend mentioned under article 13 of these bylaws.
b) A minimum of four percent of thepaid-up capital, as shareholder dividend.
c) Four percent of the same to remunerate the services of the board of directors and the executive committee, unless the board itself resolves to reduce this percentage in years when it deems this to be appropriate. The resulting figure shall be made available to the board of directors to distribute amongst its members at the time and in the form and proportion that it determines. The resulting amount may be paid in cash or, if the General Meeting so resolves pursuant to the law, by delivery of shares, share options or remuneration indexed to the share price.
This amount may only be taken out after the shareholders’ right to the minimum four per cent dividend mentioned above has been duly recognised.
Article 53 bis.
The AGM may resolve the distribution of dividends (either charged against the year’s earnings or against unrestricted reserves)and/or of the share premium, in kind, provided that the goods or securities being distributed are standardised and sufficiently liquid or susceptible to liquidation. Such condition will be presumed met when securities are listed or are going to be listed for trading on a regulated market.
The regulation in the previous paragraph will also be applicable to the return of contributions in the event of a reduction in share capital.
TITLE V
DISSOLUTION AND LIQUIDATION OF THE COMPANY
Article 54.
Grounds of dissolution
The Company will be dissolved under the circumstances laid down in that respect by prevailing legislation.
Article 55.
Appointment of liquidators
Once it has been resolved to dissolve the Company, the General Meeting shall appoint the liquidators thereof, and, in addition to the powers expressly vested in them by law, they shall have such other powers as the General Meeting may resolve to confer upon them, determining the rules with which the liquidators must comply in apportioning the assets of the company and approving the accounts of the liquidation until final settlement.
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| WARNING: | The English version is only a translation of the original in Spanish for information purposes. In case of a discrepancy, the Spanish original prevails. |
21
Bylaws of
Banco Bilbao Vizcaya Argentaria, S.A.
Article 56.
Liquidation phase
Once the dissolution has been resolved, the liquidation phase shall commence and although the Company shall retain its legal status, the representative capacity of the directors and other authorised agents to enter into new contracts and contract new obligations shall cease, and the liquidators shall assume the functions attributed to them by law.
The liquidation of the Company will be done in compliance with the prevailing legal provisions at any time.
Article 57.
Distribution of the assets of the Company
Until all the obligations are discharged, the assets of the Company may not be delivered to the shareholders unless a sum equivalent to the amount of the outstanding obligations has been reserved and placed at escrow at the disposal of the creditors.
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| WARNING: | The English version is only a translation of the original in Spanish for information purposes. In case of a discrepancy, the Spanish original prevails. |
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