What is a Shareholders General Meeting?

What topics are addressed at an Annual General Meeting?

At an AGM, the shareholders make decisions on:

• approval of the financial statements, distribution of earnings and ratification of decisions made by the company management;
• appointment, re-election and removal, as appropriate, of company directors;
• appointment, re-election and replacement, as appropriate, of statutory auditors;
• any alteration to the articles of incorporation or bylaws;
• merger or demerger of the company or conversion of the company to another legal form;
• any increase or decrease in share capital;
• dissolution of the company, if appropriate; and
• any other matter which laws and regulations or the company bylaws require the shareholders to decide upon.

A decision made at an AGM, known as a "resolution," is binding on all shareholders, even those who voted against the decision or were absent from the meeting.

What kinds of General Meetings are there?

A general meeting can be ordinary (the annual general meeting or AGM) or “extraordinary” (an EGM). An ordinary general meeting or AGM is convened and held every year, within the first six months following the end of the previous financial year, to ratify decisions made by company management, approve the previous year's financial statements, and decide on how to distribute the previous year's earnings.

Any general meeting of the shareholders other than the AGM is an "extraordinary" general meeting or EGM. Legally, the directors must convene an EGM when so required by one or more shareholders who, combined, hold at least 5 percent of share capital, or only 3 percent of share capital if the corporation is listed on a stock exchange.

Who is entitled to attend an AGM?

As a matter of principle, every shareholder is entitled to attend an AGM. However, in Spain, if the company has the legal form of sociedad anónima, the bylaws may set a threshold number of shares for that entitlement to take effect. At a listed company, the threshold may not exceed 1,000 shares. The BBVA bylaws set a threshold of ownership of 500 shares for a shareholder to be entitled to attend AGMs.

In addition, if a shareholder is unable to attend an AGM in person, they may appoint a proxy to attend and vote on their behalf, even if the proxy is not a shareholder. A proxy must be appointed in writing or by means of remote communications that satisfy the legal requirements for remote voting. A proxy must be appointed specifically for a given AGM.

Under the bylaws of a corporation, votes on proposed decisions submitted to a general meeting of any kind may be exercised—or delegated to a proxy—by conventional mail, email or any other means of remote communication whereby the identity of the shareholder can be reliably authenticated. Shareholders voting remotely are counted as present in person for the purposes of ascertaining whether or not there is a quorum for the AGM to take place.

What if a shareholder would like to attend an AGM but holds fewer shares than the attendance entitlement threshold set by the bylaws? In that situation, the law enables several small-scale shareholders to pool their shares together to reach the threshold.

How does a hybrid AGM work?

BBVA will hold its next AGM on March 15, 2024, at the Palacio Euskalduna in Bilbao, Spain. The bank will provide suitable channels for attending the AGM online. As a shareholder, you may attend the AGM physically in Bilbao, or, if you wish, you may attend virtually online—to do so, please obtain credentials via the online attendance portal.

As in previous years, the BBVA AGM will be livestreamed on the corporate website (www.BBVA.com).

Structure of a listed company's AGM

1. Notice of meeting: Under Spanish law, a listed company must convene an AGM by publishing an announcement in the Boletín Oficial del Registro Mercantil (the gazette of the Spanish register of corporations) or in a widely circulated daily newspaper, on its own website and on the website of the CNMV (Spain's securities market regulator). The notice must state the name of the company, the date and time of the meeting, and the agenda. There must also be a description of any formalities shareholders must fulfill to take part in and vote at the AGM. An AGM must be convened at least one month in advance. It is usually held in the town or city where the company has its registered office.
2. Appointment of AGM officers: Unless otherwise specified in the bylaws, the presiding officer and the secretary of the AGM will be the Chair and Secretary of the Board of Directors. The AGM officers are in charge of making sure that the meeting runs smoothly.
3. Roll call of attendees:: Before the AGM transacts any business on the agenda, the officers ascertain the number of shareholders present at the meeting—whether in person or by proxy—and the share capital amount held by those present.
4. Quorum: At the earlier of the two times appointed in the notice of meeting for the AGM be held, there is a quorum, and the AGM is therefore validly constituted, if the shareholders present in person or by proxy own at least 25 percent of subscribed voting share capital. At the later of those two times, unless the bylaws require a reinforced quorum, the AGM is validly constituted whatever the amount of share capital held by the shareholders present. However, a reinforced quorum is always required if it is intended that the AGM should decide on certain matters: an increase or decrease of share capital or any other alteration of the articles of incorporation or bylaws. Under Spanish law and company bylaws, the reinforced quorum is 50 percent at the earlier of the two times appointed in the notice of meeting for the AGM to be held, and 25 percent at the later of those two times.
5. Course of business of the AGM: Once it has been confirmed that the AGM is quorate and validly constituted, the agenda is read out. The AGM officers may then give the floor to one or more speakers.
6. Shareholders' right to information: During an AGM, a shareholder may request information, disclosures or clarifications about any business on the agenda, any public information provided by the company to the CNMV (Spain's securities market regulator) since the last AGM was held, and the auditors' report. Once the round of speeches has concluded, shareholders' questions are answered
7. Voting: After speeches and deliberations have concluded, the proposed decisions are put to the vote. In-room votes are those cast by shareholders present at the AGM itself, whether in person or by proxy. Votes cast in advance by means of remote channels provided by the company are also counted.
8. Adoption of resolutions: A corporate decision or "resolution" is normally passed by a simple majority of votes, i.e., more votes in favor than votes against. However, laws and regulations or the company bylaws may require that decisions on certain key matters be passed by a qualified majority.

At BBVA, the rules of procedure of AGMs are set out in the bylaws of the bank and in a specific regulation. Both documents are available on the bank's corporate website, where you can also find all the details on the upcoming 2024 AGM.

Can an AGM be sustainable?

The BBVA AGM was certified for the first time in 2018 by AENOR under the ISO 20121 standard as a sustainable event. This certificate demonstrates that the design, organization and implementation of the AGM is sensitive to its potential environmental, social and economic impacts.

The assessment of the sustainability of the AGM looks at three factors:

• Environmental factor: minimizing resource consumption; cutting back on harmful gas emissions; protecting the local environment; and supporting waste recycling and reuse.
• Social factor: the design of the event must consider accessibility and hiring workers at risk of social exclusion.
• Economic factor: priority should be given to local goods and suppliers.

Since 2020 BBVA's Annual General Meeting also happens to be a zero net emissions event, right the way through from the initial planning to the day of the meeting (carbon credits are purchased to offset all of the emissions generated by the event).