Banco Bilbao Vizcaya Argentaria 6-K 2007
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
The Board of Directors of Banco Bilbao Vizcaya Argentaria, S.A., in its meeting on 12th February 2007, has resolved to convene an Annual General Meeting of Shareholders, which will be held in Bilbao, at the Palacio Euskalduna, on Abandoibarra Street nº 4, on 15th March 2007, at 12.00 hours under first summons, and in the same place at the same time on 16th March 2007 under second summons, according to the following AGENDA ONE.- Examination and approval, where forthcoming, of the annual accounts and management report for Banco Bilbao Vizcaya Argentaria, S.A. and its consolidated financial group. Application of earnings; dividend payout. Approval of corporate management. All these refer to the year ended 31st December 2006. TWO.- Adoption, where forthcoming, of the following resolutions on the appointment and ratification of board members: 2.1.- Appointment of Mr Rafael Bermejo Blanco 2.2.- Ratification of Mr Richard C. Breeden 2.3.- Ratification of Mr Ramón Bustamante y de la Mora 2.4.- Ratification of Mr José Antonio Fernández Rivero 2.5.- Ratification of Mr Ignacio Ferrero Jordi 2.6.- Ratification of Mr Román Knörr Borrás 2.7.- Ratification of Mr Enrique Medina Fernández Pursuant to paragraph 2 of article 34 of the corporate bylaws, determination of the number of directors at whatever number they are at this moment, according to the resolutions adopted under this agenda item, which will be reported to the AGM for all due effects. THREE.- Increase by €30,000,000,000.- (THIRTY BILLION EUROS) the maximum nominal amount against which the AGM, 18th March 2006 under its agenda item three, authorises the board of directors to issue fixed-income securities of any kind and nature, including redeemable and exchangeable bonds, non-convertible into equity. FOUR.- Authorisation for the Company to acquire treasury stock directly or through Group companies, pursuant to article 75 of the Consolidated Text of the Companies Act, establishing the limits and requirements for these acquisitions, with express powers to reduce the Company’s share capital to redeem treasury stock. Conferral of necessary authority to the board of directors to implement the resolutions passed by the AGM in this respect, repealing the authorisation conferred by the AGM, 18th March 2006. FIVE.- Re-election of the auditors for the 2007 accounts. SIX.- Amendment of article 36, “Term and renewal of directorships" in the corporate bylaws in order to eliminate the annual renewal of one fifth of the Board of Directors. SEVEN.- Constitution of a foundation for economic and social development and cooperation through microfinance activities. EIGHT.- Conferral of authority to the board of directors, which may in turn delegate said authority, to formalise, correct, interpret and implement the resolutions adopted by the AGM.