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Expert Corporate Governance Service (ECGS)
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BBVA, March 14 2019

In item 2.1, the Board proposes to appoint the former CEO Mr. Carlos Torres Vila as executive Chairman. We strongly regret that the roles of management and control are not separated, and we have serious concerns over the excessive remuneration of the Lead Independent Director (€ 584'000 in 2018, including cash and restricted shares), an amount that may seriously compromise his independent judgement of the Bank's management. Therefore, we recommend opposition.

In item 2.2, the Board proposes to appoint the new CEO, Mr. Onur Genç, as executive Director. We have concerns over the short experience of Mr Genç in executive positions at banking companies: only 6 years and in two countries (Turkey and USA) representing less than 30% of BBVA's Net Banking Income, and no experience in BBVA's core markets, like Spain and Mexico. As we recognize that it is the Board's responsibility to select the CEO, we express our concerns by recommending shareholders abstain from voting on Mr. Genç's appointment, and we will regularly monitor his future performance.

In item 3, the Board proposes to amend the remuneration policy to reflect the changes in the executive positions (binding vote). We have serious concerns over the very high base salaries of the Chairman and the CEO, which are used to calculate their variable remuneration and exceed respectively by 84% and 63% the average base salary of the CEOs of large European banks (€ 1'333'731 in 2017). We also have serious concerns over the huge pension contributions paid to the executive Chairman, which will be equal to 67% of his base salary as from 2019, and we regret that 30% of his annual bonus will depend on a qualitative assessment of non-financial performance. Therefore, we recommend opposition. Due to our concerns over the remuneration policy, and taking into account the excessive compensation of non-executive Directors (on average € 411'434 in 2018), we also recommend that shareholders oppose the Annual Report on Directors' Remuneration in item 6 (advisory vote).

Underlying
Banco Bilbao Vizcaya Argentaria S.A.

Banco Bilbao Vizcaya Argentaria is an international financial group, engaged primarily on providing banking services and consumer finance to private individuals and businesses in Spain and Portugal; providing real estate activity in Spain; providing services to international companies and investment banking, capital markets and treasury management services to clients; and providing the banking, insurance and pension businesses in Mexico and the U.S., as well as in South America.

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Proxinvest
Proxinvest

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