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16 |
Regarding shareholder remuneration, which includes cash payments and the remuneration resulting from the
execution of the share buyback programs that the Group may execute, a cash gross distribution in the amount of 0.39 per share on April as final dividend of 2023 and the execution of a new Share
Buyback Program of BBVA for an amount of 781m, subject to the corresponding regulatory authorizations and the communication with the program specific terms and conditions before its effective
start, are expected to be submitted to the relevant governing bodies for consideration. Thus, the total distribution for the year 2023 will reach 4,010m, a 50% of the net attributable profit,
which represents 0.68 per share, taking into account the payment in cash of 0.16 gross per share paid in October 2023 as interim dividend
of the year.
During the year 2023, BBVA has executed two share buyback programs. The first program was announced on February 1, 2023 for a
maximum amount of 422m and was part of the ordinary application of the shareholder remuneration policy of the year 2022. On April 21, 2023, BBVA announced the completion of this, having
acquired 64,643,559 own shares between March 20 and April 20, 2023, representing approximately 1.07% of BBVAs share capital as of said date. The shares acquired in the execution of this first share buyback program were redeemed on
June 2, 2023. The second program, which is considered extraordinary shareholder remuneration and thus is not included in the ordinary remuneration policy, was announced on July 28, 2023, for a maximum amount of 1,000m. On November 29, 2023, BBVA announced the completion of this, having acquired 127,532,625 own shares between October 2 and November 29, 2023, representing approximately 2.14% of
BBVAs share capital as of said date. The shares acquired in the execution of this second share buyback program were redeemed on December 19, 2023. Thus, the total amount disbursed in both share buyback programs stands at 1,422m.
The most relevant aspects of the share buyback programs are summarized below:
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EXECUTION OF THE PROGRAMS FOR THE
BUYBACK OF SHARES IN 2023 |
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Start date |
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Completion date |
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Redemption date |
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Number of
shares |
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|
% of share
capital* |
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|
Disbursement (millions of euros) |
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|
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|
First
program |
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|
March 20 |
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April 21 |
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June 2 |
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|
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64,643,559 |
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1.07 |
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422 |
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|
|
|
|
|
|
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Second program |
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October 2 |
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November 29 |
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December 19 |
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127,532,625 |
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2.14 |
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1,000 |
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Total |
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|
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|
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|
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192,176,184 |
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1,422 |
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*As of the date of the program closure.
As a consequence of the share buyback program described above, and once the Group has carried out the aforementioned share capital reductions, BBVAs
share capital as of December 31, 2023, stood at 2,860,590,786.20 divided into 5,837,940,380 shares, at 0.49 par value each.
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SHAREHOLDER STRUCTURE
(31-12-23) |
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|
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Shareholders |
|
|
Shares outstanding |
|
Number of shares |
|
|
Number |
|
|
|
% |
|
|
|
Number |
|
|
|
% |
|
Up to 500 |
|
|
315,389 |
|
|
|
42.5 |
|
|
|
58,447,373 |
|
|
|
1.0 |
|
|
|
|
|
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501 to 5,000 |
|
|
334,638 |
|
|
|
45.1 |
|
|
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592,992,044 |
|
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10.2 |
|
|
|
|
|
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5,001 to 10,000 |
|
|
49,539 |
|
|
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6.7 |
|
|
|
347,292,314 |
|
|
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5.9 |
|
|
|
|
|
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10,001 to 50,000 |
|
|
38,423 |
|
|
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5.2 |
|
|
|
733,832,231 |
|
|
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12.6 |
|
|
|
|
|
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50,001 to 100,000 |
|
|
2,720 |
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|
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0.4 |
|
|
|
185,938,321 |
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|
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3.2 |
|
|
|
|
|
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100,001 to 500,000 |
|
|
1,228 |
|
|
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0.2 |
|
|
|
218,487,412 |
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3.7 |
|
|
|
|
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More than 500,001 |
|
|
257 |
|
|
|
0.03 |
|
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|
3,700,950,685 |
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63.4 |
|
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Total |
|
|
742,194 |
|
|
|
100 |
|
|
|
5,837,940,380 |
|
|
|
100 |
|
Note: in the case of shares kept by investors through a custodian placed outside Spain, only the
custodian will be considered as a shareholder, which is who appears registered in the accounting record of book entries, so the number of shareholders stated does not consider those indirect holders.
With regard to MREL4 (Minimum Requirement for own funds and Eligible Liabilities) requirements, as
of December 31, 2023, the requirement of own funds and eligible liabilities equals to 21.46% of the total RWA of its resolution group (the MREL in RWA), being the subordination requirement of the Group´s total RWA (the
subordination requirement in RWA) 13.50% at the subconsolidated level56 Given the own funds and eligible liabilities structure of the resolution group, as of December 31, 2023,
the preliminary MREL in RWA ratio and the preliminary subordination requirement in RWA ratio stand at 26.36% and at 21.84%, respectively7, complying with both mentioned requirements.
In addition, BBVA must reach, as of December 31, 2023, an amount of own funds and eligible liabilities in terms of the total exposure considered for
calculating the leverage ratio of 7.27% (the MREL in LR), of which 5.61% in terms of the total exposure considered for calculating the leverage ratio shall be met with subordinated instruments (the subordination requirement in
LR). Given the own funds and eligible liabilities structure of the resolution group, as of December 31, 2023, the preliminary MREL in LR ratio and the preliminary subordination requirement in LR ratio stand at 11.10% and at 9.20%,
respectively, complying with both requirements.
4 BBVA must maintain this requirement from January 1, 2022 onwards.
5 In accordance with the resolution strategy MPE (Multiple
Point of Entry) of the BBVA Group, established by the SRB, the resolution group is made up of Banco Bilbao Vizcaya Argentaria, S.A. and subsidiaries that belong to the same European resolution group. As of December 31, 2023, the total RWA
of the resolution group amounted to 214,757m and the total exposure considered for the purpose of calculating the leverage ratio amounted to 509,996m.
6 The MREL in RWA and the subordination requirement in RWA do not include the applicable combined capital buffer requirement that, according to the current regulations and the supervising criteria,
would be of 3.35%, taking into account the exposures as of September 2023 subject to the calculation of the countercyclical buffer.
7 Own resources and eligible liabilities to meet, both with MREL in RWA and subordination requirement in RWA and with the combined capital buffer requirement applicable.
Translation of this report
originally issued in Spanish. In the event of a discrepancy, the Spanish-language version prevails.