Ladies and gentlemen, shareholders, good morning. [Foreign language] . Which is basically to say, welcome to this extraordinary general meeting of BBVA shareholders. That's true for both of you who are actually here in the Euskalduna Palace in Bilbao, and those of you who are following us remotely. Firstly, the secretary will explain the terms of the call to this general meeting.
Good morning. The board of directors of Banco Bilbao Vizcaya Argentaria resolved to convene this extraordinary general meeting of shareholders for the 4th of July, 2024, at 10:00 A.M. on first summons, and at the same time on the 5th of July, on second summons.
The announcement was published on the 31st of May in the daily papers El Correo, El País, and El Mundo, and in the official gazette of the Mercantile Registry, and in the websites of the company and the National Markets Commission, as established under Article 516 of the Corporate Enterprises Act. As indicated in the call to meeting, the EGM will be held presently in the Palacio Euskalduna de Bilbao, although we've also offered shareholders the possibility of participating in the meeting and granting proxy and voting in advance remotely. According to the company bylaws, the meeting will be chaired by Carlos Torres Vila, and the secretary will be the board secretary, and between them they are going to set up the general meeting panel. We can also tell you that the board of directors of the bank is here and present.
As resolved by the board of directors, we've requested the attendance of the Bilbao notary, Ramón Múgica, here in order to minute the proceedings, and we hereby inform you of that fact. So now the secretary will report on the number of shares and shareholders at this general meeting with voting rights. The attendance list is formed using the computers to count everyone, and the share capital of the bank is EUR 2,824,009,877.85, which is represented by 5,763,285,465 shares with a face value of EUR 0.49 each. And all of them are from the same class and series and fully subscribed and paid up. According to the attendance cards taken up before we started the general meeting, looking at the proxies and the remote votes, we have the following provisional quorum.
Here at the meeting, in the room and remotely, we've got 91,512 shareholders holding 770,413,402 shares, which represents EUR 377,502,566.98 of our share capital, which is 13.37% of that total share capital. With proxies, we have 61,702 shareholders holding 3,306,611,521 shares, representing EUR 1,620,239,645.29 of share capital, which is 57.37% of the share capital. Which means that between those present and represented, we've got a total of 153,214 shareholders with voting rights holding 4,077,024,923 shares, representing EUR 1,997,742,212.27 of share capital, which is 70.74% of that share capital. In light of the data facilitated by the secretary and pursuant to the Corporate Enterprises Act, the corporate bylaws, and the general meeting regulations, we have the necessary quorum for the valid holding of this general meeting on second summons in order to resolve on all the items on the agenda.
Consequently, I can declare that this extraordinary general meeting of BBVA shareholders to be quorate on second summons. Having closed the attendance list, during the session, we'll be able to inform you of the final quorum for this meeting. I'll hand over to the secretary to explain some housekeeping matters regarding this general meeting.
As we've already informed you, this meeting is a hybrid meeting, which means that apart from the people actually attending in the Palacio Euskalduna, those shareholders who have enrolled according to the instructions put out in the announcement in the call to meeting and the website of the bank can participate remotely.
In order to facilitate the Q&A for shareholders who wish to exercise their right to information, we would like to inform those shareholders who are here in the Palacio Euskalduna that if they wish to ask questions in the Q&A, and if they haven't already done so, they should now go to the shareholders' desk, which is at the front of the hall, saying how many shares they have and their name, and then they will be informed of when they will be able to take their turn in the Q&A. If any speaker wishes to minute what they have to say verbatim, I remind you that under Article 18 of the general meeting regulations, they need, first of all, before they actually speak, to give the notary a written copy of what they're going to say so that he can follow what they say before he records it.
Those shareholders attending remotely have been able to exercise their right to information over the telematic attendance portal up until the moment when the EGM started, and they will be able to exercise their right to vote over the same portal up until the moment when the panel declares the time is up. This is according to the indications that you've already seen on the bank's website and in the announcement of the call to meeting. Should there be any technical issue during the meeting in the remote media, you can go straight to the bank's website where we'll indicate what you have to do in order to exercise your rights in such cases. So many thanks for participating in this event. Now the secretary will report to the EGM on the agenda and the resolutions being proposed for approval.
The agenda of today's meeting was published in the call to meeting as established under Article 5 of the general meeting regulations. So it can be deemed to have been read for all due effect. Available to the shareholders since the day that we called the meeting, you've had all the proposed resolutions filed by the board regarding the different items on the agenda, which are subject to approval at this meeting, and the report from the board of directors regarding those proposals included in agenda item one. I can inform you that this documentation has also been published on the bank's website as of the date on which we put out the call to the meeting, along with all the other information required under Article 518 of the Corporate Enterprises Act and the legal reports issued since the last AGM regarding the contingent convertible bonds issued by the bank.
Now, pursuant to Article 18 of the general meeting regulations, we will give you a summary reading of the proposed resolutions filed by the board of directors for this EGM. Although we can tell you that their full text has already been handed over to the notary to be included in the proceedings of this meeting. Under agenda item one, the board of directors is putting out to your approval a capital increase of the bank's share capital to a maximum amount of EUR 551,906,524.05, which means 1,126,339,845 ordinary shares of the same class and series as those currently outstanding, in order to cover the consideration in kind under the voluntary tender offer over up to 100% of the Banco Sabadell shares, which has been put out by the BBVA. These shares will be disbursed with non-monetary contributions, namely in Banco Sabadell shares.
Thus, these shares are intended exclusively for Banco Sabadell shareholders who take up the offer, which means that there are no preemptive subscription rights for the current BBVA shareholders. The proposed resolution establishes that the capital increase will be totally or partially executed on one or several occasions, depending on the outcome of the offer, and therefore we accept the possibility of incomplete subscription for the capital increase. We also propose the delegation of powers necessary in order to totally or partially execute on one or several occasions the resolution to increase capital within one year as of today. Under the second agenda item, we're requesting the EGM to grant the necessary powers to execute the resolutions adopted with respect to any qualifications put out by the Mercantile Registry or other authorities.
The full text of the proposed resolutions and other documents that we've mentioned have been included in all the documentation made available to you since we published the call to this meeting. Many thanks. [Foreign language].
Ladies and gentlemen, shareholders, [Foreign language] . Good day and welcome to this extraordinary shareholders' meeting for BBVA. We thank you all for your attendance, not only those who are present here today in Euskalduna Palace in Bilbao, but also those attending remotely. It is an honor for me to be here before you once more. As you know, this is an extraordinary meeting to deal with one single item: the required capital enlargement for the share trade we have offered to Sabadell Bank shareholders.
An enormously attractive transaction, a combination of two powerful banks that will create value for all our stakeholders, including, of course, all of you, our shareholders. But before we tackle this item, I would like to highlight BBVA's strength and our history of success, which makes this operation possible. A history of success, including 74 million clients, 121,000 employees across 25 countries across the world. We're a global-scope bank with leading franchises in attractive markets, and in each of those markets, we have interesting shares of participation, as you can read on the left side of the screen. Our leadership comes mostly from our pioneer strategy, with which we have taken the lead in big trends like digitalization and sustainability.
We were pioneers in digitalizations, enabling our clients access to BBVA to create new accounts, new operations, or get products through simple, always readily accessible channels to operate whenever, however, they feel most comfortable. Our clients are using this channel massively, as we can see by the percentage of clients relating to the bank through their mobile devices, which went from 25% in 2016 to 73% in 2023. At present, 53 million clients interact with BBVA over their smartphones. The same as we've been leaders in digitalization, we also lead the way in sustainability. Certainly, the decarbonization of the economy is one of the largest challenges that humankind has to face lately, as you have heard me say before. In BBVA, we were one of the first institutions to understand that this is also a big business opportunity.
Last year, we channeled over EUR 70 billion in sustainable business, twice as much as two years ago and more than five times the investment of 2018. And lastly, I would highlight that as a result of all this, our clients are increasingly satisfied with our services. Our NPS, our net promoter score, has gone up by 11 percentage points in the past five years. And in this indicator, we occupy leadership positions in every single geography of our footprint. The success of this strategy is reflected in our excellent financial performance. As we saw in this very place in March, we got the best profit in our history, a record benefit of EUR 8.01 billion, 26% above 2022. We are way ahead of our competitors in Europe in terms of profit and value creation.
Our ROTE, which measures the group profitability, continued to grow until it reached 17% compared to 12%. Our European competitors, our NAVPS, net asset value per share, which is the value for each of you, our dear shareholders, grew by over 20% throughout the year, which compares to approximately 14% on average of our European competitors. The cost-to-income ratio, measuring the efficiency of the work we do in BBVA, continued to grow until 41.7%, significantly better than the 53.4% average our competitors boast of. All in all, as you can see, a differentiating performance that has continued to improve during this first quarter of 2024 and will continue, driven by both our strategy and our strengths. But not only are we good performers and efficient, we also have greater growth. In this slide, you can see the profits of 2023 versus the growth of loans.
As you can see, we combine one of the best profitability ratios with the highest growth in loans compared to all of our peers. We are in the ideal quadrant, the top left corner, with a unique profile for growth and profit that sets us apart from every other competitor in Europe. An additional key to this success is how disciplined we are in assigning and allocating capital, always guided by the creation of value for our shareholders. Throughout the past 10 years, we have disinvested EUR 16 billion in cases like Paraguay because the market was not attractive enough, or in the case of maybe Chile or the United States because we failed to gather enough scale. These two features, scale and market attractiveness, determine the possibility to achieve truly positive returns.
Part of the capital obtained by those disinvestments was used to tackle opportunities with higher value generations, like our franchises in Mexico, Turkey, or Spain. And that's precisely the framework of capital allocation we have applied to our bid for Sabadell. Another important part of that capital was devoted to attractively remunerating our shareholders. On one side, with the cash dividend payout, which has continued growing in the past few years, as you can see, it has ramped up by 28%, and also a share buyback program at much lower prices than our value, than our share price today. Since 2021, we have paid out over EUR 7.8 billion in cash dividends, added to EUR 5.4 billion in share buybacks for a total of over EUR 13.2 billion paid out to our shareholders.
Everything I have mentioned so far comes from rigorous management and has multiplied the value of BBVA shares in the past few years. Our shareholders have nearly tripled the value of their shares, including dividends, since early 2019. As you can see, the exact data or point of data comes from multiplying value times 2.75. In comparison, European bank shareholders stand at a mere 1.94, whereas other Spanish banks stand at 1.59. I believe this sums up our success story and the very favorable position we're at right now. So, building from this impressive baseline, our combination with Banco Sabadell is the most attractive industrial project in European banking, as you will now hear. A number of times before, I have mentioned we are leaders in digitalization, and we anticipate the future. Our industry has veered towards digital, the preferred channel for clients to relate to banks.
In Spain, for instance, the Spanish population using digital banking was approximately 30%. But according to the Bank of Spain, by 2022, this percentage reached already 70%. Digitalization increases the weight of software spending, as well as IT equipment, communication systems, and technological skills. In consequence, technology spending has become one of the big items in the industry's cost structure, which are mostly overheads. That is why scale is increasingly relevant to tackle the growing investments we need to make in technology. With the integration of Banco Sabadell to the BBVA Group, we gain scale and dilute overheads among a larger customer base and larger business volumes, therefore offering clients from both entities better products and services at a more competitive price. The growing importance of technology will do nothing but increase.
We need to invest more and more in cybersecurity to protect not only our customers' money, but also their data. Regulators are becoming increasingly stringent in this field. We also need to guarantee service continuity and resilience in the event of catastrophes. A good example of that is the EU DORA regulation, best known as DORA, being enforced next January 1st. We can also add to all this new developments in AI, which requires huge technology investments, not only in computing, but also in algorithms and in making the data required to feed these systems highly and readily available. The banks that invest the most, like BBVA, are the ones that get best returns. This tendency will do nothing but grow. This deal would increase our scale and reinforce our position in Spain, a very attractive market for investment.
Spain has proven to be a resilient and dynamic economy that has grown well above the European mean in the past few years. We expect growth of 2.5% this year, 2.1% next year. Some interesting figures that compare very well to other countries. Plus, after the deleveraging we've been doing in the past 15 years, Spain's private debt to GDP at present, both households and companies, are below the average of the European Union, with a better perspective for credit performance. Returns for the banking sector are also looking up. In sum, Spain, as a market, fully covers our criteria for efficient capital allocation, as I mentioned at the beginning of my speech. The integration with Banco Sabadell is a great opportunity for all. Sabadell is the fourth bank in Spain with assets in the U.K. and Mexico.
It is a high-quality franchise with very positive performance in their financial metrics during the past few years. They grew their returns up to 11.5% ROTE in 2023, their capital ratio to 13.2%, and their asset quality ratios have grown better and better. With the integration of both businesses, we will be gaining scale. After this deal, we would become the second bank in Spain in terms of loans share, and we reinforce our capability to compete in the domestic market. Plus, we're combining two highly complementary businesses, and we're doubling up on our commitment to SMEs. To the highest share of BBVA, we would be adding the large SME business from Sabadell. Serving SMEs and self-employed is a top priority for BBVA. These businesses add more than 60% of the employment rate in the country and decisively contribute to Spain's economic and social development.
As a matter of fact, we're the most supportive entity for the entrepreneurial fabric in Spain. During the first four months of this year, we grew our client base by more than 51,000 self-employed, small, and medium enterprises. Together, we want to add the experience of both banks to jointly build the best possible partner for these businesses. As an initial sample of this endeavor, we will maintain SMEs circulating loans during at least 12 months. In sum, we want to build a stronger, more competitive, and more profitable bank by reinforcing our presence in an attractive market by combining top-quality franchises with highly complementary businesses. Plus, with this deal, we would get significant synergies with estimated cost savings of EUR 0.85 billion, including EUR 100 million in connection with lower financing costs.
These savings will materialize during the first three years after integration and are coupled to restructuring costs of EUR 1.45 billion before taxes. Many of these synergies are related to the group's overheads and technology costs I was mentioning previously. This deal is positive for absolutely all of our stakeholders. Clients from both banks will be a unique value proposal since these franchises complement each other with the best and broadest product offering and the bank's global scope. Employees will be part of a larger team where they will have greater career and professional growth opportunities. One of our priorities in this process will be preserving and promoting the best talent and culture from both entities. The integration of staff will be based on professional competence and merit, as has happened in previous deals with BBVA.
The deal is almost positive for society as a whole, since thanks to a bigger scale and profitability, we will have a greater capacity to grant loans to households and companies that we estimate by EUR 5 billion further each year, which will also generate greater contributions via taxes. With this transaction, we also increase our commitment with the largest territories in our footprint. We will maintain the corporate center in Sant Cugat and will reinforce our support to science, entrepreneurship, and culture in those territories. Particularly, we will use both brands in those areas where it can have relevant commercial interest. And of course, the deal is interesting, and it involves an important amount of value creation for you as BBVA shareholders. First of all, it increases profit per share or earnings per share from day one, once savings from integration begin to materialize: 3.5% of those.
Plus, TBV will grow by 1% approximately. All of this with a limited impact on capital, which would be only 30 basis points if the bid is accepted by 100% of shareholders and with a high yield on the investment. Plus, I would like to highlight we will maintain our attractive payout policy by paying out between 40% and 50% of net attributable profit with the possibility to recombine dividends and cash and share buybacks, plus the commitment of redistributing any excess capital above 12%, of course, subject to the required authorizations and approvals. For all these reasons, we bring Banco Sabadell shareholders a public tender for VTO, one share of BBVA for every 4.83 of their shares. So today, we bring to your approval a capital increase of up to 1.126 million new ordinary shares for those Banco Sabadell shareholders who will take up the bid.
So there is no monetary contribution or preemptive subscription rights for these shareholders. We have already requested the due authorization. So after CNMV's approval, the take-up period would be open for shareholders. We trust that the process will progress favorably. This is a tremendously attractive offer. It's a premium of 30% above values listed on April 29 when we filed the tender to the Board of Sabadell. And it gives Sabadell shareholders the possibility to capture higher value in the future in participating in 16% in the combined entity if take-up reaches 100%. We are convinced of the strategic rationale of this bid and the positive impact it will have for all stakeholders. For that reason, BBVA wants to offer Sabadell investors the power of choice, which you will be able to do once the take-up period is opened.
We hope you can appreciate the strategic sense of this deal and walk with us into this huge project for the future. Our approach was friendly from the start and continues to be so. By way of conclusion, I would like to insist on some things I've already said. First of all, we fully trust that this will be a successful transaction. The tender is extraordinarily attractive, meaning to create a stronger, more competitive bank. We are decidedly supporting Spain and its SMEs with positive financial effects in terms of tangible value and yield on the invested capital, with a limited impact on capital.
Our experience in similar deals in the past is a guarantee to the success of this new integration, which definitely creates value for all stakeholders, shareholders, clients, employees, and obviously our society to continue to grow the impact we have had so far and coming true our purpose of making the opportunities of the new era available to all. I wouldn't want to wrap this up without thanking you once more for your constant trust and support. [Foreign language] Thank you very much.
[Foreign language] . Many thanks. I'll hand over to the secretary.
I will now, excuse me, I'll now report on the final quorum of this meeting, having closed the attendance list, having counted the proxies and the votes issued remotely before the beginning of the AGM and by the shareholders here in the room and voting remotely.
We have the final quorum that here in the general meeting, in this hall and attending remotely, we have 91,544 shareholders holding 770,655,580 shares, representing EUR 377,621,234.20 of share capital, which is 13.37% of the share capital represented by proxy. We've got 61,703 shareholders holding 3,306,606,676 shares, accounting for EUR 1,620,266,671.24 of share capital, which is 57.37% of that share capital, which means that between those present and represented, we have 153,247 shareholders with voting rights holding 4,077,322,256 shares, representing EUR 1,997,887,905.44 of share capital, which is 70.75% of that share capital. Now, given that we have a notary minuting the proceedings, the notary will make the statement established in Article 101.3 of the Mercantile Registry Regulations. Okay, I'll give the floor to the notary.
For audio effects, we now ask the meeting whether you have any reservations or challenges regarding the statements made on the number of shareholders attending and the capital present. Should any shareholder present in this room wish to lodge any reservation or challenge regarding the number of shareholders attending or the capital present, would they please come to my desk in order for me to incorporate their objection in the proceedings? Those shareholders who are attending remotely, you can communicate with me over the channel set up for this in the special portal established by the bank for this general meeting so that I can minute it to the proceedings.
Thank you very much, Mr. Notary.
Now, we open the floor to any shareholders who wish to speak and to exercise their right to information. The secretary will now inform you of how to proceed.
I can inform you that the order of the interventions is established by the panel of this meeting, and we will be calling up all the shareholders who've already stated they wish to take the floor. I'd like to point out that for the smooth running of the meeting, it's important for you to keep your interventions focused on the business, on the agenda, and please do not bring in business which is not on the agenda. We also inform shareholders that to facilitate the smooth running of the meeting, there will be one single right to the floor for each person who wishes to speak, regardless of how many shares they hold and how many proxies they've been given for this general meeting.
In order to allow all shareholders who wish to exercise their right to information, please make sure that you don't take up more time than is strictly necessary to deal with the questions you want to cover, and please don't ever overrun the five-minute limit. Once the shareholders present in the Palacio Euskalduna have taken the floor, we will now take questions which have been duly lodged by shareholders attending remotely over the channels made available to them. After that, if possible, we will come back to you with the information or the clarification that you've requested, and those requests for information which are valid but can't be dealt with during the meeting, we'll be getting back to you within the seven days following the end of the meeting as established in the General Meeting Regulations and the Corporate Enterprises Act. Many thanks.
Okay, now then, we will let the shareholders take the floor. So who's the first shareholder? [Foreign language]
I give the floor to Jorge Alejandro Aranda Bernal.
[Foreign language] G ood morning, Mr. Chairman, CEO, members of the board, ladies and gentlemen, shareholders, colleagues, etc. My name is Jorge Aranda Bernal. I'm the president of ACB, which is a trade union set up in BBVA to defend the rights of the workers of both sexes, regardless of the claims that might come up. We have high representation. I'm here in representation of more than 30% of the staff of BBVA in Spain and the shareholders who've given us their proxy. Mr.
Chairman, in line with the information made known previously and the data presented today regarding the VTO over Banco Sabadell, should you successfully conclude the deal, given what a big deal it is, it would mean a change in the banking map of Spain and Europe? It's a corporate M&A, which is really important for the media, and we should expect the bank to be strengthened by it. We will look to the future situation of our enterprise given this M&A.
In the current situation, the main concerns that we've heard from the staff have to do with the sales force, the endowment of branches, and the control tools, with too much control, which has gone up exponentially over the last four months, which also coincides with summer holiday times, which makes it very difficult for the staff to take up the extra work without having any impact on their pay. We see that aggravated by not signing the collective agreement for our staff, which undermines the purchasing power of the staff. Although there are record earnings in the sector, the increase in wages hasn't been made very material.
We understand that it's necessary to increase the measures intended to improve the working conditions and the employment contracts of employees, given a situation which is going to take a long time before it's resolved, which is when we get the final outcome of this VTO. According to your statements, the union of both entities is going to generate value for everyone. The corporate social responsibility and your commitment to your staff are fundamental in all M&As, but especially when the joint profits of both entities are over EUR 9 billion in 2023, with an outlook for even more in 2024. That's where we'd like to talk about the future. Should you successfully conclude the VTO with the merger, please, Mr. Chairman, will you make sure that this isn't done at the cost of the staff of both entities?
In ACB, we will always firmly defend the rights of our workers. So any measures must be generous, non-traumatic, and voluntary. Otherwise, it would be impossible for society to understand how you might treat your workers. In the previous AGM and others, we have already described the situations that need to be corrected, like the lack of staff in the branch offices and the loss of quality in service, the excessive work burden, and the delocation of staff. So looking at this VTO, well, if it's successful, it could be an excellent opportunity to resolve the situation that I just described. And therefore, Mr.
Chairman, we do trust that you will take advantage of the great opportunity that you have before you to solve these problems without undermining the key asset of the enterprise, which is its staff, to get a better bank for all people, regardless of where they come from. And finally, as always, Mr. Chairman, we'd request, please, will you take into account our opinions and requests because they are being put forward by all those that we represent, the people who are working for BBVA. [Foreign language] Many thanks.
[Foreign language] Thank you. Okay. [Foreign language] Thank you. Paola Torrico Portero has the floor.
[Foreign language] , good morning, Mr. Chairman, CEO, shareholders. My name is Paola Torrico Portero, and I speak on behalf of Comisiones Obreras, representing the shares to which we have proxies. Mr.
Chair, we want to express the concerns of our organization and workers after you announced your bid on Banco Sabadell and the possible merger of both entities. We refer to the labor consequences that the integration of such two large companies might entail. The headcount of both organizations is already beginning to suffer these consequences due to fear practices applied by certain middle managers that are putting even more pressure on their team members under the excuse that a possible merger is on the horizon and the hidden threat that whoever does not shine will be let go, plus an excessive inexplicable ambition to reduce cost. Considering summer months and summer holidays for the staff, which are already scarce, we're also worried about the budget for holidays or medical leaves.
You look proud, or you claim to be proud of your branch network, but that sounds like a macabre sense of humor. After the latest sector crisis and since 2021, BBVA workers have been dealing with unthinkable work burdens which are undermining our health, as we denounced in the latest ordinary annual shareholders' meeting. But apparently, you refuse to listen. The growth in your client base, technological progress, new digitalization endeavors, and many other tasks cannot lead to an ongoing reduction of your staff. It should work the other way. Math is not that difficult. More work, more workers. It shouldn't be more complicated than that. BBVA needs to support their workers with real, tangible actions. In Comisiones Obreras, we're here to demand that if this merger with Banco Sabadell should happen, there should be a labor agreement protecting employment on both sides.
Guarantee for employment, the feasibility of a future project, and generational continuity should be conditions to be included in the possible or potential merger process. The protection of both sides of the staff should be an opportunity to reinforce teams. More hands on board for better results and a healthy labor environment that will certainly lead to better customer service. We also wanted to refer to the financial exclusion of these processes when it comes to bank and savings banks mergers that leave citizens in dire conditions vis-à-vis the financial industry. During the world pandemic, the banking sector was considered a vital one. So we come to you once more to ask you to adopt your social co-responsibility and back it with facts, not words.
I remind you that in your latest earnings call, you were boasting about your contribution to society and economic development and the social areas of your footprint. You did fail to mention the abandonment of the population after branches are closed for clients who cannot have digitalized access to banking or access to actual physical branches offline. Of course, you keep claiming client comes first, but we need to support people, clients, workers, society, an inclusive one where no one is left behind, and some people working for people. Last, we still have not signed the banking collective agreement. BBVA is one of the largest associated entities in the employer's agreement. You're obtaining extraordinary profits at the expense of your workers that have a loss of their purchasing power that only continues to grow. Only a good contract would help these workers overcome this situation.
Some of your workers have had their salary frozen for 15 years, with the promise of a new and better future. This is no way to hold on to your talent and certainly does not generate pride or motivation. If you truly appreciate your staff, prove it by providing a contract and an agreement that reflects your profits and workers' compensation. Let's work ahead together with facts, not words. We believe that by hard work and responsibility and true will, we can move ahead. Our intervention has been handed out to the notary public and also our intentions for vote and the items of today's agenda. Thank you.
Thank you very much, Ms. Portero. The word goes to Luis María Urrecha Benguría. [Foreign language]
[Foreign language] , good morning, Mr Chairman, CEO, members of the board of directors, shareholders, and all the people here in this room, and all of those who are following us over remote media. Quite honestly, it's great to be here at home. I've met up with lots of people that I've been happy to work with in the past, all colleagues from all over the place. I'm Luis María Urrecha Benguría, and I belong to the third biggest trade union in BBVA, with almost 20% representation. Here I'm representing the people who work for you and the shareholders who have granted their proxy to us with nearly 1 million shares in proxy. We'd like to thank all of the people who've been involved for giving us the opportunity to put across the concerns of the staff in BBVA and also Sabadell.
Firstly, it's clear that we should congratulate you for the positive trends we're seeing in the bank. They're reflected in the earnings you've been referring to in the last quarter. You've got spectacular returns, and we'd imagine by the end of the month, you'll repeat with further good news. Without a doubt, that's been thanks to the people who work for the enterprise and, of course, the decisions made by the management team. You should take into account the hard work done by your staff. The staff of this bank is the alma mater of the business which makes it possible to get these outstanding returns that you've announced. So what we'd like to say is that in CGT, we are mainly concerned about the consequences on employment of this VTO over Sabadell.
We're not going to talk about the financial issues which have to do more with the legal teams and the finance department, nor any loss for society as a whole. The ECB prefers intra-community mergers rather than in-country mergers. It's true that the merger of two entities, regardless of the legal form in which it's done, always leads to excess staff. With the understaffing of the branch offices here in BBVA, and that's the real situation that we have right now, we are worried. And that's why our concern is focused here on the recent history of our country, which shows that mergers between financial institutions have always led to layoffs, forced relocations with devastating impact on the morale and the well-being of the workers and customer service. You only have to look at what's happening in our branch offices.
In CGT, we're committed to fighting for decent labor conditions for our employees. We have to request that you should not only avoid traumatic measures, but actually commit to taking decisions that will protect and benefit workers in both entities. What we're proposing, for example, is a measure that the staff would like a lot: adopting early retirement possibilities rather than just laying off staff. Any relocation should be totally voluntary. We propose that you should actively find acquisitions in the European market, not just in Spain, to have a truly international bank.
Likewise, we'd request that during the process, you should inform the trade union reps at all times so that we can contribute our ideas about how to make things run as smoothly as possible, maintaining a high level of transparency with regular reports to the union reps on the impact of the VTO on employment and what measures you're going to adopt. We take advantage of being here today to remind the board of directors of their corporate social responsibility with a fair treatment of all employees. That's not just an ethical imperative. It also has positive repercussions on the reputation of the bank and therefore its long-term sustainability as a business, with a big impact on all the communities in which BBVA operates.
I'd like to wrap up here saying that we are currently in the collective bargaining stage, and thanks to the contributions of the more than 6,000 signatures we've got from the staff requesting the non-application of Article 5 of the agreement, which has to do with the compensation in the case of absorption and merger. At the moment, the bargaining table was previously saying no, but now the doors have been opened, and we are currently negotiating percentages, which would have to do with the kind of compensation that would be given with the absorption. And we'd like to thank you for listening to us, and we do hope that our contributions and proposal will be taken into account. [Foreign language] . Many thanks.
Luis María. Thank you very much, Luis María. I now hand over to Don Francisco Javier Aguirre.
Señor Presidente, señor. Mr. Chairman, Mr. CEO, shareholders, [Foreign language]
Good day. My name is Francisco Rojano, Secretary General for UGT and BBVA, and I'm addressing you on behalf of the proxy of our stakeholders. We are here to present our concerns and the concerns of your employees. We are here to face capital increase to face your takeover bid on Banco Sabadell. Mr. Chair, we can tell when there's true interest on one thing: what a media deployment, meetings with shareholders, consultants, and consultants to consultants. You are convinced that this transaction is strategic and fundamental for the future of BBVA. Wouldn't we love that? We would wish you had the same consideration and enthusiasm to deal with the issues we have denounced over and over again on behalf of BBVA workers. Perhaps we should go from passion for people to passion for merger.
I am certain that you would understand and sympathize more with your network or branch staff. I'm sure you feel alone and misunderstood despite all the hard work you've done with suffocating pressure to bring this endeavor to a good ending, plus constant challenging in the media of your own personality if your objective is not met. Well, welcome to the club. That's what many of your workers feel like under the pressure of their managers in BBVA. As for corporate action itself, we will not provide an opinion until the merger happens and it has an impact on your workers. Although I'm sure we would have to value that with 9 or 10. Otherwise, anything below 8 would be a failure as applied to your workers. You know, Mr. Chair, for consistency's sake, we will not permit the cost of this deal to befall on workers from both entities.
Their day-to-day work has enabled your growth and your record profits in both companies. Nobody left behind, right, Mr. Chair? In this context, when you talk about meritocracy and adjustment, we only hear collective layoffs and discretionary. And trying to think ahead, I will announce to you our conviction: UGT will not be present in the signing of any agreement involving the non-voluntary exit of a single worker. This deal would have to be fully voluntary if you want our support. Our responsibility is not towards corporate governance on each entity. Our responsibility is to the workers we represent in our union. Let's talk about the collective agreement. Although you've had the largest profit in the whole financial sector, you keep bringing proposals to our bargaining that do not match those profits, promoting a negotiation, an uneven negotiation in which [Foreign language] will not give up.
You do not value workers until you lose them. We cannot witness the way the remuneration of top executives keeps growing, whereas workers can never get to see a raise. It's inadmissible that other sectors that directly compete with your sectors have come to an agreement, whereas your bank has not come even close to those agreements. Our work and profits are top rate, but our agreements are second rate. While we're at this, I would like to support the workers who, in turn, supported the strike a couple of months ago to keep us firm and straighten our commitment. I would also like to thank for the invaluable contribution to the success of your profits by squeezing the life out of your workers. Last, BBVA workers are already under a lot of stress and commercial pressure, a situation that cannot be extended.
If you pull too hard on the rope, it can snap, and it can be mended but not fully fixed. The labor climate in your offices is asphyxiating. There's a lack of motivation. With the model you set up, you have created an employee crusher machine. You need to be aware of this, Mr. Chairman. The sales area is polluting everything with their policies, and it is within your reach to put an end to this unbearable situation.
Thank you, Francisco. The word goes to José Miguel Fernández Vázquez.
[Foreign language] . I am talking on behalf of the Confederación Intersindical Galega, which is the majority trade union in Galicia, representing many colleagues who have granted us their proxy in this EGM.
At the express indication of voting against the two agenda items, against the capital increase to buy Banco Sabadell, before in previous AGMs, it's been quite common to have these campaigns to get proxies from shareholders in favor of the board proposals. This time, you've really gone overboard. For several weeks in the branch offices, we've been subject to brutal pressure to go out and contact and convince BBVA shareholders to delegate their proxy to the board so that you could get the medal for getting spectacular levels of approval. This was the top priority for the sales force in the last weeks, and everything else could wait. And you should really be ashamed of this.
We voted against the capital increase because if this hostile bid, which you've launched over Sabadell, it would mean the merger of both entities with the repercussions which would mean that we, not you, would suffer. We'd have to close branches, and there'd be restrictions on the financial services offered to clients and society at large, destroying millions of jobs. We've already said that there are going to be non-traumatic measures taken. But think back to when you just laid off 3,000 people not such recent past, and you pretended it was voluntary, but you modified the working conditions of several colleagues, increasing their working hours, forcing them to go and work elsewhere. And those that you laid off, they were hit pretty badly, and we were hit even worse if we stayed on with the traumatic work burden you've put onto our shoulders.
With a possible merger, the workers who remained would have even more clients to service. They'd have more work burden for an already overworked staff just because you want to pay less tax and you don't want to pay people. But there would be less contributions made by the resulting entity. You'd be paying less in pay, less in tax, less in social security contributions, which is bad for everybody. Right now, the financial system in Galicia is highly concentrated, and nationwide, Santander, CaixaBank, and BBVA already would control nearly 70% of the financial market. All in all, who's going to benefit from this merger? Our customers won't, and our workers in BBVA definitely won't, nor will Sabadell workers.
Those who will benefit will be the speculative foreign investors, most of them from USA, who are the biggest holders of shares in bank shares in Spain and in Sabadell and BBVA in particular. So I'd like to denounce before the board of directors the pressure being exerted over the sales staff who are overburdened. You have talked to the workers in the bank about your corporate responsibility. You've also made them work even harder to get your proxies. Thereby, you have given them even more work as they try to get their sales targets, which are already ridiculous, at a time when they should be on summer holidays, which makes it almost impossible to reach these targets when everybody is already saturated with work. Inevitably, this situation will mean that we'll have more sick leave, which means more people to cover for.
So you have to increase your earnings, which is mainly to boost the earnings of the foreign investors, but at the risk of the health of your employees. Many thanks.
Thank you, José Miguel. I give the floor to Raúl Morentín Ramírez. Morentín Ramírez.
Good day, everyone. During your latest ordinary shareholders' meeting, I filed a writ to the Notary Public. After more than three months waiting for the minutes, after much insisting and documents, I finally got a copy of my question, but not a copy of your answer. As for the minutes, it did not fully reflect the verbatim content of my presentation, but rather an executive summary by the Notary Public. Before the meeting started, I was talking to the Notary Public today, and he told me to write down my speech so that it can actually go down on record.
During the previous shareholders' meeting, you did reply that BBVA had sold their stake in Terra. So you were either misinformed or lying because that is not true. You lied to me and to other board members and BBVA workers. Ana García from BBVA Holding informed me that BBVA still held 8.5 million shares in Terra. We were negotiating and never came to an agreement because they demanded the documentation and the presence of their attorneys, which I refused. I really don't know why the video with your very short answer was not supplied, and I don't understand why it's taking you more than three months to reply to me. I have sent you specifically several official faxes to your general secretary. I've sent communications to the president of this country, Pedro Sánchez, to the Ministry of Finance and public prosecutors.
As you know, there seems to be a corrupt deal to rob Terra shareholders of their money. The audited account of Telefónica since 2005 revealed that there's an asset which, by legal decision, was granted to Telefónica, but which actually belonged to all Terra shareholders. Your stake remains 5% in Telefónica, which I mentioned in my previous letters to you, and that there's evidence of embezzlement from Telefónica of many of those shares. You said that you sold your stake in 2003, and I will have everyone here and every Terra shareholder via BBVA that they were robbed. BBVA did not sell their stake, and they shifted shares after the merger was approved until Terra actually left the stock market. I really don't know what else to do.
I'm merely disclosing all the information I have, and we will file a lawsuit against all stakeholders because you are not defending the interests of your clients or anyone who put their trust in BBVA after the public subscription tender you made for that no-longer-listed company because that's all we can do. Now you're approving a capital increase to go into another deal to merge with Banco Sabadell. I guess in the Sabadell board, you didn't have anyone under your control because you're offering a 30% premium. In the Terra merger, you had four directors sitting at Telefónica, and you launched a merger bid below the listed share price. You're well aware of that. So I radically oppose this deal you propose.
Actually, I don't believe BBVA should be authorized to act as a bank because they're involved in a corrupt scheme and because they don't have the ethics to do so. And now you intend to merge or absorb another entity. Mr. Shareholder, would you kindly finish your participation? Yes. As I was saying, there is a corrupt network of institutions, including the state of Spain. I'm mentioning Judge Santiago Pedraz for unfair rulings, although he has been personally made aware of this injustice.
Please, Mr. Shareholder, wrap up your participation. Your time is up.
Fine. So I will leave these notes with the Notary Public. These are six sheets that I expect to go on record fully and verbatim.
Thank you. Luis del Rivero Asencio has the floor.
[Foreign language] Thank you very much, Mr. Chairman, members of the board, and shareholders who are present here today.
Right now, we're looking at this extraordinary general meeting that you're holding to approve a capital increase in order to put out this takeover bid on Sabadell, which seems of interest to me, an interesting offer, and I think we have to recommend a favorable vote. Now, an operation of this kind always entails, well, two engines. First of all, the people who are going to head up the operation, and then the funds that you'll be handling. You explained that very clearly, Mr. Chairman, when you talked about the advantages of the deal, which are pretty clear. It depends on who is heading it up, though, as to whether things will turn out one way or the other. There are different lobby groups, you could say, or stakeholders who could be impacted.
Clients might have fewer branches to go to for loans in Spain, but that wouldn't necessarily be important. We've already lost all the savings banks. You talk about synergies, but these could entail the reduction of the headcount. If things work out well, you'll have greater financial clout, it's true, and that could mean more business. These synergies will be good for the bank, and we want to make sure that they're also good for not only shareholders but also workers. But who's going to be in charge of making sure that things turn out right? Well, with the approval of the capital increase for the VTO, what about the conditions? They should be made known to the shareholders very clearly. Here I'm talking about shareholders in both entities. I think one thing is clear here.
You have managed to be the biggest bank here in Spain in criminal proceedings, and the judge at the end of the instruction stage has asked for the hearings to be opened, so you'll have to go to court. There'll be an ex-CEO and an ex-chairman of the bank and heads of legal services, head of compliance will all be going before the judge for these hearings. I don't know if this is very good for a bank that's doing something like this. Well, what could be good would be the bank being taken over where they've got fantastic members of staff with a great track record in banking. Just think of the chairman, the son of the previous chairman of Sabadell. He's not someone who just got there because he's the heir to this.
At 19, he already got an economics degree, and when he was 25, he got a doctorate at University of Minnesota, belonging to the prestigious group of Spanish economists who are known as the Minnesota Gang. When he came back to Spain, he headed up the university chair in Oviedo, and it wasn't because of the years that he was the aggregate professor, but he went to competitive exams to get this professorship. Later on, his career developed in the planning of the state holding company in the 1980s. He was pretty well the vice chairman of what we know as INI, and he got a lot of experience in real life. He's got fantastic economic education. He's really honest. When he was 38, he joined the bank after having actively worked in several different positions.
So when he went to the bank, he really raised his profile from a merely local bank that his father had led to occupying an important position in Spanish banking, working with the CEO of who was an old Deusto, an ex-alumni from Deusto. And there was a lot of competitors for this, but they managed to fight against the attack on his group. Mr. Guardiola, for example, was involved, and that meant that the bank actually, in the end, came out in an excellent position, and it really showed how perspicacious he was in the Catalan process, as it's called. He didn't take advantage of the changing in legislation, which said the board could change the corporate headquarters of the bank. And a person like that has shown himself to be honorable, and definitely, he is the kind of person who should be the chairman of the new group.
In this group, we've also got people who are linked to the bank, Mr. Echenique, for example, and very prestigious people. Now, if you can use them, then you'd have two weapons to hand: the weapon of having a lot of economic clout in the group, but also maximum honorability of the people leading it. I think this is something that everybody should know. Shareholders should understand who is available. Should the VTO be successful? At the moment, we're only talking about a capital increase in order to fund the VTO, but if it's successful, it should mean that there are no layoffs. Rather, you should increase your staffing, and all shareholders of both entities should benefit as the chairman has so clearly talked about in what he said. You should really get rid of all people who aren't honorable enough to lead this entity.
Mr. Antonio Colomer has the floor. Don Antonio. Mr. Colomer, Antonio. No.
Good day, everyone. Foreign language] . I represent the package of shares from two companies from Seville since 2005, and I've been a personal shareholder for much longer. The capital increase you're proposing today is the first one in seven years when another capital enlargement was approved for the last script dividend paid out by BBVA of EUR 0.13. Since then, all dividends paid out to shareholders have been cash dividends, including the latest one of EUR 0.39 in April, which triples the dividend paid out seven years ago. Beyond these cash dividends, shareholders have been remunerated with up to five capital reductions in the past two years, since June 2022 to May 2024.
These share buybacks involved the amortization of over 0.9 billion shares representing 13.5% of the share capital. Therefore, if this capital increase we're discussing today actually comes to happen, the bank will once more have the same amount of shares it had in late 2021 before these share buybacks. That's approximately 6.68 million shares. If the capital increase reaches the requested maximum, that number might grow by approximately 3%. The profit of BBVA in 2021 was approximately EUR 4.6 billion, whereas in 2023, it went from EUR 8 billion or it exceeded EUR 8 billion with more growth expectations, as shown by the profit of the first quarter exceeding last year's estimates by 19%. So to this profit, we should also add the profits from the newly added bank, which would exceed EUR 10 billion in profit. That's more than twice the profit since 2021 with a very similar number of shares.
Going in the opposite direction, if the bid does not hold, the capital increase would not take place, and BBVA would continue to have a reduced number of shares as it boasts today, approximately 5.76 billion shares. With good news from all the areas of BBVA's footprint, including Turkey, where BBVA holds an 89% stake, has doubled its value since we met here four months ago for the ordinary meeting. I'm talking about doubling the value of guarantee in euros. For this reason, the earnings per share continue to grow, and share price is reaching its historical peak considering the dividends paid out. So in either sense, one wonders what could go wrong. I would say absolutely nothing except the reputational risk for BBVA directors led by our chairman.
As we usually say in our area, the president has been smacked left, right, and center by the response of the Sabadell board of directors, despite the support of many analysts and shareholders which consider this deal a highly strategic one and consider the way both banks could complement one another very beneficial. The details were amply described by the chairman, so I will not go into those. But as you pointed out, Mr. Chairman, we're not paying you to make easy decisions, but to foresee attractive deals that would create value for BBVA shareholders like this bid to Sabadell. So continue to struggle to make these deals successful, amiably or not. My congratulations on your management of this situation. I hope this takeover will come through, and you can count on me and my vote for the capital increase you're requesting today.
Thank you. Thank you very much, Mr. Cordeiro. Ignacio María Aguirre Aranburu has the floor now.
Foreign language] Good morning, everyone, and thank you. I represent myself as a shareholder, and I have two questions. According to the statements made by the chair, buying Banco Sabadell is clearly good for Spain, SMEs, and the regions. And also for the workers of the BBVA, I ask, can the chairman commit to ensuring that the Sabadell takeover doesn't lead to laying off workers either in the BBVA or in Sabadell? And then my second question is, have you analyzed the possible purchase of Sabadell not being accompanied by the purchase of interests in Israel, which should be avoided because the shareholders couldn't support it? Thank you very much.
Foreign language] . Having concluded the Q&A here in this room, we can now take the questions sent in by the shareholders attending remotely.
Daniel Oliver Martínez talks about the staff. As the General Secretary of the Intersindical Trade Union in BBVA, I've got questions about the impact of the possible merger on the staff. First of all, according to the note issued by BBVA to the CNMV on the 1st of May, you said literally that with the integration of the staff, we will always respect the principles of professional skill and merit without the adoption of traumatic measures, which could have an impact on employees from either bank. My question is whether you are going to have non-traumatic restructuring measures, which will be, as you've stated, or whether you're now putting out a tender offer which is slightly different and which would lead to the traumatic measures being taken.
My second question is that in a press conference on the 9th of May, when you answered the questions of a TV3 journalist regarding the restructuring costs, which were going to be EUR 1.45 billion, you asked whether it was realistic, and Onur Genç said at minute 132 that BBVA had taken into account the experience of the layoffs made in 2021, adding a safety margin. Asked more about this, how much of these EUR 1.45 billion are going to go to cutting back staff and headcount, and how much is going to cover the merger costs? The second question is that the layoff on 2021 was based on grounds linked mainly to lower revenues and returns, which are quite different now.
The current situation in earnings is radically different from what you had then, which you were alleging, and given that the cost of restructuring is going to be EUR 1.45 billion, which these can be compensated in just two years with the synergies you're going to get of EUR 850 million euros, which won't affect the expected profits. So I have to ask whether, when you come to looking at cutting back jobs, are you thinking about early retirement measures or such like, or are you thinking of trying to pass on part of the cost of the merger directly to the staff with just giving them very bad conditions?
Asunto. Manuel Pardos Vicente about the capital increase. ADICAE's participation in the general extraordinary meeting of July 5th, 2024.
In representation of ADICAE, the Association of Bank Savings Banks and Insurance Banks in Spain, and in proxy of retail shareholders, we attend this present general meeting. Shareholders meeting. About the requested capital increase for the swap with Banco Sabadell shareholders, we consider it may have several positive aspects. First, Spain remains the second country in Europe with the largest number of branches, only second to France, and despite the banking restructuring of the last decade, the number of credit entities in Spain remains high. In ADICAE's opinion, the absorption of Sabadell by BBVA may give greater solvency to clients from both entities and also to retail holders considering recent profits in the banking sector. Clients will have access to two branch networks across the whole Spanish territory.
Second, for retail shareholders, the swap offered of 4.83 shares of Sabadell for one of BBVA may be beneficial considering the present share price of EUR 9.6 per share and the effect of nearly 20% capital of this capital increase. After taking over Banco Sabadell, the business expectations of BBVA will most likely increase the share value in benefit of retail shareholders. Third, for Banco Sabadell clients, this could be an opportunity for better treatment as customers, which couldn't have been worse in recent conflicts in mortgages with floor clauses and shareholder and mortgage fees and charges. We can expect better treatment after the merger, thus resolving several conflicts on profit and fees. Fourth, the offer looks promising for Sabadell shareholders, thus compensating them for the share value of their shares plus an issuance premium with greater solvency guarantees.
Despite the pressures of the Sabadell board, which seem more interested in protecting their own interests than those of their shareholders and clients, this swap offer provides favorable or promising results to Sabadell shareholders, even if it has to be a hostile takeover bid. Thank you.
Thank you very much. Having concluded the question period, we will wrap up the answers. Myself and the secretary will respond in a succinct way to all the questions. Thank you.
A continuación. So now I'd like to answer all the matters brought up by our shareholders here with those attending in presence, in person, and those attending remotely. There are many aspects which can be grouped together, and I'll group them together by subject matter.
Regarding what was said by the representatives of our workers, ACB, and Comisiones Obreras, and CGT, and UGT, and CIG from Galicia, and then the question that came over remotely from the Inter-Syndical Union, and also regarding the question put forward by Mr. Aguirre referring to the workers' conditions when he spoke. I'd like to, first of all, thank you for what you said and express my deep respect for all the concerns you manifested regarding this voluntary takeover offer for BBVA—sorry, for Banco Sabadell—and that definitely we do want to deal with this matter with maximum transparency, explaining all the details. Therefore, I'd like to respond to your questions directly and clearly. First of all, I'd like to emphasize our firm commitment to preserving quality jobs and good working conditions for our staff.
You know about the uncertainty hanging over any offer like this, but I can assure you that all decisions for the integration of the two staffs will be based on seniority and merit in order to promote talent as best we can. No measures will be adopted without necessary guarantees, which will be properly agreed with the reps. There are great business opportunities in Valencia, in Catalonia, and worldwide, reinforcing our commitment to the scientific and business and cultural communities. As you can see in the maintenance of the headquarters in Sant Cugat, we have a lot of experience in integration negotiations. 41% of our staff in Catalonia come from Catalunya Caixa; 36% come from Unnim. All in all, they account for approximately 80% of our total staff in Catalonia. I think that that clearly illustrates how we do things.
We are always in favor of boosting talent among our staff, the talent that come from all the companies we take over. This deal won't be any different. Our experience in cutting back staffing is always based on reaching agreements with the majority of the reps, the DU reps. You can see what happened in 2001, for example. There we reached an agreement with 73% of the legal representation of the workers. In the process, we received more requests to take up the end of the contracts than we could actually deal with. Now, in these processes, we are asked to make sure that we do things properly. Well, during the negotiation and consultation process, we went into dialogue with the representatives of our workers to ensure the best agreement possible. We will work together to make sure that that is the case.
Transparency and cooperation will be the underpinnings of our future. As to the costs of the restructuring, what I'd highlight is that they've been calculated on the basis of the experience of BBVA in similar circumstances with measures which will be agreed with the trade union reps. In any case, we have to take into account that this deal isn't directly comparable to others that have taken place in the sector in terms of the savings that we'll get in the operating costs associated to it. If you look at the staffing optimization costs, they won't be so much of a big part of the deal. Mainly, we'll get savings in systems and IT. We also understand your concern of the impact on the working environment and what happens in the whole sector.
If you look at the banking sector, you can see that these processes have to be approached with great sensitivity to preserve a good working environment. So we want to mitigate any adverse effects which aren't related to what is strictly required by banking targets. We know we've got ambitious targets, but they are reachable. And that's what we always do in everything related to our commercial staff. And Mr. Aguirre also talked about what's happening with financial services in Spain. Well, we're making sure that nobody should be left behind, the people who are elderly, people who live in rural environments, etc. And we will continue to be present in neighborhoods and communities where our presence is crucial for the business fabric and the social fabric of the area.
There I'd highlight the agreement reached with Correos, which enables BBVA customers to take out money in the post offices directly, working through rural postmen. As to the collective bargaining of the bank agreement for all of Spain, it's obviously crucial for us. We recognize the need to come to such an agreement, but it has to be satisfactory to all the parties involved. Then the future of the branches and customer service. This deal is designed to take advantage of the complementary nature of the two banks to improve our value proposition to all our stakeholders. Branches will continue to play a crucial role in providing services, and our goal is to maintain and improve the quality of the service offered over all our channels, ensuring that all our clients receive the kind of service they need.
To conclude, I can say that we are seriously committed to an integration that not only respects the conditions of our workers but also aspires to build up a stronger, more united organization taking advantage of the best of both cultures. This integration will make it possible to offer even more value to our clients and shareholders because of the extraordinary capacity and commitment of our teams. I'd like to thank all of you for your continuous support of our enterprise, your support for working together to benefit everyone. We do notice what you have done, and dialogue will always be essential to achieve our goals. I can assure you that we will maintain open channel lines of communication throughout the process. I'd like to thank you again for your participation.
We're always available to you if you've got any further questions you wish to ask over the channels we have there. Mr. Aguirre also asked about the situation in Israel and the conflict there. As I already said in March at the AGM, we're very sorry about the humanitarian crisis there in the region. As I said then, you know that BBVA doesn't have a presence in Israel, and with the operation for which we are increasing our capital, it doesn't have anything to do with the situation there. Mr. del Rivero, thank you very much for talking out in favor of the deal. As Mr. Morentín said, well, I think we've already answered your request for information.
As we explained in the AGM in March, the questions you ask about the merger between Terra and Telefónica occurred in 2005, and they aren't covered by your legal right to information, which you can request at a general meeting like this because it's not on the agenda for today. I'd like to thank Manuel Pardos Vicente representing ADICAE. Indeed, as I said in my presentation, we are thinking of a very good combination of banks, which would be Sabadell and BBVA coming together for the greater good of all stakeholders. We want to build a stronger, more competitive, more profitable group, which can be a hallmark of excellence in deposits and lending. And as you said, this is positive for clients and shareholders.
Clients of both banks will have a unique value proposition because of the complementary nature of the franchise, the broader range of products and services the bank can answer. For shareholders, this will create value for all of you, both the BBVA and the Sabadell shareholders, as has been made clear in my speech today. It's also positive for the other stakeholders. Our employees will have the possibility of new professional growth in a bigger bank. One of the priorities of BBVA will be to preserve and boost the best talent. Society in general will benefit from greater capacity to grant loans to both households and businesses, with a greater contribution being made to tax revenues, which is good for social and business growth. I'd also like to thank Mr. Yuke. Antonio, thank you for your trust and for your support in this deal.
Now we can go ahead and vote on the resolutions. Being put out to vote are the proposed resolutions presented in this general meeting regarding the agenda items. To facilitate the voting, we'd request the shareholders who are attending here in Palacio Euskalduna, who wish to minute their abstention or contrary vote to the resolutions, to go at the end of the session up to the notary's desk here in the room. As to those shareholders who are attending remotely who wish to exercise their voting rights and haven't yet done so, I can remind you now that, as announced in the prior meeting and in the instructions on the bank's website regarding this general meeting, you can vote on the proposed resolutions in the agenda items in the section Voting in your remote attendance portal until the meeting panel declares the meeting adjourned.
Taking into account the votes issued directly and those issued by proxy, we can say that we have all proposed resolutions validly approved with the following provisional majorities: Item 1 of the agenda with a percentage of 96.04% in favor, and Item 2 with a majority of 97.07%. So at the end of the general meeting, we'll give the notary the outcome of the votes counted which have come in from remote voting and proxy voting, and they'll be added to those already issued and will be duly minuted. Shareholders, before concluding this general meeting, I'd like to thank you for your decisive support in this capital issue, which is necessary in order to put out our offer to Banco Sabadell shareholders with record levels of participation: 96% votes in favor of our resolutions. Today, we're taking a great leap forward in making European banking more attractive.
We fully trust in the success of this operation, which is good for Spain and good for its SMEs. Bringing together BBVA and Sabadell, we will have a stronger, more profitable entity, which is good for households and businesses in their future projects. Thank you for your support. Without any more business coming up, we'd like to adjourn this meeting. Many thanks.