Good afternoon, ladies and gentlemen. On behalf of the members of the Board of Directors and in my own personal capacity, I welcome you once again to this annual shareholders meeting, and thank you for joining us, whether in person or remotely. When I give my speech later, I hope you don't mind my switching to Spanish, because this meeting is being broadcast online and there are many shareholders attending who are not from Catalonia. Good afternoon, ladies and gentlemen. On behalf of the members of the Board of Directors and in my personal capacity, I welcome you to this meeting, and thank you for joining us, whether in person or remotely.
First, I would like to express my satisfaction at the fact that we can hold this meeting at all knowing that Banco Sabadell can stand alone and continue its work. It's also a very special date for the bank. We're celebrating our 145th anniversary this year from the time the bank was founded. Over the course of today's meeting, we will provide a detailed overview of how the bank is doing, last year's most noteworthy development, and it wasn't an easy year, and the bank's vision for the future. Our Chief Executive Officer, César González-Bueno, will weigh in on his take on the 2025 financial year and the results achieved by the bank and its group.
After that, we will put the various motions on the agenda to a vote. Y ou received the motions a few weeks ago, along with the call for this meeting. Lastly, Mr. Marc Armengol, the bank's new Chief Executive Officer, once he has been voted in by the shareholders, will also share some remarks. Before we proceed, as per legal requirements, the Secretary of the Board will report on the number of shareholders present and represented and the quorum status for legally constituting this meeting. Mr. Roca, you have the floor.
Ladies and gentlemen, Chairman, as you know, the Board of Directors convened this annual shareholder meeting. The announcement was published in the CNMV website, as well as the bank's own website, Diari de Sabadell, La Vanguardia, and El País newspapers, as well as the Register of Companies. The necessary mechanisms were put into place for remote participation and remote proxies. That said, we have to point out to remote participants that they can vote until voting begins here on-site. They can vote until voting begins here. The following quorum status is the following: 82,000 and 3,594,000 and 203 shares, which is a quorum of 71.345% of shares represented here, and it's the highest quorum we've had in recent years.
For any shareholders who want to request the floor, there is a desk where they can register, and we will give them the floor when the time comes. Without further ado, I will point out that any questions sent in remotely will receive a written reply within 7 days. Without further ado, Mr. Chairman, we can now proceed.
The meeting is hereby validly constituted. The Notary Public.
Thank you very much. As per the regulations of the Register of Companies, I would like to ask whether there are any objections as to the reported number of shareholders present, the capital present, and the conditions for this meeting. The Secretary will give us the final figures at the appropriate time, and you will be able to share your reservations. If there are no reservations to be shared, I thank you for your attention and give the floor back to the Chairman.
Thank you very much, dear Notary. Having verified that we have the necessary quorum, the meeting is declared officially open. Dear shareholders, as you all know, 2025 was a very significant year for the bank for many reasons. The main one, of course, was the outcome of the takeover bid launched by BBVA on the 9th of May, 2024. The Board of Directors believed from the outset that the offer significantly undervalued the bank and just did not justify losing our strategic autonomy or compromising our customer relationship model. You clearly shared this view since you rejected the offer by a large majority. The acceptance rate was only 25.47% of voting rights. I would like to convey my gratitude and that of the Board of Directors for the trust you have placed in us.
We also thank you for your trust in the management team and everyone who's part of the organization. I have to tell you that your decision motivates us even further, if that were even possible, to work even harder for the benefit of our shareholders, customers, and employees. In addition to the rejection of the takeover bid, there are several other significant milestones from last year, which you will remember, of course. For instance, we amended the articles of association, bringing the company back to Sabadell. We presented the new strategic plan for 2025, 2027, and we agreed to sell TSB to Banco Santander, and the operation was finalized on April 30th this year, as a result of which we'll be able to distribute a special dividend of EUR 0.50 gross per share on the 29th of May.
We will have implemented all of the agreements approved by the shareholders, all the resolutions approved by the shareholders at our special meeting held in August last year. All of this combined with continued strong performance in 2025 means that our bank is one of the most solid institutions in the financial system of Spain and one of the best positions to lead the transformation of the banking industry. The CEO will be providing a detailed overview of the bank's results and key milestones for 2025. These results are particularly noteworthy considering that 2025 was marked by complex and uncertain international events, which, as you well know, is something that's been further exacerbated in 2026 due to the conflict in the Middle East.
In addition to the business pressures we experienced in the last months of 2025 because of the takeover bid and which have carried over to the first months of this year. Despite geopolitical and trade tensions, the global economy has continued to perform strongly in 2025. It grew by 3.4%, driven primarily by robust investment and trade linked to the development of artificial intelligence. Furthermore, global growth was bolstered by cuts in official interest rates set by major central banks amid reduced concerns about inflation at the time, of course. The European Central Bank lowered its marginal lending facility rate from 3% to 2%. Spain once again stood out in 2025 for its strong performance. Economic activity showed robust growth, outpacing the Eurozone once again and exceeding initial forecasts.
GDP grew by 2.4% annually, driven mainly by consumer spending and investment. The labor market also showed the impact of this. Unemployment fell below 10% for the first time since 2008. That was the year of the crisis. It's a particularly significant milestone since that threshold had only managed to go below that threshold 3 times in the past 40 years. The number of people in employment reached a record high. There was also a significant increase in government revenue and tax burden, which reached historic highs. As a result, the deficit stood at 2.4% of GDP. Several rating agencies upgraded the public debt rating for Spain, which kept the risk premium at low levels. Consequently, the prospects for 2026 were positive until the Middle East conflict flared up.
At present, it is hard to estimate how long it will last and what its impact will be. So far, the various agencies have just slightly trimmed their base case forecasts. That notwithstanding, the risks are skewed to the downside and could increase in the event of a protracted blockade of the Strait of Hormuz or due to other related actions. Spain's banking sector is in a strong position at this time. In the last few years, key metrics have been strengthened, and the sector continues to stand out in terms of its profitability and liquidity with significant progress in the entire Spanish banking system. This positive trend has been driven largely by vigorous lending activity, improved risk management, and prudent provisioning and capital policies in recent years.
In fact, in 2025, private sector loans grew by 4.4% year-on-year, excluding non-performing loans, after more than 15 years of stagnation or decline. This growth was underpinned both by supply-side factors, such as falling interest rates, and demand-side factors, greater investment needs, plus a notable improvement in household and corporate balance sheets. The global outlook has become much more uncertain. Escalating geopolitical risks led banking supervisors to ramp up their scrutiny of this area. Banks have stepped up assessment and management of these risks, weaving them into every cross-cutting aspect of their risk management framework for sectors and companies that could potentially be affected. The board is keeping close tabs on these risks, drawing on the methodological expertise developed by our risk teams during previous crises.
As a result, we can conclude that the bank is highly resilient and well-placed to withstand potential geopolitical shocks while continuing to support the economy. 2025 was also a year of meaningful regulatory developments. European authorities began to recognize the need for a simplification agenda that, while maintaining the soundness of the system, aimed at reducing administrative burdens and improving harmonization between countries to boost lending and increase the competitiveness of European banks on the international stage. We're confident that this process will move forward and lead to a closer-knit banking union, thereby strengthening Europe's strategic independence. In the current landscape, technical, technological transformation is the cornerstone of change. Although digitalization and artificial intelligence continue to improve efficiency and analytical capacity, they require responsibility, sustained investment, and meticulous risk management addressing the risks that arise therefrom.
Against this general backdrop, Banco Sabadell closed 2025 with a net profit of, as you know, EUR 1.775 billion and an ROTE of 14.3, 14.3%. It generated 196 basis points of capital and achieved a fully loaded CET1 ratio of 13.11% after distributing surplus capital and the share buybacks. All of this is in line with the objectives that we had set out. This strong performance resulted in a 79% surge in share prices in 2025. Looking ahead, Banco Sabadell shares also present upside potential according to analysts who are tracking the stocks and have set its target price well above the current level. In this regard, the multiples at which Sabadell is trading suggest that the bank is currently undervalued in comparison to its competitors and should be trading higher.
The results enabled us to distribute two cash dividends in 2025, each to the tune of EUR 0.07 per share. These were paid on the 29th of August and the 29th of December of last year. The bank launched a new share buyback program for 2026 to the tune of EUR 435 million. This began on February 9th and corresponds to the surplus capital above 13% from last year after discounting dividends. This will be supplemented by a second share buyback program of EUR 365 million to be funded from 2025 earnings. This second program will commence once the first program has been completed and after this meeting concludes. During this meeting, you will be asked to approve the results and their allocation, as well as a capital reduction through the cancellation of the repurchased shares.
In our view, buying back shares is a good way to remunerate our shareholders in the current circumstances, since it represents an opportunity to harness the share's upside potential and is both fiscally and financially efficient, especially this year when shareholders are set to receive the special dividend from the sale of TSB. As a result, Banco Sabadell's total shareholder remuneration for 2025 was close to 9% of its market capitalization, whereas that of Spanish domestic banks was 6%. Furthermore, as I mentioned earlier, following the completion of the sale of TSB, as I mentioned a moment ago, after the completion of the sale of TSB to Banco Santander.
On the 30th of April, the foreseen cash dividend will be paid out, and this will be EUR 0.50 gross per share, which will be paid on the 29th of this month, May. Turning now to corporate governance. There were several changes in the Board of Directors in 2025. María Gloria Hernández García and Margarita Salvans Puigbò joined the Board. Laura González Molero, Alicia Reyes Revuelta, and David Martínez Guzmán stepped down. The appointment of Marc Armengol as Chief Executive Officer is being put forward for approval at this meeting. He was nominated by the Board of Directors for the position of CEO on the basis of his extensive knowledge of the banking sector in general and its technological and organizational aspects in particular.
Especially within the Banco Sabadell Group itself, where he has held various senior positions across different regions for about the last 25 years. Marc was serving as CEO of TSB Bank until now. He will replace César González-Bueno, whose time at the bank ends today. Over the last five years, César has overseen a far-reaching transformation of the bank and delivered outstanding leadership. He has achieved excellent levels of profitability and solvency. As a result, we've seen a sharp uptick in the share price. On behalf of the Board of Directors and in my own personal capacity, I would yet again like to congratulate him and thank him. Thank you, César, for having steered Banco Sabadell with a combination of ambition and sound judgment to the pinnacle of its history.
Particular thanks for your leadership during the attempted takeover. The appointment of Carlos Ventura Santamans as an executive director is also being submitted to shareholders for approval at this meeting. Carlos's extensive professional experience and proven strategic judgment will enhance the board's business perspective. Rounding off the proposed appointments are the motions to reappoint Lluís Deulofeu Fuguet, Pedro Fontana García, and George Donald Johnston III as independent directors. The bank has also reasserted its commitment to complying with all the applicable recommendations of the CNMV's Code of Good Governance. We wish to underscore that we're continuing to comply with Recommendation 15, which refers to the number of women directors. The current makeup of the board indeed meets the 40% established target laid out in the Code of Good Governance, the CNMV's Code of Good Governance.
There has been a notable increase to 35% in the number of women currently in management positions at the bank. In terms of corporate governance, an additional matter is being submitted to shareholders for approval at this meeting. This is the proposal to approve the director remuneration policy, as well as the consultative vote on the annual report on director remuneration. Banco Sabadell continues to make progress towards its sustainable goals laid out in its sustainable commitment. The framework established for 2021 to 2025 was very successful, driving over EUR 76 billion in sustainable business, 17% above the bank's target. Progress has been made in decarbonization pathways with specific targets in 11 emission-intensive sectors.
These figures bear witness to Banco Sabadell's ongoing commitment to society, its customers, and the market to fully embed ESG values across all its practices and relationships, both now and in the future. This commitment will be upheld in the new Sabadell Sustainable Commitment 2030 approved in April. This sets out 20 new goals designed to drive real transformative change towards a more sustainable future for all of our members of society. This has resulted in a number of accolades. For example, the bank continues to be included in the Dow Jones Sustainability World Index and was also ranked among the world's best companies in sustainable growth 2026, according to Time and Statista. I'll mention the other items on the agenda.
The secretary will read those out later for approval, but these are standard items that appear on all of our annual shareholders' meeting agendas. This year marks the 145th anniversary of the bank's founding, as I mentioned earlier. It also represents the start of a new chapter. The bank has made it this far because it's been able, time and time again, to adapt various economic cycles, changes in the environment and to overcome these, especially technological and social societal changes. It's overcome numerous changes, rather challenges along the way. Since its founding, Banco Sabadell has implemented a business model that combines a unique customer-centric culture with sound business values. The bank's DNA is epitomized by its non-conformity, innovation, forward-thinking, and ability to adapt quickly and constantly.
In recent years, these values have been further solidified through agreements with key technology providers and strategic partnerships with international partners like Zurich and Amundi. This has allowed us to enhance the range of products we offer our customers and to drive business growth and profitability. All of this is in keeping with our business culture, which is our competitive advantage. It's our goodwill, which is difficult to replicate, but that allows us to face the challenges of the future with confidence and ambition. Today, the bank is embarking on a new chapter with a new CEO at its helm. Marc Armengol brings leadership and extensive experience at the bank and in the international group.
As this new era unfolds, the challenges of adapting to new technologies will open up new opportunities, as well as bringing new challenges and new cybersecurity requirements. Artificial intelligence brings a paradigm shift whose consequences are as yet unknown. Those businesses that are able to lock in successful solutions to both operating processes and customer relations, that can use this tool, will be the ones to gain the necessary competitive edge in their respective sectors. These technological changes also bring about new security risks, and mitigating them is a key priority for the entire financial world and, of course, for our board. Marc will be supported by a team of dedicated professionals who have proven their ability to perform magnificently while navigating complex conditions and turbulent waters. The challenges that lie ahead will be no less formidable.
Transforming the bank, achieving satisfactory results for our shareholders, and being Spain's best bank for businesses are our goals. Banco Sabadell today is Spain's fourth-largest banking group. It is profitable, solvent, and well-established within the financial system. It has become a key player in bringing about economic and financial cohesion and structure across the country as a whole. It will steadfastly continue to meet the profitability targets laid down in the strategic plan presented by the CEO for this year. It will focus on sustainable competitiveness going forward, which calls for a culture of service, proximity, and technology, effectively using technology. We're lucky to have a young, highly skilled management team to confidently lead the bank to new and challenging goals, and I would personally like to express my trust and appreciation to them for their work last year.
I would like to conclude by reiterating my gratitude to you, our shareholders, for the trust you have placed in me and in the bank over the last few years, which I hope I will continue to merit. Thank you very much.
Thank you very much, Chairman. Good afternoon, ladies and gentlemen, shareholders. Today is a special day for me. It's my last shareholders meeting as CEO of Banco Sabadell. It's been a true honor. Before we review the year's figures, I would like to share with you my general perspective on the strategy we implemented over the last few years, the strategy that transformed the bank's financial results. Today, Banco Sabadell is a profitable, solvent bank that is well-regarded by the market, and most importantly, it's a bank with a glowing future ahead of it. The growth strategy we pursued in recent years has been clearly proved successful and has brought about a structural transformation of the bank.
After I was appointed, we launched a new strategic plan which set different priorities for each business with a clear common objective, which was to improve profitability. I would like to pay tribute to my predecessor, Jaume Guardiola, for the legacy he left behind, a sound bank with an excellent franchise that we could use to build on. What have we achieved since 2021? Well, we implemented our strategy quickly and decisively. The bank has changed visibly. Let me briefly outline how the bank's various businesses have changed. In 2021, retail banking was not profitable, and it was lagging behind in digitalization. We needed a radical transformation to increase revenue, cut costs, and close the digital gap with our competition.
Today, retail banking is a profitable business that is much more convenient for our customers and better serves their needs. We have direct banking capabilities, but we operate on a superior model of personalized expert support through specialist relationship managers. Turning to business banking, we've always been a well-regarded and robust business banking franchise. That was in our DNA. There was one key issue that we had to tackle, which was risk management. Today, we have even further strengthened our value proposition, and we're experiencing healthy, directed growth. The franchise is more specialized, has more managers, offers better products and services, and at the same time, we've tremendously improved our processes and risk models. New loans are originated with a much better risk profile, and so the health of our loan book is improving and will continue to improve.
Corporate and investment banking was a profitable business in 2021, but it was small. The aim was to expand while managing capital properly. To this end, our strategy emphasized micromanagement of profitability on an individual customer basis that was driven by RAROC, the risk-adjusted return on capital. Nowadays, corporate banking has gained prominence within the group, grown to 1.5 times its original size through optimal RAROC-driven capital management. In 2023, we launched a new model that profoundly redefined the value proposition. We now have a much improved model with more managers, an improved product range, better services, and upgraded technology. Assets under management are growing strongly year after year. As you see then, implementing our strategy transformed all of the bank's businesses and its financial performance as well.
Net profit went from EUR 2 million in 2020 to EUR 1.775 billion in 2025. This is a huge leap in profitability. ROTE surged from 0% to 14.3%. We expect profitability to continue improving. Our capital ratio stood at 12.02%. It now stands at 13.65% prior to distribution of surplus capital. In 2020, some of the market had doubts regarding our capital strength. There are no such doubts today. We're a sound bank, a robust one with excellent capital-generating capacity. Our improvement in terms of cost of risk was spectacular, from 116 basis points to just 31. That was something else the market was closely tracking. Our cost of risk was considerably higher than that of our competition. Now we have a good risk profile.
The market recognized our dramatic turnaround between the end of 2020 and the end of 2025. Our share price, adjusted for dividends, increased by a factor of 12.3. Ladies and gentlemen, I will now turn to our results for 2025, which are a further testament to our excellent form. The main milestones of 2025 were the following: The bank once again achieved high profitability and delivered attractive returns to its shareholders. Our balance sheet displayed strong growth accompanied by a good risk profile, so we grew, but we grew in a healthy way. We also continued to maintain sound capital and liquidity levels. Added to this, we have the outstanding performance by all the group's businesses, and needless to say, we should add the sale of TSB, which was an excellent transaction.
It was a great year, but that's not the end of the story. Banco Sabadell is a solid project with a promising future. I'm in no doubt that its future is a bright one. I am stepping down now from my role at the bank, but I will remain linked to it as a shareholder for many years to come because this is a great bank, a great project. Focusing on results now, our net profit at the group level came in at EUR 1.775 million. That's 3.4% growth in like-for-like terms. In other words, excluding the positive extraordinary impacts from the previous year. As a result, net interest income fell by 3.7%, particularly due to lower interest rates. Net fees and commissions, meanwhile, were up by 2%, driven by greater activity in asset management and insurance.
Costs remained practically stable, they only edged up by 0.5%. This shows how very strict we were about managing expenditure. Lastly, provisions were lower, 23.5% lower in 2025 compared to the previous year, thanks to our positive trend in asset quality. Our ROTE was 14.3%. That is solid profitability that is set to continue rising. Shareholder remuneration, meanwhile, combining cash dividends and share buybacks, amounted to EUR 1.5 billion. That's 9% of our market cap at December 31st, which is the highest return of any listed Spanish bank. Our balance sheet also expanded notably. Lending was up by 2.4% compared to 2024. It would be 4.6% at constant exchange rates. In Spain, our core market, we posted growth of 5.2%, with increases across all of the main products and segments.
In our international business, Mexico and Miami and foreign branches, our lending increased by 6.2%. At constant exchange rates, that growth would have been 14.7%. Lending fell at TSB, however, by 5.3%, but it was almost flat compared to the previous year at constant exchange rates. Customer funds, meanwhile, grew by 4.3%, 5.5 at constant exchange rates. On-balance sheet assets rose by 1.6%. Off-balance sheet assets grew by 14%, where we particularly highlight our growth in mutual funds. As for balance sheet quality, our NPL ratio, coverage ratio, and cost of risk have all improved. In other words, our bank has continued to improve its risk profile for yet another year. Our NPL ratio reached 2.37%, down from 2.84% in 2024.
Total provisions over Stage 3, i.e., the level of coverage of non-performing loans, improved to 64% from 62% in 2024. Our total cost of risk improved to 31 basis points. That's 11 less than in 2024. The bank is clearly logging strong and healthy growth. The bank's capital and liquidity position is robust. In 2025, the fully loaded CET1 ratio was 13.11% after distributing surplus capital. Prior to that distribution, the ratio stood at 13.65%. Capital generation for the year reached 196 basis points before the dividend was accrued. The bank clearly evidences a strong ability to generate capital organically and sustainably. Furthermore, we have a more than ample capital buffer of 390 basis points above the MDA, which is the minimum regulatory requirement.
As for liquidity, the Liquidity Coverage Ratio, that's the short-term Liquidity Coverage Ratio, reached 186%, which is well in excess of the minimum requirement of 100%. Meanwhile, our loan-to-deposit ratio , LTD, remained under 11%, specifically at 93.5%. Whenever that ratio is less than 100%, it shows that a bank is able to finance all of its lending with customer deposits, and therefore has surplus liquidity. I will now briefly outline the performance of the group's different business units. In Spain, which is our core market, performance was impressive across all businesses, business banking, retail banking, and corporate banking. New lending to SMEs and larger companies amounted to EUR 53.618 billion, almost in line with the previous year. Lending is strong, enabling the loan book to grow at a good pace.
Means of payment. Card turnover increased by 6% year-on-year to over EUR 26.6 billion. We also processed nearly EUR 58 billion through retailers' point-of-sale terminals in Spain. That's a 2% increase compared to the previous year. New mortgage lending rose by 17% to over EUR 6.7 billion, new consumer lending grew by 16%. We also highlight 13% growth in assets under management in private banking, a total of EUR 73.775 billion. International businesses, on the other hand, are steadily growing their contribution to the group. Banco Sabadell Mexico reported a 13% increase in profit to EUR 64 million. The Miami branch recorded a 12% increase in revenue, the other foreign branches increased their lending by 10% while asset quality remained high. TSB also increased its contribution to the group. It contributed EUR 318 million.
That's the highest figure since it was bought. It's a 26% increase on the previous year, ROTE rose to 15.3%. As you know, the sale of TSB has now been closed, it will yield an extraordinary dividend of EUR 0.50 per share. It was an excellent operation, a model operation, I dare to say. It makes strategic sense, it's good for the bank, it's good for you, our shareholders. The extraordinary dividend, as you know, will be paid out on May 29th. Ladies and gentlemen, as I've been saying, Banco Sabadell is in fine fettle. It's a solid project with a promising future. This future is structured across three key pillars. First, a focus on Spain, a stable and predictable economy. Now that we've completed the sale of TSB, our project will clearly focus on our domestic market.
The second pillar is a strong emphasis on growth. Following its transformation, Banco Sabadell is now better positioned to grow and to do so prudently. In other words, while preserving both its risk quality and its profitability. The third element, the third pillar, is remuneration to shareholders. We have a strong capacity to generate capital and are firmly committed to distributing it to our shareholders. I just want to underscore this particular point, the value that our bank has generated for its shareholders. I've touched on it various times during my speech, and I'd like to underscore it before I close. We've seen a significant appreciation in the share price and attractive remuneration for shareholders. We've seen a 12.3-fold increase in the share price between late 2020 and up to the end of 2025.
Banco Sabadell was the top performer in the IBEX and among European banks. In terms of dividends, total shareholder remuneration in 2025 amounted to EUR 1.5 billion. This represents 9% of our market capitalization as at the 31st of December and is the highest return of any listed Spanish bank. It's also worth noting, as you know, that an extraordinary dividend of EUR 0.50 per share will be paid out on May 29th. That's a truly staggering figure. Ladies and gentlemen, I'm drawing to a conclusion. Today heralds the start of a new chapter for Banco Sabadell. It's a chapter that, with your approval, will be led by Marc Armengol as CEO. Marc, you are the ideal person to lead the bank in the upcoming years. You're an excellent leader, a seasoned leader with proven experience.
We saw this from your recent performance at the helm of TSB. You brought together teams, regulatory bodies, management teams, and your leadership was truly excellent. You also combine a strategic vision and profound technological and commercial expertise, and most importantly, you're incredibly talented. Marc, I'm certain that we will see great success with you at the helm of this bank, you and this excellent team I see here, and I'm truly excited about this. I therefore wish you every success as you move forward in steering the bank towards the future. Marc's arrival means that the former CEO must move on, which means this is also a very moving moment for me. These were five intense and demanding years. They were often challenging, but it's been great to work with the entire board and the chairman.
These have been five years packed with passionate moments, and we've overcome great challenges. In the last five years, we've achieved goals that have made us incredibly proud, and I'd like to extend my sincerest thanks to you, shareholders, for your trust and for supporting the continuity of this century-old project in the face of the takeover bid from BBVA at this crucial moment. Thank you to you all. You've been exceptional companions on this journey, and I will always treasure these memories, and I wish to thank you for all of the support over these five years. I think I will wrap up with those remarks.
Let's now move on with the agenda. I know we've got strong emotions right now, but Secretary, could you please update us on the quorum?
Well, I'm also quite moved. I'd like to say that the definitive quorum is 71.62%, the highest quorum we've had in recent years during the holding of our Annual Shareholders Meeting. I'd now like to turn to the Q&A. I indicate that the list of speakers has been received. For those of you who sent in questions online, we'll be sending our responses within seven days in writing. I would like to ask all of the people requesting to take the floor that they do so while keeping their remarks brief. Please keep your remarks to three to four minutes each. With no further ado, we'll now move to Ms. María Jesús Plaza Vicente, who has the floor. María Jesús Plaza Vicente.
Thank you. Ladies and gentlemen, shareholders, members of the board, chairman, I'm Chus Plaza, and I'm speaking on behalf of our trade union, Comisiones Obreras, the leading trade union of Banco Sabadell. Here, we're speaking on behalf of the staff, but also as shareholders, over 2 million shares held by fellow colleagues from the bank who've made us their proxies to represent them here at this AGM. We've seen historic results, and we're very proud of those. There's also a shareholder payment plan, which we welcome. However, we must also ensure that we have fair treatment of our staff, which makes these results possible. We're calling for a clear change in management of human resources. We need to have a more advanced, modern approach to our work. We need to not confuse our clients.
We need to not generate frustration among our staff. Our business environment can't just be about having more and more work piled on us. We can't have pressure brought to bear by some managers who, rather than improving outcomes, end up wearing down our staff and burning us out and giving rise to a decrease in motivation. As a result, our trade union has sent out a survey to everyone in the financial sector to keep records of this situation. Your staff is not just one cog in the wheel. We're the driver of our success. We also need to bring an end to top-down decisions. For far too long, the staff has had to bear the brunt of arbitrary decisions. For example, professional development must be based on transparent, clear, accessible criteria that everyone can access.
For years, our trade union has been calling for increased wages and better management of talent here at the bank. That's the only way that we'll be able to ensure that we have something that every organization desires, feeling proud to be part of it. We've had great management models, but we can't just have internal surveys and grandstanding. We can't have data manipulated if we're not seeing better working conditions, recognition of talent, or fair pay for fair work. In other words, we're seeing the wool being pulled over our eyes. Our union calls for the role of women here at all levels of Banco Sabadell. We're currently negotiating the new gender equality plan at the bank, and we've spent years negotiating this. We've had various gender equality plans.
We've seen progress, but we're far from achieving our aims. 54% of the staff are women, however. Yes, we do meet the legal minimum requirements on gender equality and the recommendations of the board. We're seeing some small shifts in women in leadership roles. Let's be honest, it's 2026. In your own words, I think things could be improved. Banco Sabadell can't stand on the sidelines. 54% of our staff are women. We need to see that reflected in our governing bodies, in our board, in all of the business units. We firmly call for these shifts and that these be laid out in the new gender equality plan. More equality, elimination of the gender wage gap, fair pay for the same work.
Working at this bank should be something that brings personal joy, as was the case in the past when people were proud to work here. Now we're seeing how many new staff members are seeing significant turnover, moving to other businesses quickly. That's because they're seeing other companies are the leaders in this field. Happy workers build great businesses. We've seen many examples of companies that saw better outcomes, better results when they treated their staff as a strategic asset, especially when they built based on respect, trust, and joint responsibility, empowering their staff, having appropriate benefits for their staff. We've been calling for this for years, but we're always hearing that there's never any resources for this. You know better than anyone, when people feel that they are valued for their work.
When there's stability in their jobs, that makes them feel calm, and that gives rise to commitment, which gives rise to loyalty, which boosts performance and yield. As you know, that means we have better results for the bank. Shareholders, there's no doubt better results would be a win-win for all of us. One of the things that we're voting on today is tied to non-financial information, and we cannot support that. The non-variable remuneration, the report on remuneration, the re-election of the auditing company, and other points. We cannot support these items when there is no true balance and no true recognition of staff rights today. That simply doesn't exist. It's not just about words. These words need to actually be reflected in actions.
I'd also like to mention the change in leadership, the new CEO, Mr. César González-Bueno. Although we have not always agreed on in our negotiations, and that's legitimate, of course, we do want to recognize your work in ensuring the survival of this bank in these very challenging times, and we wish you every success. Mr. Armengol, we know you well, and you're coming to the helm of the bank at a very crucial moment to ensure our future success. We hope that there is a constructive relationship with the staff. Comisiones Obreras, our trade union, stands ready to enter into dialogue and to ensure that the bank has a robust future. That will only be possible when that future is built on respect, stability, and fair working conditions.
We will be voting in favor of your appointment. The staff has been committed to our work, even in very challenging times. Let us hope that Banco Sabadell is first and foremost a great place for us all to work. Thank you very much.
Laura García García has the floor.
Good afternoon, everybody. My name is Laura García, and I work for Banco Sabadell, and I represent the UGT Trade Union. In addition to greeting the chairman, the CEO, the directors, the shareholders, and my fellow workers, those including both those who are present and those who are following us via streaming, we would like to say goodbye to César González-Bueno and welcome Marc Armengol, our new CEO. We wish you a great start at work, and we hope that your joining will announce really good things for all of our staff. UGT has a very clear goal here today. We want to convey to the companies or to the bank's management, as we have done in the past, what the current feelings are of Banco Sabadell's employees.
We want a commitment from the bank right here and now to address the situation. We want you to put an end to constant exhaustion of your staff. Do not forget that your staff saved you from the hostile takeover bid launched by BBVA. The reason you remain in place is thanks to us. You look surprised. I don't know why. You know what things are like for people who are employed at the bank. Don't pretend you don't. If there was a working climate survey, a real one to be held today, rather than the kinds of surveys that you hold yourselves, the response would be unanimous. We feel abandoned. We feel undervalued. We don't have enough material resources. We keep closing branches. We keep outsourcing services.
We are still overburdened and we have far too much of a workload. We get no compensation for lost vacations. There is no compensation for multiple of roles, although we've been asking that for a long time. Whatever we request in that regard is always met with the answer, there's no money for it. Looking at the figures for recent years, that's very hard to believe. In terms of how little we're valued, we're really tired of finding that demands are always there, but there is no acceptance of our requests, of the requests in our very long list of demands. Many people in the group don't have access to variable pay. We have people working in anti-money laundering or the pools who don't get that kind of variable pay.
Some people have been stuck for many years. The career development is not transparent. Speaking of transparency, we want a clear collective exit plan that is negotiated so that everyone who wants to leave the bank can apply to do so, rather than have you select people with no clear criteria that should be known to both unions and all employees. There's also increasing psychological pressure being brought to bear, you know, with all sorts of statements and meetings where names are given and there's also pressure to market, particularly to market insurance and get new clients. We are going to have to attain those unattainable objectives that you have set once again. We at UGT continue to ask you to reward your employees with variable pay. You continue to refuse to do so.
We continue to demand compensation for the improvements that are achieved. You only do it when you're required to by the collective agreement. We could go on and on with our endless list of demands. Your answer to those is always no. You're trying to wear us down, but we've been struggling for 183 years, so please don't forget this. The reason you're still sitting here today is thanks to us employees. Just a few weeks ago, the annual evaluation of employees arrived like a tsunami. Many people feel unfairly treated in their evaluations, in their performance assessments. Why? Because of the bell curve. We have to say we didn't see this one coming, but watch what you're hoping for. Do you really, really want to have mediocre staff?
UGT wants to remind you that you've had an extraordinary class of people who were very committed and responsible, which led them to work harder than they should have, taking on far more than they were supposed to, all in support of the bank. As a result of which, the bank has obtained results never attained before. Watch out, because there won't be anyone to take over from them. You may have won a workplace award, the fact is that new arrivals don't want to stay with the bank. That is because of low pay. You're even finding it difficult to cover positions internally because you expect us to do it all and to do it for free. UGT demands that you listen to your staff and change your values.
Can't you tell we just can't take it anymore? Can't you see how many people are on sick leave as a result? Don't you think we deserve to be paid according to our commitment and our hard work? We've been asking for shared responsibility and for changes from you for many years. You've run out of time. You've run out of excuses. If you don't accept this fact, we will do whatever is appropriate. Please don't complain that you were not warned. We're willing to do anything, and we mean anything. Once again, I remind you, the reason you're sitting here today is thanks to us. We save you. You've already forgotten it. Thank you for your attention, and I want this to be recorded in the minutes.
Isn't the microphone working? Thank you very much for your contributions. The fact is that the bank's relationship with its trade unions is a lot better than these two contributions might appear to show. The fact is that we all agree that the staff is what really drives the bank. We're really grateful, we're much more aligned than might appear from the statements made here. I'm going to reply to each point raised in a balanced and objective manner. Regarding the demands on commercial pressure and workload, we've been meeting with all of the work centers at each territorial level in order to identify, together with those working here, the remaining challenges regarding workload and in order to define specific plans. Regarding transparency for career development, we're actually quite proud of the progress achieved.
We have a structured model for decision-making regarding development and promotion, which is based on promoting talent. There are committees to assess people, and these committees make it harder for decisions to be individual ones, so they make up for individual biases. Group decisions are based on merit. There is cross-checking of criteria. Performance and potential are considered and comparability between profiles on the same level. We have internal rules, and we have published guidelines that bank employees are aware of. The early retirement or pre-retirement plan is published, and it's implemented on a completely voluntary basis, and there is a good combination of interest for the bank and for those who want to retire early. Regarding legal requirements, our relationship with union representatives are suitable. They're equitable.
We are always willing to listen to unions when they seek to improve working conditions. As I said at the outset, our relationship is much more cooperative and balanced than it might seem from what the statements that have been made. Regarding the wages plan, the remuneration plan, we have an RLPT or TP. This is the equal pay plan for 2026, 2029. It's been drawn up, and it should be adopted at some point this year, right, Sonia? Currently, we're at the prior diagnosis stage. We're compiling quantitative and qualitative data on staff, on hiring practices, promotion, work-life balance, and the like, and we're also compiling the list of equal value positions that are the basis for the pay audit. We're also working to implement the EU Pay Transparency Directive, although it hasn't yet been transposed.
The gross pay gap in Spain is still high, but it's been continually decreased. 13.81 is the median, and 21.1% is the average, which are both below the thresholds set, the ceilings set by current Spanish legislation. In addition to that, Spain we have an adjusted model that can isolate factors other than gender, such as age and others. In 2025, the gap was actually much lower, 4.22% on average and 2.28% for a median. All of this shows the bank's commitment to equal pay and to an impartial pay policy or gender impartial pay policy. I'd like to emphasize that unions and employers, trade unions and employers' unions, and consumer associations, and all sorts of stakeholders, but particularly trade unions, have all defended this bank's independence.
They have defended the permanence of Banco Sabadell against the takeover as confirmed subsequently by shareholders. We are truly grateful to all of you, and we believe that we can continue to move into the future in this climate of great mutual understanding, which is far greater than might appear from what has been said. Thank you very much.
I think that we've almost sorted out the mic issue. I think César has given us an excellent response to this. I would like to thank you, Chus, for your remarks and your tone. Of course, we'll take your remarks into consideration. I'll now move on to the next speaker. Silvia Fernández. Silvia Fernández, you have the floor.
Good afternoon, everyone. Chairman, members of the board, shareholders, I'm Silvia Fernández del Rincón, speaking on behalf of the CGBS T rade Union. I'll move into Spanish now. Speaking on behalf of shareholders who have made us proxies for their vote. We've seen significant and historic dividends and outcomes, financial results in recent years, but we've also seen real pressure that's harming our staff. We're seeing a real lack of leadership. Your 2026 strategy seems to be based on inertia, cuts, closing some 50 offices, and seeing some 300 senior employees leaving the staff, people that are highly experienced here. You're dismantling our physical network, which is our backbone, and it's being replaced by something digital. Our workloads are being deemed damaging to our health.
Digitalization isn't the threat, it is something that's not being managed well right now. We have over 2,000 employees over the age of 55. The bank is facing demographic challenges, and we need to have real negotiations around this. We need to have a clear plan so that we can bring in younger staff, cutting structural costs, and ensuring that people who built this bank have, can leave the bank on good footing. We also need to have appropriate technological resources so that we can be a global leader on the digital stage. Members of the board, the legal underpinning has changed. There's a law on prevention of workplace risks, and that's a real clear warning to you. There's technological fatigue. We need to assess psychosocial stress, just like physical stress.
There are campaigns that are exhausting, and it's not just stress. It's a real risk to our reputation. If our staff is exhausted, we can't provide high-quality service that our clients deserve. Banco Sabadell is strong today, thanks to the unshaking, unwavering commitments of its staff, especially in light of uncertainty at the corporate level. We're not seeing equal commitment on the other side. If you want to protect the value of your assets, you need to protect the people who make it up. Decrease commercial pressure. Ensure that we have an ambitious retirement plan. Our union calls for bringing an end to abusive pressure, ensuring that aims are in line with our actual staff, not with some theoretically infinite productivity levels. We need to have negotiation with the legal representatives of our workers.
We need to have social and economic benefits and agreements. We need to have an early retirement agreement. We need to have professional respect. Don't see staff as a cost to decrease. See staff as the driver of your dividends. This bank's sustainability isn't just based on today's return on an investment. It's based on the strength of your human capital, not just for today, but for tomorrow.
Thank you very much. I would like to tell the three union representatives who have spoken so far that many of the issues that you've brought up are also among the concerns that are being addressed by our human resources manager, and of course, they're something that a good CEO should address. César did so, and the board is keeping close tabs on this to ensure that we can have a real ongoing dialogue with you. That's normal. That's something we've done in the past, and it's something we'll continue to do moving forward, discussing all of these issues with our trade union representatives. We know that sometimes these things can give rise to tensions. Shareholders, of course, know that the bank's leadership in recent years has aimed to ensure competitive performance.
Our performance is slightly lower than that of our counterparts right now. Yes, there's also pressure at the level of our counterparts. Of course, we know that the future competitiveness of our bank depends on you, and the board is fully aware that the most important asset this bank has is its staff. Alejandro Nicolás Estubiski. Nicolás, Hernando Nicolás Estubiski.
[Non-English content ] Good afternoon. I speak on behalf of ADICAE, an association of users of banks and small shareholders and Banco Sabadell clients who have placed their vote in our hands to represent them. First and foremost, we welcome the shareholder retribution policy that has been announced, as well as the dividends in the share buyback program. That said, we believe it's important to always strike a balance between remuneration for shareholders and fair treatment of clients and financial users, which underpin our work. Beyond financial results, we'd like to turn to something that's especially important today in the banking sector, accessibility and quality in service provided to clients.
In recent years, digitalization of the banking sector has given rise to improvements in some services, but it's also given rise to real challenges for many citizens, especially for older people, vulnerable consumers, and those residing in small municipalities. Against this backdrop, it's worth noting that on various occasions, Banco Sabadell has defended its model, which is one of being close to clients and SMEs. If the bank wishes to maintain this model, we hope that this can be reflected in real concrete commitments to client relationships being actually present across the territory and in terms of our relationships with users. Another essential issue for thousands of users is the recent ruling of the Supreme Court, which confirmed that there's a ADICAE macro claim that was lodged against various banks due to a specific type of clause, floor clauses .
This recognizes the rights of affected consumers to see the unduly charged amounts returned to those consumers along with interests. There were some 14 years of court battles over this waged by ADICAE, and the collaboration of financial bodies will be essential to ensure effective compliance with the legal ruling. We'd like to ask you what measures Banco Sabadell is taking to ensure that this ruling is actually implemented. We'd also like to ask what initiatives the bank foresees to ensure sufficient in-person service and improved accessibility for users, especially for vulnerable users and older users. Finally, we'd like to recall that many small shareholders are also bank clients. The bank's commercial policies have a direct impact on our daily lives.
ADICAE will continue to call for a transparent, accessible banking model that is based on consumer rights. Thank you very much.
[Foreign language] First of all, the bank always ensures that we immediately comply with all legal rulings, and the one that you referred to applies to nearly all banking sector bodies, and we complied therewith immediately. In terms of aims to bolster accessibility and ensure that older individuals and vulnerable consumers can have access to the bank in 2021, we put in place a strategic protocol to bolster social commitment. This was supported by various associations, and the aim was to ensure access to financial services for older individuals. As part of this protocol, the bank put in place various measures, expanding in-person banking hours and ensuring personalized treatment. Phone customer support and adapting ATMs among various other measures.
I think the bank will continue to make progress in adapting its services via these channels to ensure that all clients can benefit from our services without any undue hindrances. I'll now give the floor to Ms. Maria Serra Olivella. If I may, I'd like to request that if we're aware of historic moments, you need not mention them at the beginning of your remarks.
[Non-English content] Good afternoon. My name is Maria Serra. I'm speaking on behalf of the Banca Armada campaign. We represent three shareholders who have given us proxies for over 49,000 shares. Once again, we denounce the relationship between this bank and the arms industry. For 20 years, we've been denouncing the role of banks such as this one that are contributing to the arms race in Europe and the whole world and help perpetuate conflict and rearmament. In the present context of rearming Europe, we have to point out that there is increasing unprecedented militarism and increasing arms trading. According to the Stockholm International Peace Research Institute, there's been a trade to the tune of $2.9 trillion in 2025. NATO accounts for a significant share of military spending in the world.
There was a 28% increase in 2025, well, the expectation is that there will be a budget increase of over 400%. Spain has increased its military spending. For the first time, it's amongst the top 15 countries in the world in terms of military spending. After this decision to rearm Europe to the tune of EUR 800 billion, we are convinced now that this is about increasing military spending at the expense of social spending. In this context, we want to point out that Banco Sabadell continues to be one of the top armed banks that contribute to fund the arms industry, although it's only number 9 now, so it has climbed down from earlier years. The center for financing of arms shows that Banco Sabadell has contributed a large amount to the arms industry in Spain.
EUR 43.93 million have been granted to Aernnova, which creates military aircraft, which builds military aircraft, and which will foreseeably benefit from European increases. They've also funded Escribano Mechanical & Engineering, which is a company that specialize in advanced specialized armament systems, which collaborates with an Israeli company that is becoming richer through the genocide in Gaza. All of this supported by BlackRock, which is well known to support the arms industry and also to speculate in the housing sector. All of this has terrible consequences. Arms spending doesn't just increase conflicts. It also increases militarism. All of the current wars show the increase in geopolitical tension. All of this is, you know, supporting such unethical companies as Escribano Mechanical & Engineering . You are number eight in Spain in terms of banking for arms.
What do you intend to do in the future? Will you continue, or will you take some steps? Will you have corporate social responsibility policies that can be audited by civil society and that tackle military spending? Will you continue to support the genocide, or will you continue to hide behind certain policies in order to continue as you are? Dear shareholders, many people are entrusting this bank with their savings, but many are probably unaware of how their money is being invested. We ask this bank to detach itself from any kind of industry that is feeding the war machine. We hope that this is the last time we have to come here to call out the way the bank is contributing. We hope we will continue to climb lower in the ranks of armed banks. Thank you.
I'll tell you, I have to tell you the same thing I tell you every year. Our bank strictly complies with. Spanish and international legislation regarding what is financed, we are not financing any controversial weapons. We implemented a restrictive policy regarding the defense industry, we haven't changed it. Regarding human rights and security, we also recognize the right of countries to defend themselves and to protect their own citizens. It's a crucial element, a pillar of democracy. States are entitled to possess and to finance whatever they need for that purpose. The world is very different now from what it was five years ago when you began to make this kind of speeches. We're all concerned, alarmed even, by the situation in the world. Bear in mind that the European Union is reinforcing its commitment to defense.
The European Investment Bank has a strategic focus which includes energy, digitization, but also European security. We're on top of all these changes in policies. We are not politicians, we're a bank, and that's what we do. We'll go on to the next question. Mr. Josep de Marfà.
Good afternoon. My name is Josep de Marfà. I am an apothecary and an economist. In just a couple of minutes, otherwise Mr. Roca will get angry at me. Number one, at the previous meeting, I asked for extra pay for bank staff because of all the extra work they had to do because of the takeover, but I thought the Board of Directors had taken that into account. Every employee was given 300 shares. If that is the case, I think the unions should have publicly acknowledged this fact and thanked the bank for it. Number two, speaking as an economist, but also as a shareholder, and a son and grandson and great-grandson of shareholders, I believe that the bank's growth has been amazing in these past five years.
I attend a lot of shareholder meetings, not just in our country, but also abroad, and people are talking a lot about the amazing success achieved by Banco Sabadell. I truly believe that this is thanks to the work of our still CEO, our incumbent CEO, we shouldn't just applaud what he says together with the Board of Directors , we have to applaud him. We have to have a round of applause for him and stand up, a standing ovation.
Next. Thank you, Mr. Josep de Marfà. Mr. Vicenç Garcia Soto.
Shareholders, directors, chairman, outgoing CEO, incoming CEO, good afternoon. My name is Vicenç Garcia. I speak on behalf of Intersindical Trade Union and members of our union who have given us my vote. We will be voting against items 8, 9, 12 and 13. 8 and 9 because they give you room for maneuver, they entail loss of value to the shareholder. You could have an extraordinary shareholder meeting if you need it. 9, 10 and 13 we will vote against because we feel that the top managers are paid at an excessive rate. We will abstain on independent directors because if the recommendation is 50%, we don't see why there's any need to have 70%.
2025 was a record year, not just in terms of earnings, but also in terms of discouragement among the staff, in terms of increased commercial pressure, a record year in terms of poor recognition of staff who didn't see a cent, whereas the top managers did get money. The bank always wins, as usual, and it maximizes its gains at any price, at any cost, even if essential parts of the machinery, including people, break. I mean, it's like all of these platforms for the gig economy. We're not just cogs on the wheel, we're people. We are part of the system, but we cannot be treated like machines that can be disposed of. The commercial pressure, no matter what has been stated here, is excessive.
There are unacceptable levels of pressure to sell. Finger-pointing practices have to come to an end. They're tools for control and fear-mongering. As to the new plan, you haven't taken into account all of the disaggregated figures for variable pay. Sorry, I added this recently to my notes. You say that your surveys show that there's a good climate in the bank, but these surveys are not reliable since responses affect the assessment of the person responding. Yes, we managed to stop the takeover bid, but what was the cost? We're a smaller bank having sold TSB. We have commitments to shareholders, we've kept to those, but we cannot ensure viability in the future if we're making employees pay for everything, and we can't keep pointing fingers.
I'd like to thank Mr. Marfà for proposing this extraordinary pay to the tune of 300 shares, but we question whether this is adequate compensation for the efforts made. As to reduced purchasing power, we have to say that the trade unions that sign collective bargaining agreements are also responsible for what is being signed together with the bank. They keep signing these agreements. We do not understand how easily other trade unions accept the mindset of the employers. At every negotiation, we have lost more rights, the weaknesses of this approach can be clearly shown. Despite EUR 1.7 billion in profits, not a single euro has been seen by the staff. There is clearly a conflict of interest between the company and its employees.
Negotiation can only be on an equal basis when it is on an equal basis. Are the other trade unions willing to tackle this? Shall we get on top of this approach as our fellow workers at CaixaBank have done? Intersindical is willing to clash if needed and to work together with the other unions towards this end.
Ms. Palmira Colom Córcoles.
Good afternoon, everyone. I'm Palmira Colom. I work at Banco Sabadell. I'm part of one of the centralized customer service teams providing support to SMEs, businesses, and self-employed individuals. I'm speaking on behalf of the ALTA Trade Union and shareholders who have also entrusted us to speak on their behalf. We have one clear aim, helping our customers to make the best financial decisions, creating long-term value for our shareholders, for our employees, and for society as a whole. To do so, we must draw on the true talent of our staff. Now, it's not our trade union that's saying this, it's you. Do you remember these words? These aren't our words, they're yours, and you're right. Let me quote you again, "Creating value, long-term value for our employees."
Long-term. I mean, it's so long-term that we haven't actually seen any of this materialize. We don't have a professional development plan because. If you're not basing decisions on merit, that's not professional. It's about nepotism. That doesn't create value. It destroys it. Banco Sabadell's staff are continuing to see unfair pressure daily, pressure, huge administrative responsibility, huge high targets we can never reach. Every single one of our actions is weighed and assessed. This isn't creating value. This is destroying it. Banco Sabadell's employees are suffering day in and day out due to a lack of resources, under-resourcing, which is flagrant. Ladies and gentlemen, when there are no resources, that means that there's no value placed in our workers. This prevents us from actually building value.
Most of the bank's employees have seen their wages frozen. That's because the additional component of their wages was used by the bank to substitute professional development. What are our staff going to think if our wages are still frozen year in and year out? That means that we're not bringing value to our staff. That means our staff are no longer valuing the bank. One thing is clear. You talk about generating long-term value, but today you're not talking about generating value. That's about tomorrow or sometime in the future, but that's a future we're never actually going to see appear for the staff. You're talking about long-term value, but it seems you're only talking about staff because you've always forgotten female workers. We're seeing a clear gender wage gap.
You've shared data. It's a 20% wage gap between men and women, 20%, EUR 14,454 difference in average minimum wage. It's not based on how long you've been working here or other bonuses you might have. It's based simply on cronyism and practices from an earlier age. Some 80% of the women here, working here, are getting paid at the lower levels of the wage scale. This gender wage gap is over 36% when we talk about these additional bonuses. That's already an 80% difference when we're talking about the variable component of our remuneration. You're right. When we're talking about this long-term approach that's never going to be here.
If we're only talking about male workers and forgetting the female workers that make up the staff here, by the way, 54% of the staff here are women, there's a problem. Now, picking up on what I said at the beginning of my comments, you've got this great rosy declaration of intentions. Let me read out what you said. To achieve this, we have the best talent, our staff. You're right. The best talent is the employees that make up this company. We demonstrate this day in and day out. Let's not lose sight of those other people who are working remotely from their homes, often alone, supported by their teams, managers from the various departments that make it possible for the bank to stay afloat. What's the bank doing with this talent?
Measuring, assessing, setting caps, and limiting the number of people who can be promoted to the highest wage levels. You're capping talent. Does it make any sense to have some 8,000 people who are capped at these lower levels and only 1,000 at the higher levels? Why aren't we paying people more? Why aren't we having more resources? Why aren't we ensuring more professional development?
If I could, I'd like to request that you wrap up your responses. Everybody else did stick to the time limits. Please do speak for the same amount of time as the other speakers. If you could please ensure that you stick to the time limits, I would appreciate that.
Yes, I'll be swift.
No, no, not swift. Please conclude.
Well, since we're talking about assessment, the bank's an assessment expert. Insurance, calls to clients to sell insurance, how many potential clients you've identified every day, how many you're going to be calling to sell insurance to tomorrow, and the same applies to everything, mortgages and so on. Human talent needs to be respected. We can't penalize people who are selling products the bank deems incorrect right now. This is the so-called misconduct. That's because the bank's criteria change very swiftly, and sometimes we only find out what they are when we might be punished for not respecting them.
It's not a response, it's not a punishment, but I do need to ask you to conclude now. We have clear guidelines here, and you are not complying therewith. Thank you very much.
Thank you. We'll move on to the next speaker. Ms. Maria Antonia Vila Coll. She doesn't appear to be in the room. Next speaker, please. Our final speaker, Mr. Juan Corominas.
At the outset, I wish to thank César for his five years of commitment to the bank. César, I think you've done excellent work. I think we are all proud of what you've done. We wish you every success in the next phase of your life, which is beginning today. Furthermore, I'd like to extend a warm welcome to Marc as he steps into this new role as CEO. Marc, I wish you every success, a lot of luck. You'll have support from Carlos Ventura, I think the two of you will be a great team. I'm really pleased that Carlos will also be a director. That wasn't what I wanted to say here. I'll now switch into Catalan to continue my remarks.
In light of the extraordinary dividend of EUR 0.50 coming up on the 29th, I'm sure many shareholders would like to reinvest part of these funds by purchasing new shares. So the question, i s there any mechanism set up by the bank, an automatic mechanism, so that shareholders who wish to do so can reinvest at the level or percentage that each individual will determine in advance that could have some financial or fiscal benefits so that there are no responsibilities to pay taxes on this in the form of the IRPF Spanish tax?
Yes, you can indeed do so. Shareholders wishing to reinvest the bank's dividends in shares automatically can do so by means of the BS shareholder account, which is only available for bank customers. This account is one in which dividends, if you have this account, are automatically reinvested after 15 calendar days automatically. There are no commissions or fees, no maintenance fees, and you can sign up for this account at any bank office. We only see the net amount from dividends being reinvested in this account. There's no other way to put any money in this account. It's just dividends, basically. The dividends that are paid out are automatically put into this account. Shareholders can determine which percentage of those dividends they want to reinvest and can see the remainder paid out to their other savings accounts .
This is some of the products in our catalog. César, was that correct?
Yes.
Okay. I believe that was the end of your remarks. All right. As we have now concluded, exhausted our list of speakers, I'll now give the floor to the secretary, Mr. Roca, to move on to our votes, to reading out the motions and carrying out the votes.
Gracias. All right. As indicated by the chairman, we will now move on to voting on the motions proposed by the board. Just a few comments in advance. As you all had access to this information on these proposed motions, the secretary will read out a quick summary of each of these. A quick summary. Often it's very, very summarized, so I hope that you'll understand. If anybody believes that there's additional information that could be required, of course, we'll be willing to provide that. Secondly, we'll just ask for those votes against, then abstentions, and we believe that anybody who doesn't vote against or abstain is voting in favor. Third, the remote voting, the online voting is now closed. Obviously, all shareholders who have delegated their vote will see that reflected in the actual vote.
What they wanted to vote on will be respected. We'll now move on to the first item on the agenda, approving the separate and consolidated financial statements, balance sheets, profit and loss account statement of recognized revenues and expenses, statements of changes in net equity, cash flow statements, and notes to the financial statements, as well as the director's report ended on December 31st, 2025. Votes against? Abstentions? Adopted. The first item on the agenda is adopted. For the statement second, approve the consolidated non-financial information statement and sustainability information of Banco Sabadell for 2025. Votes against? Abstentions? Adopted. The second item on the consolidated non-financial information statement is adopted. Third, approve the Board of Directors ' proposal for allocation of the results and dividend distribution. Voluntary reserve, EUR 1,011,865,873.59. Legal reserve, zero.
Reserve for investments in the Canary Islands, EUR 282,526.88. Dividends, EUR 699,664,419.78. Dividends, EUR 0.07 per share, paid on account on August 29th and December 29th, 2025. Those against? Abstentions? Adopted. Agenda item 4. Approve the reduction of the share capital of Banco Sabadell by the par value of their own shares acquired by the company for a maximum amount of EUR 435 million. We're deeming this the first buyback program of 2026, all within the limit of 10% of the share capital, up to a maximum nominal amount of EUR 62,795,971.63, corresponding to 502,367,773 shares with a par value of EUR 0.125 through the cancellation of own shares that have been acquired. All right, that's my summary. Moving to the next page. Those votes against? Abstentions? I don't see any abstentions.
All right. Agenda item 4 is adopted. Item 5, approving the reduction in share capital for the 2nd buyback program of 2026 within a maximum of 10% of share capital resulting from the 1st capital reduction operation. The deadline is the next ordinary meeting of shareholders, and it can be implemented in part or in whole. The Board of Directors is broadly empowered to carry out whatever is necessary, including delegation of its work. Votes against? Abstentions? Item 5 is adopted. Item 6, separate voting on different directors. Number one, ratification of the designation and co-opting of Mr. Marc Armengol Dulcet as an executive director for four years. Vote against? Abstentions? Item 6.1, or motion 6.1 is adopted.
Second motion under this agenda item, ratification of the appointment by co-option approved by the board of Mr. Carlos Ventura as executive director for a period of four years. Vote against? Abstentions? Motion 6.1 is adopted. Motion 6.3, to reappoint Mr. Lluís Deulofeu Fuguet as a member of the Board of Directors for four years as an independent director. Votes against? Abstentions? Motion 6.3, Lluís Deulofeu Fuguet, is adopted. Motion 6.4, to re-elect Mr. Pedro Fontana García as an independent director. Votes against? Abstentions? Motion 6.4 is adopted. Motion 6.5, to reappoint Mr. George Donald Johnston as a member of the Board of Directors as independent director. Votes against? Abstentions? Motion 6.5, George Donald Johnston, is also adopted.
Motion with regard to agenda item 7 to revoke for the unused amount the delegation conferred in resolution 6 adopted at the general meeting of shareholders on March 2023 to empower the Board of Directors of the bank as broadly as might be necessary in law, in order that it might increase its share capital on one or several occasions for the amount, dates, and conditions, and other circumstances might decide. This was all under the provisions of Article 297.1.b. The Board of Directors is empowered to implement whatever decisions are required in order to make this effective. Votes against? Abstentions? Item 7 is adopted, or motion under item 7 is adopted. Motion under item 8, revoking for the unused amount the delegation conferred in resolution 7 of the general meeting of shareholders of March 23rd, 2023.
There is a delegation to the Board of Directors of Banco Sabadell to issue debentures, bonds, preferred shares, and other similar securities representing a part of a borrowing convertible into newly issued shares, as well as warrants, to an amount of up to EUR 2 billion or its equivalent in another currency. Obviously, the requisite delegation of powers is also agreed and allowed for the Board of Directors . Votes against? Abstentions? Motion under item 8 is adopted. Item 9, to approve the maximum pay, a variable pay allowed for the members of the identified staff, for the bank. The identified staff consists of 143 staff members who are listed in the list made available to shareholders in the context of this call. Votes against? Abstentions? Please note that the motion under item 9 has been adopted.
Motion under item 10, the remuneration policy for the next three years, 2027 through 2029, on the basis of current legislation. Also, to ensure that the immediate needs of the bank are met, the policy can be implemented without waiting for 2027. This is adopted, and the Board of Directors is empowered to take whatever measures are necessary to implement it. Votes against? Please note. Abstentions? Motion under item 10 is adopted. Motion under item 11, in accordance with the provisions of the law to reappoint audit firm KPMG auditors for the consolidated annual accounts for 2026. Votes against? Abstentions? The reappointment of our auditors has been adopted. That was item 11. To item 12. It's a reiteration of things that have been said earlier.
It's expressly empowering the chairman of the board and the secretary of the board and the deputy secretary of the board, or whoever represents them, or replaces them, so to carry out the steps needed to implement everything. Votes against? Abstentions? Item 12 is adopted. The last motion under item 13 is the fact that the Board of Directors has drawn up and published the annual report on director remuneration, together with the necessary appendix, as approved by the CNMV. This is a consultative vote on the annual report on director remuneration. Votes against? Abstentions? Motion under item 13 is adopted. This brings voting to an end. Mr. Marc Armengol has asked for the floor. He has just been ratified as the CEO of this bank.
Good afternoon, ladies and gentlemen. As you may well imagine, I am honored to be addressing you here today. I'd like to begin by conveying my gratitude. First, my thanks go to the Board of Directors and the Chairman for the trust placed in me. I'd like to thank you, our shareholders, for joining us today and for supporting the bank. Lastly, I would like to convey my sincere thanks to everyone at Banco Sabadell, the whole management team, Mr. César González-Bueno, our outgoing CEO, because with their tireless efforts, they have enabled me now to take the helm of a bank which is in excellent financial health with strong customer relationships, which bodes well for the future. The bank is in magnificent form, but there are certainly challenges.
The financial industry has been engaged for some years now in a deep-rooted transformation that is now gaining pace. Competition is stepping up, new models are emerging, and customers have become increasingly demanding. Technology is changing the way banking works. Use of data, artificial intelligence, and the ability to see ahead are raising the bar for competitiveness. All of this is happening in a context of increasing geopolitical instability, which introduces uncertainty and means that decisions must be made even more judiciously, rigorously, and responsibly. Nevertheless, these are exciting times. I embrace the challenge as CEO with confidence and with the conviction that the path ahead is and will remain full of opportunities for Banco Sabadell. I have been privileged, like many others I see here today, to spend much of my career right here at the bank.
I've had the opportunity to lead projects in different countries, in various roles, and at different key junctures in the bank's history. This experience has given me a good understanding of how the bank works, how our decision-making operates, what makes us stronger, and how to gear up for the future. Above all, I'm keenly aware of the value the bank represents for its customers and its shareholders. Banco Sabadell's future will be built on the factors that have always set us apart from the very start. Our honest personal relationship with our customers, particularly businesses, our genuine commitment to service, and our desire to support the business community and the economy as they grow and pursue future endeavors. I just need to breathe for a moment.
This has been our essence. It's been part of our core values from day one. Together with this, we're committed to embracing the possibilities offered by technology to ensure that we continue to innovate and provide the best solutions and service to our customers. Following the recent sale of our U.K. subsidiary TSB, Banco Sabadell will become even more closely attuned to the Spanish market, better able to listen to our customers, and more responsive to their needs. We will simplify the way we work, speed up our decision-making, and leverage technology, all of this backed by the most dedicated and professional workforce in all of Spanish banking. Through this, we will become more competitive and more profitable.
Building on these core values, I'd like to share with you that our guiding ambition will be to make Banco Sabadell the best bank in Spain in terms of relationship banking. My solemn pledge is that any customer who has a business or a project or a life project that requires a relationship with a bank, whether they're a business or an individual, will always find the best possible partner in Banco Sabadell. We may not be the biggest, but we will be the most attuned to our customers' needs, the quickest to respond, and the most focused on anticipating and proposing innovative solutions at a time of fast-paced change.
This is a lofty ambition, but looking back, this is exactly what we have been doing for the past 145 years, and it is precisely what has always set us apart. Banco Sabadell is in a great position right now in the present, and we've earned the right for it to an even better future. The time has come for another leap forward, taking the business and organization to the next level for the benefit of our customers while continuing to deliver you, our dear shareholders, sustained value creation and growth. That's all for now. I will conclude as I began by thanking you for the trust you have placed in Banco Sabadell, which I am honored to lead as from today. Thank you very much.
Last year, we had quite a few board meetings, shareholders meetings. I'm not sure if you'll recall. At our last shareholders meeting, one shareholder made a request. They asked if we could have a cocktail after our shareholders meeting, I said, "Well, if we're still there, sure. Yes. If we're not, well, then we won't be able to have that cocktail." Good news, we're still here. Of course, when I made that promise to the shareholder, I didn't expect it would be you, Josep de Marfà. I didn't think this shareholders meeting would be so packed with emotions. Today, we've got a little bit of melancholy because César's leaving. He's been a truly stellar CEO, who did excellent work for the bank. We've got a new young incoming CEO looking forward to the future.
We have various reasons to celebrate today, César's success as CEO and welcoming Marc. As a result, I'd like to invite you all to join us for the cocktail at the back of the room, and I can now conclude today's shareholders meeting. Thank you all very much.