Unicaja held its Annual General Meeting of Shareholders today in Málaga, at which, amongst other matters, the annual accounts for the 2025 financial year, the consolidated non-financial information statement and the Board of Directors’ report for the past financial year were approved.
These resolutions form part of a 2025 financial year characterised by the bank’s solid results and financial discipline, in line with its shareholder remuneration policy.
During the AGM, shareholders approved all the resolutions put to the vote, including the proposal to distribute a dividend with charge to the 2025 results totalling €442.64 million, representing a payout of 70% of the consolidated ordinary net profit for the financial year. Of this amount, €168.62 million was paid last September as an interim dividend for the financial years 2025, whilst the final dividend, amounting to €274.01 million, will be paid on 23 April, at a gross rate of €0.106 per share.
Furthermore, as part of the proposed allocation of profits, the General Meeting has agreed to allocate €126.59 million to voluntary reserves, thereby strengthening the bank’s financial soundness, as well as €30 million to capitalisation reserves.
The Meeting also served to review the 2025 financial year, during which the bank maintained a positive trend in its key indicators and strengthened its financial position.
Corporate governance
In terms of corporate governance, the General Meeting approved, at the initiative of Fundación Bancaria Unicaja, the appointment of María Nieves García Santos and María Isabel Martínez Torre-Enciso as proprietary directors, as well as the re-election of Miguel González Moreno and José Ramón Sánchez Serrano for a new term as proprietary directors.
Following these resolutions, Unicaja’s Board of Directors continues to comprise 15 directors, with an increased representation of women. Specifically, it comprises seven women and eight men, representing 46.67% and 53.33%, respectively, of the total membership. By category, the composition remains as one executive director, seven proprietary directors and seven independent directors, thereby complying with the applicable recommendations on corporate governance.
Furthermore, the Board has approved the re-election of KPMG as the Company’s and its Group’s auditor for the 2027 financial year, as well as the amendment of the Bylaws and the Regulation of the General Meeting of Shareholders to allow general meetings of shareholders to be held exclusively online.
Furthermore, it approved the Directors’ Remuneration Policy and the maximum amount of annual remuneration for all directors in their capacity as such, which will apply for the financial years 2027, 2028 and 2029. Finally, it gave its approval, with and advisory nature, to the Annual Report on Directors’ Remuneration for the financial year 2025.
Speeches
En his address, the Chairman, José Sevilla, highlighted Unicaja’s progress since the start of a new phase in 2024, based on concrete facts and market recognition, as well as the bank’s commitment to a more sustainable society.
He recalled that the bank’s strategy is underpinned by solid values, shared throughout the organisation –integrity, professionalism, customer focus and transparency– and praised the results achieved in the first year of implementation of the 2025–2027 Strategic Plan. In this context, Sevilla noted that Unicaja faces the future with optimism and realism, aware of the challenges ahead, but with the involvement and commitment of the entire team to continue making progress in consolidating an increasingly robust and long-term oriented bank.
For his part, the CEO, Isidro Rubiales, noted that 2025 has been a particularly significant year for Unicaja, both due to the achievement of a record result –which has enabled adjusted profitability, excluding excess regulatory capital, to rise above 12% and distribute the largest dividend in the bank’s history— as well as for the progress made in implementing the strategy launched at the end of 2023. In this regard, he highlighted the continuation of the 2025–2027 Strategic Plan, aimed at a profound transformation of the bank and its positioning as one of the most solvent institutions in the Spanish financial system, with its own solid and independent project.
Furthermore, Rubiales emphasised that the bank is facing the current climate of uncertainty with confidence and determination, supported by a customer-focused business model centred on families and businesses, developed efficiently and profitably, with prudent risk management criteria and a clear commitment to social responsibility, enabling it to look ahead to the coming financial years with a prospect of sustained growth.
The Annual General Meeting was held as scheduled and all the proposed resolutions for each item on the agenda were approved.
