Balance Sheet at 31 December 2010 of BBVA

Frances, S.A. is also listed on the Latin American market of the Madrid Stock Exchange.
b) Any restriction on the transferability of securities
There are no legal or bylaw restrictions on the free acquisition or transfer of common stock other than those
established in articles 56 et seq. in Act 26/1988, of July 29, on discipline and oversight in financial
institutions, amended by Act 5/2009, dated June 29, which establish that any individual or corporation, acting
alone or together with other parties, intending to directly or indirectly acquire a significant holding in a
Spanish financial institution (as defined in article 56 of the aforementioned Act 26/1998) or directly or
indirectly increase its holding so that the voting rights or owned stock is equal to or more than 20, 30 or 50
percent, must first inform the Bank of Spain. The Bank of Spain then has 60 working days, starting on the
date of the acknowledgement of receipt of the information, to evaluate the operation and, if appropriate,
oppose the proposed acquisition for legal reasons.
c) Significant direct or indirect holdings in the common stock
As of December 31, 2010, Manuel Jove Capellán owned 5,07% of BBVA common stock through the
company Inveravante Inversiones Universales, S.L.
State Street Bank and Trust Co. Chase Nominees Ltd. and The Bank of New York Mellon, S.A. NV, in their
capacity as international custodian/depository banks, as of December 31, 2010, held 7.22%, 5.95% and
3.65% of BBVA common stock, respectively. From these holdings by the custodian banks, there are no
individual shareholders with direct or indirect holdings greater than or equal to 3% of the BBVA common
stock, except in the case of the Blackrock Inc. which on February 4, 2010, reported to the Spanish Securities
and Exchange Commission (CNMV) that, as a result of the acquisition on December 1, 2009 of the Barclays
Global Investors (BGI) business, it had an indirect holding of BBVA common stock totaling 4.45% through
Blackrock Investment Management.
d) Any restriction on voting rights.
There are no legal or bylaw restrictions on the exercise of voting rights.
e) Agreements between stockholders
BBVA has not received any information on stockholder agreements including the regulation of the exercise
of voting rights at its general meetings or restricting or placing conditions on the free transferability of BBVA
shares.
f) Regulations applicable to appointments and substitution of members of governing bodies and the
amendment of company bylaws
Appointment and Re-election
The rules applicable to the appointment and re-election of members of the Board of Directors are laid down
in Articles 2 and 3 of the board regulations, which stipulate that members shall be appointed to the board by
the AGM without detriment to the Board’s right to co-opt members in the event of any vacancy.
In any event, proposed candidates for appointment as directors must meet the requirements of applicable
legislation in regard to the special code for financial entities, and the provisions of the Company’s bylaws.
The Board of Directors shall put its proposals to the AGM of the Bank’s stockholders in such a way that, if
approved, the Board would contain a large majority of external directors over executive directors and at least
one third of the seats would be occupied by independent directors.
The proposals that the Board submits to the Bank’s General Meeting for the appointment or re-election of
directors and the resolutions to co-opt directors made by the Board of Directors shall be approved at (i) the
proposal of the Appointments Committee in the case of independent directors and (ii) on the basis of a report
from said committee in the case of all other directors.
The Board’s resolutions and deliberations shall take place in the absence of the director whose re-election is
proposed. If the director is at the meeting, he/she must leave the room.
Directors shall remain in office for the term defined by the corporate bylaws (currently Article 36 sets this
term at three years) under a resolution passed by the AGM. If they have been co-opted, they shall work out
the term of office remaining to the director whose vacancy they have covered through co-option, unless a
proposal is put to the AGM to appoint them for the term of office established under the corporate bylaws.
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