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Balance Sheet at 31 December 2010 of BBVA

Balance Sheet at 31 December 2010 of BBVA

Balance Sheet at 31 December 2010 of BBVA

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Bank or companies <strong>of</strong> its Group hold an interest, unless such interest was held prior to joining the<br />

Board or the moment when the Group took out its interest in such business or enterprise, or unless such<br />

companies are listed on domestic or intern<strong>at</strong>ional stock exchanges, or unless authorised to do so by the<br />

Board <strong>of</strong> Directors.<br />

Directors may not use their position in the Company to obtain m<strong>at</strong>erial gain. Nor may they take advantage<br />

directly for themselves or indirectly for persons rel<strong>at</strong>ed to them, from any business opportunity th<strong>at</strong> they<br />

have become aware <strong>of</strong> as a result <strong>of</strong> their Bank directorship, unless this opportunity has been previously<br />

<strong>of</strong>fered to the Bank and the Bank had decided not to take it up and the director has been authorised to<br />

do so by its Board.<br />

Directors must comply <strong>at</strong> all times with the applicable provisions <strong>of</strong> the <strong>BBVA</strong> Group code <strong>of</strong> conduct for<br />

stock-exchange trading, with legisl<strong>at</strong>ion and with any other internal codes regarding requests for loans,<br />

bank bonds and guarantees made to the financial subsidiaries <strong>of</strong> the <strong>BBVA</strong> Group. They must refrain<br />

from conducting or from suggesting to a third party any transaction involving shares <strong>of</strong> the Company<br />

and/or its subsidiary, affili<strong>at</strong>ed or associ<strong>at</strong>e companies when their directorship has led to possession <strong>of</strong><br />

privileged or confidential inform<strong>at</strong>ion before such inform<strong>at</strong>ion is known to the public.´<br />

Since <strong>BBVA</strong> is a financial institution, it is subject to Act <strong>31</strong>/1968 on incomp<strong>at</strong>ibilities and limit<strong>at</strong>ions <strong>of</strong><br />

chairmen, directors and senior managers in the non-St<strong>at</strong>e banking sector. This act st<strong>at</strong>es th<strong>at</strong><br />

chairmen, deputy chairmen, directors and general managers or similar oper<strong>at</strong>ing in the priv<strong>at</strong>e-sector<br />

banking industry in Spain may not obtain credits, bonds or guarantees from the bank on whose board or<br />

management team they work, unless expressly authorised by the Bank <strong>of</strong> Spain.<br />

All the members <strong>of</strong> the Board and the senior management are subject to the company’s code <strong>of</strong> conduct<br />

on securities markets<br />

The <strong>BBVA</strong> Group’s code <strong>of</strong> conduct on the securities markets is intended to control possible conflicts <strong>of</strong><br />

interest. It establishes th<strong>at</strong> everyone subject to the code must notify the head <strong>of</strong> their area and the<br />

Regul<strong>at</strong>ory Compliance department <strong>of</strong> situ<strong>at</strong>ions th<strong>at</strong> could potentially and under specific circumstances<br />

may entail conflicts <strong>of</strong> interest th<strong>at</strong> could compromise their impartiality, before they engage in any<br />

transaction or conclude any business in which they could arise.<br />

The above notwithstanding, the parties subject to the code have a permanent form filed with the<br />

Regul<strong>at</strong>ory Compliance department, which they must keep up to d<strong>at</strong>e, with a standard declar<strong>at</strong>ion th<strong>at</strong><br />

they are given, declaring certain economic and family affili<strong>at</strong>ions specified in the code.<br />

Where there is any doubt about the existence <strong>of</strong> conflicts <strong>of</strong> interest, any party subject to the code must<br />

show maximum prudence and notify the head <strong>of</strong> his/her area and the Regul<strong>at</strong>ory Compliance department<br />

<strong>of</strong> the specific circumstances surrounding their case, so th<strong>at</strong> they may judge the situ<strong>at</strong>ion for themselves.<br />

C.7.<br />

Is more than one company <strong>of</strong> the Group listed in Spain?<br />

Identify the subsidiaries listed in Spain:<br />

NO<br />

WARNING: The English version is only a transl<strong>at</strong>ion <strong>of</strong> the original in Spanish for inform<strong>at</strong>ion purposes. In case <strong>of</strong> a discrepancy,<br />

the Spanish original prevails.

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