Balance Sheet at 31 December 2010 of BBVA

On second summons, twenty-five percent of said capital will be sufficient.
The above notwithstanding, article 25 of the BBVA bylaws established that a reinforced quorum of two
thirds of subscribed capital is required on first summons and of 60% of said capital on second summons,
in order for the following resolutions to be validly adopted: substitution of the corporate object,
transformation, total break-up, winding-up of the company and amendment of the article in the bylaws
establishing this reinforced quorum.
E.2. Indicate and where applicable give details, whether there are any differences from the minimum
standards established under the Companies act with respect to the adoption of corporate resolutions.
NO
Describe the difference from the rules provided by the Companies Law.
E.3. Explain the rights of the shareholders regarding general shareholders’ meetings which are
different from the rights provided for in the Companies Law.
There are no shareholders’ rights in the Company other than those established under the Companies
Act with respect to General Meetings.
Shareholders’ rights in this respect are also shown in detail in the General Meeting regulations, which are
publicly available on the Company website
E.4.
Indicate, if applicable, the measures adopted to encourage the participation of shareholders at General
Shareholders’ Meetings.
BBVA, in order to encourage the participation of its wide base of shareholders in its General Meetings,
apart from establishing all the information channels required by law, also sends an attendance card to
the domicile of all shareholders with the right to attend, sufficiently in advance of the Meeting. This includes
the agenda and information on the date, time and place where the General Meeting is to be held.
It also posts information regarding the General Meeting on its website, with the agenda, details on its
arrangements, the proposed resolutions that the board of directors will put to it and the channels of
communication between the company and its shareholders, via which shareholders may apply for further
details on the General Meeting.
To facilitate our shareholders’ participation in the AGMs, a procedure has been established, in compliance
with sections 2 and 3 of article 189 of Capital Company Act (sections 4 and 5 of article 105 of the
Companies Act,) to enable shareholders that are not planning to attend the AGM to vote by proxy or
remotely. This procedure has been used in all General Meetings held over the last four years.
In this manner, and in accordance with the Companies Act and the bylaws, voting rights on proposals
regarding agenda items may be delegated or exercised by the shareholder by post, e-mail or any other
remote means of communication, provided the voter’s identity is duly guaranteed.
Pursuant to article 528.2 of the consolidated text of the Capital Companies Act, has previewed to set up an
Online Shareholder Forum on the Bank-s website (www.bbva.com) for the run-up to the General Meeting.
Votes and proxies can also be sent via electronic mail, through the bank’s website
(www.bbva.com), following the instructions given there. This information is available in
English and Spanish.
WARNING: The English version is only a translation of the original in Spanish for information purposes. In case of a discrepancy,
the Spanish original prevails.