Balance Sheet at 31 December 2010 of BBVA

E.5. Indicate whether the chairman of the General Shareholders’ Meeting is also the chairman of the
Board of Directors. Describe, if applicable, the measures adopted to ensure the independence and
proper operation of the General Shareholders’ Meeting:
YES
Description of measures
Article 26 of the corporate bylaws establishes that “the Chairman of the General Meeting shall
be Chairman of the Board of Directors. When there is no such or he/she is absent, the
General Meeting shall be chaired by the Deputy Chairman. If there should be several Vice-
Chairmen, in accordance with the order laid down by the Board when appointing them, failing
which, by the oldest vice-Chairman. If no persons hold the said offices or if they are absent,
the Meeting shall be chaired by the Director appointed for that purpose by the Board of
Directors. Likewise, the Secretary of the Board shall act as the Secretary of the Meeting, and
if no person holds that office or if he is absent, there person appointed by the Board to replace
him shall act as Secretary of the Meeting.
The correct operation of the General Meeting is guaranteed under the General Meeting
Regulations approved by the company shareholders at the AGM, February 2004.
General Meetings shall be convened at the initiative and according to the agenda determined
by the board of directors. The board must necessarily convene a General Meeting when so
requested by shareholders representing a minimum of five percent of the share capital.
Should the board of directors call the General Meeting for within the following thirty days as of
the date on which required to do so by notarised document, it shall mention its compliance
with this requirement in the notice convening it. The notice shall cover the matters that said
notarised document puts forward as grounds for holding the meeting.
Annual and extraordinary General Meetings must be called by notices that the board of
directors or its agents shall publish in the Official Gazette of the Companies Registry and in
one of the highest-readership daily newspapers in the province of its registered offices, at
least one month before the date established for the meeting, pursuant to the Companies Act.
The notice shall state on which date the General Meeting is to meet at first summons and all
the business it will deal with. It must contain all references stipulated under the Companies
Act. It must also state the date on which the General Meeting will be held at second
summons. Shareholders representing at least five percent of the share capital may request a
supplement to the notice calling a general meeting be published adding one or more agenda
items.
The notice of meeting for the General Meeting shall state the shareholders’ right, as of the
date of its publication, to immediately obtain at the registered offices any proposed
resolutions, reports and other documents required by law and by the bylaws, free of charge.
It shall also include necessary details regarding shareholder information services, indicating
telephone numbers, email address, offices and opening hours. Once the notice of meeting
has been published, documents relating to the General Meeting shall be posted to the
Company website, with information on the agenda, the proposals from the Board of Directors,
and any relevant information shareholders may need to issue their vote. Where applicable,
information shall be provided on how to follow the General Meeting from a remote location
employing duly established broadcast systems. Information on anything else considered
useful or convenient for the shareholders for such purposes shall be included.
Until the seventh day before the General Meeting date, shareholders may ask the board for
information or clarification, or send in written questions regarding agenda items and
information available to the public that the company may have furnished to the CNMV (the
Spanish exchange authorities) since the last general meeting was held. After this deadline
shareholders have the right to request information and clarification or ask questions during
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.