BANCO BILBAO VIZCAYA ARGENTARIA, S.A. AND ... - BBVA

during which to increase the common stock, i.e., five years. So far, BBVA has not issued any shares under
this authorization.
At the AGM held on March 14, 2008 the shareholders resolved to delegate to the Board of Directors for a
five-year period the right to issue bonds, convertible and/or exchangeable into Bank shares for a maximum
total of €9,000 million. The powers include the right to establish the different aspects and conditions of each
issue, including the power to exclude the preferential subscription rights of shareholders in accordance with
the Corporations Act, to determine the basis and methods of conversion and to increase capital stock in the
amount considered necessary. In virtue of this authorization, the Board of Directors agreed at its meeting as
of July 27, 2009 to issue €2,000 million of convertible bonds, excluding the right to preferential subscription.
Previously, the AGM held on March 18, 2006 had agreed to delegate to the Board of Directors the faculty to
issue, within a maximum legal period of five years as of said date, on one or several occasions, directly or
through subsidiary companies fully underwritten by the Bank, any kind of debt instruments through
debentures, any class of bonds, promissory notes, any class of commercial paper or warrants, which may be
totally or partially exchangeable for equity that the Company or another company may already have issued,
or via contracts for difference (CFD), or any other senior or secured nominative or bearer debt securities
(including mortgage-backed bonds) in euros or any other currency that can be subscribed in cash or kind,
with or without the incorporation of rights to the securities (warrants), subordinated or not, with a limited or
open-ended term. The total maximum nominal amount authorized is €105,000 million. This amount was
increased by €30,000 million by the Ordinary General Stockholders’ Meeting held on March 16, 2007, by
€50,000 million by the AGM on March 14 2008, and by an additional €50,000 million by the AGM on March
13, 2009. Accordingly, the maximum total nominal amount delegated by the General Meeting was €235,000
million.
28. SHARE PREMIUM
The amounts under this heading in the accompanying consolidated balance sheets total €12,453 million as
of June 30, 2010 and December 31, 2009.
There was a charge against the item “Share premium” in 2009 of €317 million corresponding to payment to
shareholders on April 20, 2009 as a complement to dividends for 2008, which was approved at the AGM on
March 13, 2009 (see Note 4)
This payment consisted in a total of 60,451,115 treasury stock (see Note 30) at one (1) share for each sixtytwo
(62) held by shareholders at market close on April 9, 2009. These shares were valued at €5.25 each (the
average weighted price per share of Banco Bilbao Vizcaya Argentaria, S.A. in the Spanish continuous
system on March 12, the day before that of the AGM mentioned above).
The amended Spanish Corporation Act expressly permits the use of the share premium balance to increase
capital and establishes no specific restrictions as to its use.
29. RESERVES
The breakdown of the balance of this heading in the accompanying consolidated balance sheets was as
follows:
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