AGM Statement

Banco Bilbao Vizcaya Argentaria SA
29 March 2005

'BBVA, S.A.', pursuant to the provisions of article 82 of the Spanish Securities
Market Act, proceeds by means of the present document to notify the following:


                                     SIGNIFICANT EVENT

                            General Meeting of shareholders

           BANCO BILBAO VIZCAYA ARGENTARIA, S.A. held on 26 February 2005


                                     RESOLUTIONS PASSED



First resolution.-


1.- To approve, in accordance with the terms of the legal documentation, the
annual accounts (balance sheet, income statement and the annual report) plus the
management report of Banco Bilbao Vizcaya Argentaria, S.A. corresponding to the
year ending 31st December 2004, as well as the annual accounts (balance sheet,
income statement and annual report) and management report for the consolidated
BBVA group corresponding to the same financial year.


2.- To approve the application of the 2004 earnings of Banco Bilbao Vizcaya
Argentaria, S.A., to the amount of 1,605,595,025.64 EUROS (one billion,
sixhundred and five million, five-hundred and ninety-five thousand, twenty-five
euros, sixty-four cents), distributed in the following manner:


The sum of 1,498,756,603.01 euros (one billion, four-hundred and ninety-eight
million, seven-hundred and fifty-six thousand, six-hundred and three euros, one
cent) shall be used to pay dividends, of which 1,017,255,612.90 euros
(one-billion, seventeen million, two-hundred and fifty-five thousand,
six-hundred and twelve euros, ninety cents) have already been paid out in the
first, second and third interim dividends to the 2004 account. Thus, the
remaining 481,500,990.11 (fourhundred and eighty-one million, five-hundred
thousand, nine-hundred and ninety euros, eleven cents) shall be used to settle
the equalising dividend for 2003 of 0,142 EUROS (fourteen point two cents) per
share, which shall be paid out to the shareholders on 11th April 2005.


The sum of 87,728,422.63 euros (eighty-seven million, seven-hundred and
twentyeight thousand, four-hundred and twenty-two euros sixty-three cents) shall
be used to provision the bank's voluntary reserves.


The sum of 19,110,000 euros (nineteen million, one-hundred and ten tousand
euros) shall be used to provision the banks legal reserve.


To resolve that the sums paid as interim dividends plus the sum destined to the
complementary dividend constitute the total amount of the dividend for the
financial year for the Banco Bilbao Vizcaya Argentaria, S.A., ratifying the
resolutions adopted by the Board of Directors according to which the
aforementioned sums were paid as interim dividends.


3.- To approve the management of the Board of Directors of the Banco Bilbao
Vizcaya Argentaria, S.A. in 2004.


4.-To authorise the chairman, Mr. Francisco Gonzalez Rodriguez, and the company
secretary, Mr. Jose Maldonado Ramos, severally, to deposit the annual accounts,
management reports and audit reports corresponding to the bank and its
consolidated group, as well as to issue the certificates referred to in article
218 of the Company Act (Ley de Sociedades Anonimas) and in article 366 of the
Company Registry regulations.




Second resolution.-


Pursuant to article 36 of the company bylaws, to re-elect for a five-year term
as member of the board of directors: the chairman, Mr. Francisco Gonzalez
Rodriguez, Spanish national of full age, married and domiciled at Paseo de la
Castellana no. 81, Madrid, with Spanish Tax ID no. 32.318.340M, and the current
directors, Mr. Ramon Bustamante y de la Mora, Spanish national of full age,
married and domiciled at Paseo de la Castellana no. 81, Madrid, with Spanish Tax
ID no. 2,483,109; Mr. Ignacio Ferrero Jordi, Spanish national of full age,
married and domiciled at Paseo de la Castellana no. 81, Madrid, with Spanish Tax
ID no. 46,201,504 R and Telefonica de Espana, S.A., Unipersonal, Spanish
national, domiciled in Madrid (Gran Via no. 28), constituted by public deed
granted 24th April 1998, before the notary of Madrid, Mr. Agustin Sanchez Jara
and recorded in his ledger of public records under his number 3,028, and in the
Madrid Company Registry under volume 13,170, book 0, folio 27, section 8, sheet
M-213,180, inscription 25. Tax identification number A-82/018474.


Consequently, pursuant to paragraph 2 of article 34 of the company bylaws, to
determine the number of directors at fifteen.




Third resolution.-


To raise by 50,000,000,000 (50 billion) euros the maximum nominal amount
delegated to the board of directors by the company's annual general meeting,
28th February 2004, under item three of its agenda, to issue, conditional on
compliance with applicable legal provisions and obtaining due permits, in the
maximum legal period of five years, on one or several occasions, directly or
through subsidiaries fully underwritten by the bank, all kinds of debt
instruments, documented by obligations, bonds of any kind, promissory notes,
debentures of any kind, warrants totally or partially exchangeable for shares
already issued in the company or any other company, or payable by differences,
or any other fixed-income nominal or bearer securities, in euros or other
currency, that may be subscribed in cash or in kind, simple or with any kind of
guarantee, including a mortgage guarantee, with or without the incorporation of
rights (warrants), subordinate or not, for a fixed or open tenor, totally or
partially exchangeable for shares already issued in the company or any other
company. Consequently, the maximum nominal amount authorised is established at
121,750,000,000 (one-hundred and twenty-one billion, sevenhundred and fifty
million) euros.


Likewise, under the same terms and conditions established in the afore-mentioned
resolution passed by the AGM, 28th February 2004, to authorise the board of
directors to establish and determine, in the manner it deems appropriate, any
other conditions inherent to each issue, with regard to the interest rate
(fixed, floating or indexed), issue price, par value of each certificate, its
representation in single or multiple certificates or book entries, form and date
of redemption, and any other aspects related to the issue. To authorise the
board of directors to request listing of the securities issued on official stock
exchanges and other competent bodies, subject to their admission, listing and
de-listing standards, putting up such guarantees or commitments as required
under prevailing legal provisions, and to determine any extremes not envisaged
hereunder or under the AGM resolution, 28th February 2004. Also, to confer
authorisation on the board of directors such that, pursuant to article 141 of
the Company Act, it may substitute the powers delegated by the AGM regarding the
above resolutions to the executive committee, with express powers of
substitution for the chairman of the board, the chief operating officer and/or
any other director or representative of the company.




Fourth resolution.-


1.- Repealing the resolution adopted at the Annual General Meeting, 28th
February 2004, under its agenda item seven, insofar as it was not implemented,
to authorise the company such that, directly or through any of its subsidiaries,
during a maximum period of eighteen months as of the date of this present AGM,
it may purchase Banco Bilbao Vizcaya Argentaria, S.A. shares at any time and as
many times as it considers appropriate, by any means permitted under law,
including charging them to the year's profits and/or unrestricted reserves, as
well as to dispose of them or redeem them at a later date, all in accordance
with article 75 and others of the Company Act (Ley de Sociedades Anonimas).


2.- To approve the limits or requirements on these acquisitions, which shall be
as

follows:


  • That the nominal of the shares purchased, added to those already in
    possession of the Bank and its subsidiaries will at no time exceed five per
    cent of the share capital of Banco Bilbao Vizcaya Argentaria, S.A., always
    respecting any limitations on the purchase of treasury stock established by
    the regulatory authorities governing the markets on which Banco Bilbao
    Vizcaya Argentaria, S.A. securities are listed.


  • That the bank's balance sheet provision a restricted reserve, under
    Liabilities, equivalent to the sum of treasury stock calculated under
    Assets. This reserve must be held until the disposal or redemption of the
    shares.


  • That the shares acquired be fully paid up.


  • That the purchase price will not be below the nominal price nor 20% above
    the listed price or any other price associated to the stock on the date of
    purchase or, in the case of derivatives, on the date of the call contract.
    Operations to purchase treasury stock will respect the rules and customs of
    securities markets.


3.- Express authorisation is given for stock purchased by the bank or any of its
subsidiaries under this authorisation to be wholly or partly assigned to
workers, employees or directors of the bank when they have an acknowledged
right, either directly or as a result of exercising any option rights they may
hold, as established in the final paragraph of article 75, section 1 of the
Company Act (Ley de Sociedades Anonimas).


4.- To reduce share capital in order to redeem such treasury stock as the bank
may hold on its balance sheet, charging this to profits or free reserves and for
the amount which is appropriate or necessary at any time, to the maximum value
of the treasury stock existing at any time.


5.- To authorise the board, in accordance with article 30 c) of the company
bylaws, to implement the above resolution to reduce share capital, either all at
once or on several occasions and within the maximum period of eighteen months
from the date of this AGM, undertaking such procedures, arrangements and
authorisations as necessary or as required by the Company Act (Ley de Sociedades
Anonimas) and other applicable provisions. Specifically, the board is delegated,
within the time and limits established for the afore-mentioned execution, to
establish the date(s) of each capital reduction, its/their timeliness and
appropriateness, taking into account market conditions, listed price, the bank's
economic and financial position, its cash position, reserves and corporate
performance and any other factor relevant to the decision; specifying the amount
of the capital reduction; determining where the sum of the reduction be
assigned, either to a restricted or unrestricted reserves, providing the
necessary guarantees and complying with legally established requirements;
adapting article 5 of the corporate bylaws to reflect the new figure for share
capital; requesting de-listings of the redeemed stock and, in general, adopting
any resolutions necessary to be able to able to redeem or reduce capital as
resolved, designating the people able to formalise these actions.




Fifth resolution.-


To re-elect Deloitte & Touche Espana, S.L. as auditors for the 2005 accounts of
Banco Bilbao Vizcaya Argentaria, S.A. and its consolidated financial group. The
firm of Deloitte & Touche Espana, S.L. is domiciled in Madrid, at Calle Raimundo
Fernandez Villaverde, no. 65 and its tax code is C.I.F. B-79104469; it is
entered in the Official Spanish Registry of Account Auditors and the Madrid
Mercantile Registry under volume 13,650, folio 188, section 8, sheet M-54414.




Sixth resolution.-


To confer on the board of directors, with express powers of substitution by the
executive committee or the director(s) it deems pertinent, the broadest
authority at law necessary for the fullest execution of the resolutions adopted
by this Annual General Meeting. The board or its substitute may establish,
complete, develop and amend the resolutions adopted by this AGM making such
arrangements as may be necessary with the Bank of Spain, the Treasury and
Financial Policy Department, the CNMV (Spanish Securities Market Commission),
the body overseeing OTC trading, the Company Registry and any other public or
private organisations. To such effects, they may (i) establish, complete,
develop, amend, correct omissions and adapt said resolutions in accordance with
the verbal or written recommendation of the Company Registry and any other
authorities, government officers or competent institutions; (ii) draw up and
publish announcements required by law; (iii) grant any public or private
documents they deem necessary or advisable and (iv) take such steps as necessary
or advisable to put the resolutions into effect, and in particular, to have them
lodged with the Company Registry or other registries where they should be
entered.










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.


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