EGM Statement

Banco Bilbao Vizcaya Argentaria SA
18 May 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:

                               RELEVANT EVENT

On May 13, the Bank of Italy authorized BBVA the acquisition, through a public
exchange offer, of a participation greater than 50% in the share capital of BNL,
although it has indicated that, at this point, the authorization does not
include a lower percentage.

Having obtained such necessary authorization from the Bank of Italy, and in
execution of the decision of the Board of Directors of BBVA announced  to the
market on March 29, an Extraordinary Meeting of Shareholders of BBVA has been
called, and will meet in Bilbao, in the Palacio Euskalduna, calle 
Abandoibarra, 4, at first call on June 13, at 12.00, and at second call, on 
June 14, same time and place, with the following agenda:

ONE.- To increase the share capital of Banco Bilbao Vizcaya Argentaria, S.A. by
a nominal amount of €260,254,745.17, by issuing 531,132,133 new ordinary shares,
excluding preferential subscription rights, to cover the share swap established
in the public bid made to acquire the ordinary shares of BANCO NAZIONALE DEL
LAVORO S.p.A. This issue shall thus be fully paid up against a non-cash
consideration, with the express expectation that the increase will not be
completely subscribed. The issue price for the share issue (face value plus
issue premium) shall be equal to the closing price of BBVA stock on the last
trading day prior to the EGM approving this increase, provided said price is
higher than  4.59 euros (net book value per existing BBVA share) and not higher
than 12.60 euros (closing price of BBVA stock on 18th March 2005, the date when
BBVA disclosed its intention to carry out the operation to the market).

To delegate powers to the board of directors, under article 153.1 a) of the
Company Act, to establish the date on which the agreement shall be implemented,
fully or in part, within the limits resolved and according to the outcome of the
aforementioned takeover bid. Also to empower the board to determine the terms
and conditions of the capital increase not agreed by the EGM and, in particular,
to determine the figure for which the capital increase will finally be made.
Also to empower the board to re-word article 5 of the company bylaws regarding
share capital. Request to list the new shares.

TWO.- Conferral of authority to the board of directors, with powers of
substitution, to formalise, correct, interpret and implement the resolutions
adopted by the EGM.

Excluded markets

The Offer is exclusively promoted on the Italian market, the sole regulated
market on which the Shares are negotiated. The Offer is not being made and will
not be made in or into the United States and in any other State in which such
distribution is subject to restrictions or limitations pursuant to laws in force
in such states (the 'Excluded States'). Excluded States are without limitations
United States of America, Japan, Canada and Australia. This document, and any
and all materials related to the Offer, that the Issuer or the Offeror and any
other person interested in the Offer may issue, should not be sent or otherwise
distributed in or into the United States and in the Excluded States, whether by
use of the United States of the Excluded States mail or by any means or
instrumentality of United States or of the Excluded States interstate or foreign
commerce (including, but without limitation, the mail, facsimile transmission,
telex, telephone and the Internet) or any facility of a United States national
securities exchange or Excluded States, and the Offer cannot be accepted by any
such use, means or instrumentality, in or from within the United States or
Excluded States. Accordingly, copies of this document, the Offer Document and
any related materials are not being, and must not be, sent or otherwise
distributed in or into or from the United States and Excluded States or, in
their capacities as such, to custodians, trustees or nominees holding BNL Shares
for United States and Excluded States, and persons receiving any such documents
(including custodians, nominees and trustees) must not distribute or send them
in, into or from the United States and Excluded States.  Any purported
acceptance of the Offer resulting directly or indirectly from a violation of
these restrictions will be invalid.  No BNL Shares are being solicited from a
resident of the United States and Excluded States and, if sent in response by a
resident of the United States and Excluded States, will not be accepted.

This document is not an offer to sell, or the solicitation of an offer to buy,
securities in the United States and Excluded States. The BBVA Shares being
offered in exchange for BNL shares have not been and will not be registered
under the United States Securities Act of 1933 (the 'US Securities Act') or
under the securities laws of any state of the United States and Excluded States,
and are offered solely outside the United States and Excluded States in offshore
transactions in compliance with Regulation S under the US Securities Act.
Consequently, no BBVA Shares delivered in exchange for BNL Shares pursuant to
the Offer may be offered, sold or delivered directly or indirectly in the United
States and Excluded States, except pursuant to an exemption from registration.


                                                            Madrid, May 18, 2005


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