EGM Statement

Banco Bilbao Vizcaya Argentaria SA
14 June 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

                     Extraordinary General Meeting of shareholders

                        BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

                                  14 June 2005


                                 RESOLUTIONS PASSED



First resolution.-


INCREASE OF SHARE CAPITAL TO BE EXCHANGED FOR A NONCASH

CONSIDERATION


To increase BBVA share capital by a nominal amount of two-hundred and sixty
million, two-hundred and fifty-four thousand, seven-hundred and fortyfive euros
seventeen cents (€260,254,745.17), by issuing and putting into circulation
five-hundred and thirty-one million, one-hundred and thirty-two thousand,
one-hundred and thirty-three (531,132,133) ordinary shares, each of 0.49 euros
face value, of the same class and series as existing BBVA shares, represented in
book entries, in order to cover the sum established in the public bid (the
'Bid') intended to acquire up to 2,655,660,664 (two billion, six-hundred and
fifty-five million, six-hundred and sixty thousand, six-hundred and sixty-four)
ordinary shares in the Banca Nazionale del Laboro SpA ('BNL').


1.1.     Issue price


The shares shall be issued at an issue price (nominal price plus issue premium)
equal to the price of BBVA stock on closing of the previous day's trading
immediately before the EGM that approves this increase, provided said closing
price is above 4.59 euros (net book value per share of already existing BBVA
shares as acredited in the report from an accounts auditor other than the
company's own auditor, as established in article 159.1 of the Company Act,
according to the financial statements audited to 31st December 2004) and not
higher than 12.60 euros (average of closing price of BBVA stock on 18th March
2005, date on which the operation is announced).


Should the closing price of BBVA stock on the trading day prior to the EGM
approving this increase not be higher than 4.59 euros (net book value per share)
the issue price will be 4.60 euros. Should said closing price be higher than
12.60 euros, the issue price per share will be 12.60 euros. To such effects, the
closing price shall be the price published as such by the Sistema de
Interconexion Bursatil (SIBE).


The issue premium shall be the difference between the issue price determined
according to the above provisions and the face value of the shares (0.49 euros)
and the Board of Directors will tell it.


1.2.     Target of increase - Consideration


The shares targeted through this increase shall be fully subscribed and paid up
by a non-cash consideration comprising ordinary shares of the Italian company
BNL listed on the Mercato Telematico Azionario organised and managed by Borsa
Italiana, in the ratio of five (5) ordinary BNL shares for each one (1) newly
issued share in Banco Bilbao Vizcaya Argentaria, S.A.


1.3.     Incomplete subscription


Pursuant to article 161.1 of the Company Act, the possibility of incomplete
subscription to the increase is expressly foreseen.


Consequently, should the Bid not be accepted by all the holders of ordinary BNL
shares targeted by it, this resolution to increase BBVA capital will be
implemented to the amount corresponding to the Banco Bilbao Vizcaya Argentaria,
S.A. shares effectively subscribed and paid up, the remaining amount being left
null and void.


1.4.     Exclusion of pre-emptive subscription rights


With respect to the requirements of corporate interest, and in order to permit
the new BBVA shares to be subscribed and paid up by holders of ordinary BNL
stock that they will swap for them, a total waiver is placed on the preferential
subscription right of BBVA share holders and convertible bond holders.


To such effects, pursuant to 1.1 above, the issue price must be higher than the
net book value of BBVA stock, as accredited in the report issued by an auditor
of accounts other than the company's current auditor, in compliance with article
159.1 of the Company Act.


1.5.     Rights of the new shares


The newly issued shares shall be ordinary shares, the same as those currently in
circulation. They shall be represented by book entries to be recorded by
Sociedad de Gestion de los Sistemas de Registro, Compensacion y Liquidacion de
Valores, S.A. (Iberclear) and its partner companies.


The new shares will grant holders the right to participate in any payout of
corporate earnings that may be distributed after the date of their inclusion on
the Iberclear books and in the net worth resulting from liquidation.


1.6.     Suspensive Condition


This capital increase is subject to the effective implementation, development
and conclusion of the Bid launched by BBVA over ordinary BNL shares, and the
granting of due authorisations or permits and the success of any arrangements
that may be necessary to complete the process.





        1.7.     Application of the special tax regime established in Chapter
        VIII of Part VII of the Consolidated Text of the Company Tax Act


Pursuant to article 96 of the consolidated text of the Company Tax Act approved
by legislative royal decree 4/2004, it is resolved to choose to apply the
special tax regime established under Chapter VIII of Part VII and in the Second
Additional Provision of the aforementioned consolidated text of the Company Tax
Act with respect to the capital increase for a non-cash consideration comprising
BNL stock.


1.8.     Request to list the new shares


It is resolved to request admission to trading of the new shares to be issued,
subscribed and paid up by virtue of the above resolutions, on the Securities
Markets of Madrid, Barcelona, Bilbao and Valencia, through the electronic
trading system (Sistema de Interconexion Bursatil, Mercado Continuo). It is
further resolved to take necessary measures and actions to submit any documents
required to the competent bodies of Securities Exchanges abroad where BBVA
shares are listed at the time of issue, so that the new shares issued as a
consequence of the capital increase herein resolved can also be listed there.


To such effects, authority is conferred on the board of directors and the
executive committee, with express rights of substitution in both cases, once
this resolution has been executed, to make the corresponding applications, draw
up and present any documents deemed appropriate in the terms they consider
advisable, and take any measures that may be necessary for such purpose.


Should the securities issued by virtue of this delegation later be de-listed,
the request to de-list them shall comply with the provisions of article 27 of
the Exchange Regulations and guarantee the interests of shareholders or bond
holders who oppose or do not vote for the de-listing resolution, thereby
satisfying the requirements of the Companies Act and other similar provisions.
All this must meet the stipulations of said Exchange Regulations, the Securities
Exchange Law and its accompanying provisions.


1.9.     Amendment of Bylaws


As a consequence of this capital increase, article 5 of the company bylaws will
be amended. Provided the share capital increase resolved is fully subscribed and
drawn up, article 5 will read as follows:


        'Article 5. Share Capital


        The bank's share capital is ONE-THOUSAND NINE-HUNDRED AND

        TWENTY-ONE MILLION, SEVEN-HUNDRED AND SEVENTY-TWO

        THOUSAND, TWO-HUNDRED AND FORTY-SIX EUROS TWENTYOUR

        CENTS (1,921,772,246.24), represented by THREE-THOUSAND

        NINE-HUNDRED AND TWENTY-ONE MILLION, NINE-HUNDRED

        AND EIGHTY-FOUR THOUSAND, ONE-HUNDRED AND SEVENTYSIX

        (3,921,984,176) shares, each of FORTY-NINE (49) EURO-CENTS

        face value, all of the same class and series, fully subscribed and paid

        up. '




1.10.     Proxy


The board of directors is authorised to delegate in turn to its executive
committee with express powers of substitution, all powers necessary to decide
within a maximum term of one year the date on which this increase shall be put
into effect, fully or partially, within the limits established. Likewise, to
determine the opening and closing dates of the bidding period, and even to
decide not to implement this capital issue should the terms of the Bid be
altered. In such event, the board may approve a capital increase different from
the one resolved herein, pursuant to the authorisation conferred by the AGM,
28th February 2004, in compliance with article 153.1 b) of the Company Act. The
board is likewise empowered, with authorisation to delegate in turn to its
executive committee, with express powers of substitution, to determine the
figure for which the capital increase will finally be made, including incomplete
subscription of the increase, the way the contribution and swap of shares shall
proceed, and the amended wording of article 5 of the company bylaws, to adapt it
to the new figure for share capital and the number of shares resulting from the
new issue, and to establish the terms and conditions of the increase that are
not established by this EGM. Finally, the board is empowered to do the
following, and authorised to delegate in turn to its executive committee with
express powers of substitution: to take such measures as they deem necessary in
any jurisdiction where the BBVA shares are traded, listed or a listing
application has been made; to draw up any protocols, applications,
communications or notifications required by applicable law in each competent
jurisdiction; to take such measures as they deem necessary before any national
or foreign competent authorities; to approve and sign such public and private
documents as may be necessary or appropriate for the full enforcement of the
resolutions to increase capital; to implement the choice of special tax

regime established in Chapter VIII of Part VII and the second additional
provision of the consolidated text of the Company Tax Law and to appreciate
compliance with the condition to which the execution of the present capital
increase is subject.






Second 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 EGM. The board or its substitute may establish, complete, develop and
amend the resolutions adopted by this EGM 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 electronic
book-entry 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 deems 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 filed.


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