Result of AGM

Banco Bilbao Vizcaya Argentaria SA
14 March 2008



Banco Bilbao Vizcaya Argentaria, 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 of

                      BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

                             held on 14 March 2008

                             RESOLUTIONS PASSED



First resolution.-




1.- Approve, under the terms and conditions of the legal documentation, the
annual financial statements and management report of Banco Bilbao Vizcaya
Argentaria, S.A. for the year ending 31st December 2007, as well as the annual
financial statements and management report for the consolidated BBVA Group
corresponding to the same financial year.



2.- Approve the application of the 2007 earnings of Banco Bilbao Vizcaya
Argentaria, S.A., to the amount of €3,612,076,734.84 (three billion,
six-hundred-and-twelve million, seventy-six thousand,
seven-hundred-and-thirty-four euros, eighty-four cents), distributed in the
following manner:

The sum of €2,717,469,365.69 euros (two billion, seven-hundred-and-seventeen
million, four-hundred-and-sixty-nine thousand, three-hundred-and-sixty-five
euros, sixty-nine cents) will be paid out in dividends, of which
1,679,281,919.17 euros (one billion, six-hundred-and-seventy-nine million,
two-hundred-and-eighty-one thousand, nine-hundred and nineteen euros, seventeen
cents) have already been distributed in the first, second and third interim
dividends; the remaining €1,038,187,446.52 (one billion, thirty-eight million,
one-hundred-and-eighty-seven thousand, four-hundred and forty-six euros,
fifty-two cents) will be paid out in the final dividend for 2007 to the sum of
0.277 euros (two-hundred and seventy-seven euro-cents) per share, which will be
payable to shareholders on 10th April 2008.



The sum of €19,208,000 (nineteen million, two-hundred-and-eight thousand euros)
will be allocated to the legal reserve and €875,399,369.15
(eight-hundred-and-seventy-five million, three-hundred-and-ninety-nine thousand,
three-hundred and sixty-nine euros, fifteen cents) to the company's voluntary
reserves.

Resolve that the amounts paid out as interim dividends plus the amount for the
final dividend constitute the total dividend from the financial year for the
Banco Bilbao Vizcaya Argentaria, S.A., ratifying the resolutions adopted by the
Bank's board of directors under which the afore-mentioned amounts were
distributed as interim dividends.

3.- Approve the management of the Board of Directors of Banco Bilbao Vizcaya
Argentaria, S.A. in 2007.

4.- Empower the chairman & CEO, Mr Francisco Gonzalez Rodriguez, the director
and company secretary , Mr Jose Maldonado Ramos and the deputy company
secretary, Mr. Domingo Armengol Calvo, jointly and severally, to deposit the
annual financial statements, management reports and auditors reports for the
Bank and its consolidated Group, and to issue the certificates referred to under
article 218 of the Companies Act and under article 366 of the company registry
regulations.


Second resolution.-


1.- Amend article 34 of the corporate bylaws in order to reduce the minimum and
maximum number of seats on the board of directors. Once approved, the amended
article 34 would read as follows:



'Article 34. Number and election



The Board of Directors shall be made up of a minimum of five members, and a
maximum of fifteen, elected by the shareholders at their General Meeting, with
the exception contained in article 37 of these Bylaws.

The AGM shall determine the exact number of directorships within the stipulated
limits.'

2.- The preceding amendment to the bylaws must first obtain the authorisations
demandable under prevailing laws and regulations. The board of directors is
expressly delegated the broadest, most efficient powers possible at law to
obtain such authorisations and/or any others that may be required to implement
and effect the afore-mentioned resolutions. These powers may in turn be
delegated totally or in part to the Executive committee or any of the directors.





Third resolution.-




1.- Amend article 36 of the Company bylaws such that the directors shall be
appointed and/or renewed for a period of three years instead of five. If the
proposed amendment is approved, it will read as follows:



'Article 36. 'Term of office and renewal



The term of office of members of the Board of Directors shall be three years.
They may be re-elected one or more times for terms of the same maximum duration.
'



2.- The preceding amendment to the bylaws must first obtain the authorisations
demandable under prevailing laws and regulations. The board of directors is
expressly delegated the broadest, most efficient powers possible at law to
obtain said authorisations and/or any others that may be required to implement
and effect the afore-mentioned resolution. These powers may in turn be delegated
totally or in part to the Executive committee or any of the directors.



Fourth resolution.-




Under this agenda item, the AGM is asked to re-elect, for the term established
under the Company bylaws, the president and chief operating officer, Mr Jose
Ignacio Goirigolzarri Tellaeche as a member of the board of directors.

Likewise, in accordance with the Appointments & Remuneration committee's
proposal to the board of directors, the AGM is also being asked to re-elect, for
the term established under the Company bylaws, Mr Roman Knorr Borras as member
of the board of directors, in an independent directorship.

Consequently, it is proposed that the AGM adopt the following resolutions:

4.1.- To re-elect as member of the board of directors, for the term established
under the bylaws, Mr Jose Ignacio Goirigolzarri Tellaeche, Spanish national of
full age, married, domiciled to these effects at Paseo de la Castellana, 81,
Madrid, and with tax identity document 14.909.223.W.

4.2.- To re-elect as member of the board of directors, for the term established
under the bylaws, Mr Roman Knorr Borras, Spanish national of full age, married,
domiciled to these effects at Paseo de la Castellana, 81, Madrid, and with tax
identity document 16.184.205 W.

Pursuant to paragraph 2 of article 34 of the Company bylaws, determine the
number of directors at the number there are at this moment, according to the
resolutions adopted under this agenda item, which will be reported to the AGM
for all due effects.



Fifth resolution.-

To increase by €50,000,000,000 (FIFTY BILLION EUROS) the maximum nominal amount
against which the AGM, 18th March 2006 under its agenda item three, authorises
the board of directors, within a maximum legal period of five years as of the
aforementioned date, on one or several occasions, directly or through subsidiary
companies fully secured by the Bank, to issue any kind of debt instruments,
documented in debentures, any class of bonds, promissory notes, any class of
covered bonds, warrants, totally or partially exchangeable for equity that the
Company or another may have already issued, or as futures payable by cash
settlement, or any other senior or secured nominative or bearer fixed-income
securities (including covered bonds secured by a mortgage portfolio) in euros or
any other currency, that can be subscribed in cash or kind, with or without the
incorporation of warrants, with a limited or open-ended term. This increase is
subject to applicable legal regulations and obtaining the required
authorisations. Consequently, the total maximum nominal amount authorised is set
at €185,000,000,000 (ONE-HUNDRED AND EIGHTY-FIVE BILLION EUROS).

Likewise, to authorise the board of directors, under the same terms and
conditions established under the afore-mentioned AGM resolutions, 18th March
2006 and 16th March 2007, to establish and determine, in the manner it deems
most advisable, the other conditions inherent to each issue, with regard to the
fixed, floating or indexed interest rate, issue price, nominal value of each
certificate, its representation in single or multiple certificates or in book
entries, form and date of redemption, and any other aspects related to the
issues. Also, to authorise the board of directors to request listing of the
securities issued from the official exchanges and other competent bodies,
subject to the standards for admission, listing and de-listing, putting up such
guarantees or covenants as required under prevailing legal provisions, and to
determine any extremes not envisaged hereunder or under the resolutions of the
AGMs, 18th March 2006 and 16th March 2007. Likewise, to empower the board of
directors, in compliance with article 141 of the Companies Act, to in turn
delegate the powers that the AGM conferred on it under the afore-mentioned
resolutions, to the Executive committee, with express powers to in turn delegate
these to the chairman of the board of directors, the chief operating officer or
any other Company director or proxy.



Sixth resolution.-

One.- Repealing the authorisation granted at the General Meeting held 11th March
2003 under Agenda Item three, insofar as it has not been used, to authorise the
Board of Directors, under article 319 of the Company Registry Regulations and
prevailing regulations on bond issuance, and applying by analogy articles 153.1
b) and 159.2 of the Companies Act, to issue bonds convertible and/or
exchangeable with Bank shares in accordance with the following terms and
conditions:



1.       The issue of the securities convertible and/or exchangeable for Bank
shares may be made on one or several occasions within a maximum five (5) year
period as of the date of this resolution.



2.       The maximum total of the securities, convertible and/or exchangeable
with Company equity, which is adopted under this authorisation will be
€9,000,000,000 (NINE BILLION EUROS) or its equivalent in any other currency.



3.       The authorisation to issue securities, convertible and/or exchangeable
in Company equity, will be extended to the following aspects and will also
comprise the following powers:



     i)     Fixing the different aspects, terms and conditions for each issue, 
            including, by way of example and without limitation: Determining, 
            for each issue or tranche within the issue, its amount (always 
            within the overall limits), the place of issue (in or out of Spain); 
            the currency and if it is a non-euro issue, its equivalent
            value in euros; the denomination, whether bonds, debentures 
           (including subordinate debt) covered bonds and any others accepted 
           under law; the date or dates of issue; the number of securities and 
           their nominal value (which, in the case of bonds and debentures shall 
           not be below the nominal value of the shares); in the case of 
           warrants and covered bonds, the issue price and/or premium; the 
           strike price (fixed or variable) and the procedures, term and other
           conditions applicable to the subscription and acquisition rights over 
           the underlying shares; the interest rate (fixed or variable); the 
           dates and procedures for payment of the coupon; whether the issue is 
           perpetual or redeemable and if redeemable, the redemption tenor and 
           date of maturity; the type of reimbursement, premiums and lots, 
           guarantees; whether to represent the issue in certificates or book 
           entries; pre-emptive subscription rights or exclusion of such rights 
           (in compliance with the terms of this resolution), and
           the regulations governing subscription; anti-dilution clauses; 
           applicable legislation and, in general, any other condition for the 
           issue. Also, where applicable, to appoint a commissioner and approve 
           the fundamental rules governing the legal relations between the Bank 
           and the syndicate of security-holders, should it be necessary to 
           constitute such a syndicate.

   ii)     The power to increase capital as much as necessary to meet 
           applications for conversion and reword article 5 of the Company 
           bylaws. This power may only be exercised provided the Board, adding 
           the capital increase to cover the convertible securities issue and 
           the other capital increases it may resolve under authorisations 
           conferred by this AGM, does not surpass the limit authorised at
           any moment by the AGM pursuant to article 153.1b) in the Companies 
           Act.

   iii)    The power to exclude the pre-emptive subscription rights of 
           shareholders or holders of convertible and/or exchangeable securities, 
           when said exclusion is necessary in order to raise finance on the 
           international markets or in whatever manner the Company's best 
           interest may require. Should the Board decide to suppress the
           pre-emptive subscription rights on a specific issue of convertible 
           and/or exchangeable securities that it may decide to make under this 
           authorisation, it will put out a report in due time to be able to 
           approve the issue. This report shall detail the specific reasons of 
           corporate interest underlying this suppression, which shall require a 
           report from the accounts auditor referred to in article 159.2 of the 
           Companies Act.

    iv)    The power to determine the conversion and/or exchange rate, which may 
           be fixed or variable, and the limits detailed below, as well as the 
           timing of the conversion (which may be limited to a predetermined 
           period within a maximum of twenty years); whether the securities are 
           necessarily or voluntarily convertible and/or exchangeable, and 
           whether at the option of the Company or the securities holders
           or both, and in general, such limits and conditions as may be 
           necessary or proper for the issue.



If the issue is made at a fixed exchange and/or conversion rate, the
corresponding share conversion and/or exchange price shall not be lower than
whichever is higher of (i) the arithmetic average of the closing prices on the
continuous market over a period to be specified by the Board of Directors (not
exceeding three months and not less than two weeks) prior to the Board meeting
that makes use of this authorisation to approve the issue of convertible and/or
exchangeable securities, or (ii) the closing share price on the continuous
market the day prior to the Board meeting that makes use of this authorisation
to approve the issue of convertible and/or exchangeable securities.



If the issue has a variable exchange and/or conversion rate, the share price for
conversion and/or exchange shall be the arithmetic mean of the closing share
prices on the continuous market over a period to be specified by the Board of
Directors, not exceeding three months and not less than five days prior to the
conversion or exchange date, including a premium or, where applicable, a
discount on said share price. The premium or discount may be different for each
conversion or exchange date, provided these do not exceed 30% of said share
price

If the issue were convertible and exchangeable, the Board may establish that the
Company reserve the right to choose at any time between conversion into new
Company shares or exchange for shares already in circulation. It may also
resolve to deliver a combination of new shares and shares already in
circulation, providing it respects the equal treatment of all holders of the
securities that are being converted and/or exchanged on the same date.

For the purpose of conversion and/or exchange, the value of the share must never
drop below its nominal value and securities may not be converted into shares
when the nominal value of the shares is below that of the securities.

Likewise, the valuation for conversion and/or exchange of securities into shares
shall be for their nominal value and may include accrued interest that has not
been paid at the time of their conversion and/or exchange.

During subsequent General Shareholder Meetings convened by the Bank, the Board
of Directors shall notify shareholders of the use made to date of the
authorisations mentioned in this resolution.



Two.- Likewise, it is agreed to request acceptance for trading of the
convertible and/or exchangeable securities issued by the Bank by virtue of this
delegation, on official/unofficial, regulated/deregulated, Spanish/foreign
secondary markets. The Board is empowered to implement such procedures and
actions as may be necessary to obtain approval from the competent authorities
for listing on Spanish and foreign securities exchanges.

Pursuant to article 27 of the Exchange Regulations, it is expressly stated that,
should de-listing of the exchangeable and/or convertible securities issued by
virtue of this delegation later be requested, the request shall comply with the
formalities referred to in said article and in such case, guarantee the
interests of holders of the shares or securities who oppose or do not vote for
the de-listing resolution, thereby satisfying the requirements of the Spanish
Companies Law and other similar provisions. All this must meet the stipulations
of Companies Act and similar provisions, and comply with the provisions of said
Exchange Regulations, the Securities Exchange Act and its accompanying
provisions.

Three.- Likewise, to authorise the Board of Directors, in compliance with
article 141 of the Spanish Companies Act, to in turn delegate the powers
conferred on them by the AGM in the preceding resolutions to the Executive
committee, with express authority for substitution by the chairman of the Board,
the president & COO or any other director or proxy of the Bank.


Seventh resolution.-


1- Repealing the part not executed from the resolution adopted at the Annual
General Meeting, 16th March 2007, under its agenda item four, to authorise the
Bank, directly or via any of its subsidiaries, for a maximum of eighteen months
as of the date of this present AGM, to purchase Banco Bilbao Vizcaya Argentaria,
S.A. shares at any time and as many times as it deems appropriate, by any means
permitted by law. The purchase may be charged to the year's earnings and/or to
unrestricted reserves and the shares may be sold or redeemed at a later date.
All this shall comply with article 75 and others of the Companies Act.

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

-          The nominal value of the shares purchased, added to those the Bank
and its subsidiaries already own, will at no time exceed five per cent (5%) of
the Banco Bilbao Vizcaya Argentaria, S.A. share capital, always respecting the
limitations on treasury stock acquisition established by the regulatory
authorities governing the exchanges on which Banco Bilbao Vizcaya Argentaria,
S.A. securities are listed.



-          To provision a restricted reserve under Net Worth on the Bank's
balance sheet, equivalent to the amount of the treasury stock booked under
Assets. This reserve must be maintained until the shares are sold or redeemed.



-          The stock purchased must be fully paid up.



-          The purchase price will not be below the nominal price nor more than
20% above the listed price or any other price associated to the stock on the
date of purchase. Operations to purchase treasury stock will comply with
securities markets' standards and customs.



3.- Express authorisation is conferred to earmark all or some of the shares
purchased by the Bank or any of its subsidiaries hereunder for Company
employees, management and/or directors when they have an acknowledged right,
either directly or as a result of exercising the option rights they hold, as
established in the final paragraph of article 75, section 1 of the Companies
Act.

4.- To reduce share capital in order to redeem such treasury stock as the Bank
may hold on its Balance Sheet, charging this to earnings or unrestricted
reserves and for the amount which is appropriate or necessary at any time, to
the maximum number of 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 any procedures, processes and
authorisations that may be necessary or required by the Companies Act and other
applicable provisions. Specifically, the Board is empowered, within the time and
limits established for the aforementioned execution, to establish the date(s) of
each capital reduction(s), its/their timeliness and appropriateness, taking into
account market conditions, listed price, the Bank's economic and financial
position, its cash position, reserves and performance and any other factor
relevant to the decision; to specify the amount of the capital reduction;
determining the destination of the sum of the reduction, either to a restricted
reserve, or to unrestricted reserves, providing the necessary guarantees and
complying with legally established requirements; to amend article 5 of the
Company bylaws to reflect the new figure for share capital; to request the
de-listings of the redeemed stock and, in general, adopt any resolutions
required in order to be able to able to redeem or reduce capital as resolved,
designating the parties able to formalise these actions.



Eighth resolution.-

In conformity with the proposal made by the Audit & Compliance committee, the
Board of Directors submits the following resolution to the approval of the AGM:



-          Appoint Deloitte, S.L. as auditors for the accounts of Banco Bilbao
Vizcaya Argentaria, S.A. and its Consolidated Financial BBVA Group for the
financial year 2008. The firm of Deloitte, S.L. is registered in Madrid, at
Plaza Pablo Ruiz Picasso, 1 - Torre Picasso and its tax code is B-79104469; it
is filed under number S-0692 on the Official Spanish Registry of Account
Auditors and under volume 13.650, sheet 188, section 8, page M-54414 of the
Madrid Companies Registry.





Ninth 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 any
arrangements that may be necessary to obtain due authorisation or filings with
the Bank of Spain, the Directorate General of the Treasury & Financial Policy,
the CNMV (the securities market authority), the body in charge of registering
book entries, the Company Registry and any other public- or private-sector
bodies. 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 the
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, file them 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.




                      This information is provided by RNS
            The company news service from the London Stock Exchange