AGM Agenda
Banco Bilbao Vizcaya Argentaria SA
30 January 2003
NOTIFICATION OF IMPORTANT EVENT
In accordance with the current provisions of law, BANCO BILBAO VIZCAYA
ARGENTARIA, S.A. hereby gives notice that the meeting of its Board of Directors
held yesterday resolved to convene Ordinary General Shareholders Meeting of the
company for February 28th 2003 in first session and on March 1st 2003 in second
session, with the agenda below.
BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
Ordinary General Shareholders Meeting
1st MARCH 2003
AGENDA
ONE.- Examination and approval, where forthcoming, of the Annual Accounts
(Balance Sheet, Profit and Loss Account and Annual Report) and the Management
Report of the Banco Bilbao Vizcaya Argentaria, S.A. and its Consolidated
Financial Group. Application of earnings; dividend distribution. Approval of
corporate management. All the aforementioned with respect to the financial year
closing 31st December 2002.
TWO.- To annul the resolution adopted by the Ordinary General Shareholders
Meeting held on 9th March 2002 under item two of the agenda, and to increase the
capital by the nominal sum of 782,983,750 euros, through the issue of new
ordinary shares, delegating to the Board of Directors the power to set the date
in which this resolution to increase the share capital shall be implemented,
fully or in part, within the agreed figure, in a term of less than one year, or
indeed to abstain from implementing it, and to establish the conditions of said
issue regarding all that is not determined under the resolution of the General
Shareholders Meeting, with the possibility of deciding in accordance with the
provisions of article 161.1 of the Spanish Company Law (Ley de Sociedades
Anonimas) and also to empower the Board to reword article 5 of the Corporate
Bylaws regarding the share capital.
THREE.- Annulling the resolutions adopted by the company's General Shareholders
Meeting of 9th March 2002, under items six and seven of the Agenda, to
authorise, for the period of 5 years, the Board of Directors to issue bonds
convertible and/or exchangeable with the bank's shares, approving the rules for
their placement and delegating their implementation to the Board of Directors,
along with the power to waive or not the right of preferential subscription
according to article 159.2 of the Spanish Company Law (LSA); determination of
the bases and modalities of the conversion and delegation to the Board of the
powers to proceed to the issue of share capital in the necessary amount and also
to empower the Board to reword article 5 of the Corporate Bylaws regarding the
share capital.
FOUR- Amendments of the following Articles of the Corporate Bylaws: Article 31
'adoption of resolutions', Article 34 'number and elections of members of the
Board of Directors' and Article 48 'Board's Committees'.
FIVE- Ratification of the acceptance by the BBVA's Board of Directors for the
total assignment of the assets and liabilities of BBVA Privanza Banco, S.A.
after which said company is to be wound up without liquidation.
SIX- Authorisation for the Company to acquire its treasury stock, directly or
through its Group companies, in accordance with Article 75 of the Spanish
Company Law (Ley de Sociedades Anonimas), establishing the limits or
requirements for these acquisitions, and with the express power of reducing the
share capital to amortise treasury stock, delegating to the Board of Directors
the powers necessary to implement the resolutions of the General Meeting in this
respect, annulling the authorisation granted by the General Shareholders Meeting
held on 9th March 2002.
SEVEN.- Re-election of the Auditors for 2003.
EIGHT.- Ratification and re-election, where forthcoming, of members of the Board
of Directors.
NINE.- To transfer freely available reserves to a special fund for covering the
costs of possible extraordinary plans for early retirements, to the amount and
under the terms and conditions that the Bank of Spain may authorise, where
appropriate.
TEN.- .Delegation of powers to the Board of Directors, with express right for
its substitution, to formalise, correct, interpret and implement resolutions
adopted by this Shareholders Meeting.
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