2nd Jun 2006 14:55
Banco Bilbao Vizcaya Argentaria SA02 June 2006 BBVA Subordinated Capital, S.A. Unipersonal (the Issuer) NOTICE OF A MEETING of the holders of each Series of Notes whose ISIN is specified below Subordinated Notes May 2005-03 XS0218479334 issued pursuant to an Agency Agreement dated 18 January 2005 Subordinated Notes October 2005-12 XS0230662628 Subordinated Notes October 2005-13 XS0231329664 Subordinated Notes October 2005-14 XS0231345942 Subordinated Notes October 2005-15 XS0231518043 Subordinated Notes March 2005-22 XS0248171729 issued pursuant to an Agency Agreement dated 18 July 2005 (in relation to each Series, the Noteholders and the Notes respectively). NOTICE IS HEREBY GIVEN that a General Meeting of the Noteholders of each Seriesof Notes listed above is convened by the provisional representative for theNoteholders (the provisional Commissioner) and will be held at Paseo de laCastellana, 81, Madrid on 16 June, 2006 starting at 14 00 hours (Madrid time)for the first Series listed and at 15 minute intervals thereafter for eachSeries subsequently listed (reading across), in each case for the purpose ofconsidering the following resolutions: RESOLUTIONS One.- To approve the management of the provisional Commissioner calling themeeting. Two.- To confirm the provisional Commissioner in his post as Commissioner. Three.- To ratify the Regulations incorporated in the issue deed for therelevant Series as the definitive internal Regulations for the Bondholders'Syndicate for the Series. Four.- To approve the minutes of the meeting. VOTING AND QUORUM The provisions governing the convening and holding of a Meeting are set out inSchedule 13 and 14 to the relevant Agency Agreements described above, a copy ofwhich is available for inspection by the Noteholders during normal businesshours at the specified office of the Paying Agents set out below. All of the Notes of each Series are represented by a global note held by acommon depositary for Clearstream Banking, societe anonyme (Clearstream,Luxembourg) and/or Euroclear Bank S.A./N.V. (Euroclear). For the purposes ofthe Meeting, a Noteholder shall mean each person who is for the time being shownin the records of Euroclear or Clearstream, Luxembourg as the holder of aparticular principal amount of the Notes. A Noteholder wishing to attend the Meeting in person must produce at the Meetinga valid voting certificate issued by a Paying Agent relating to the Notes inrespect of which he wishes to vote. A Noteholder not wishing to attend and vote at the Meeting in person may eitherdeliver his valid voting certificate to the person whom he wishes to attend onhis behalf or give a voting instruction (by giving his voting instructions toClearstream, Luxembourg and/or Euroclear or on a voting instruction formobtainable from the specified offices of any of the Paying Agents) instructing aPaying Agent to appoint a proxy to attend and vote at the Meeting in accordancewith his instructions. A Noteholder must request the relevant clearing system to block the Notes in hisown account and to hold the same to the order or under the control of a PayingAgent not later than five days before the time appointed for holding the Meetingin order to obtain voting certificates or give voting instructions in respect ofthe relative Meeting. Notes so blocked will not be released until the earlierof: (a) the conclusion of the Meeting (or, if applicable, anyadjournment of such Meeting); and (b) (i) in respect of a voting certificate, the surrenderto a Paying Agent of such voting certificate and notification by the relevantPaying Agent to the relevant clearing system of such surrender or the compliancein such other manner with the rules of the relevant clearing system; or (ii) in respect of voting instructions, not less than 48 hours before thetime for which the Meeting (or, if applicable, any adjournment of such Meeting)is convened, the notification in writing of any revocation of a Noteholder'sprevious instructions to the Paying Agent and the same then being notified inwriting by the Paying Agent to the Issuer at least 24 hours before the timeappointed for holding the Meeting and such Notes ceasing in accordance with theprocedures of the relevant clearing system and with the agreement of such PayingAgent to be held to its order or under its control. The quorum required at the Meeting is one or more persons present holding votingcertificates or being proxies and representing in the aggregate not less thantwo thirds in principal amount of the Notes for the time being outstanding. Ifa quorum is not present at the Meeting, the Meeting will be adjourned and theresolutions will be considered at an adjourned Meeting which will be held at thesame time and place as the original meeting but on 18 July 2006. The quorum atsuch an adjourned Meeting will be one or more persons present holding votingcertificates or being proxies whatever the principal amount of the Notes sorepresented by them. All resolutions shall be passed by an absolute majority among those attendingthe meeting. Each Note shall entail the right to one vote. The Paying Agents can be contacted through the Principal Paying Agent for theNotes, which is Deutsche Bank AG, London at Winchester House, 1 Great WinchesterStreet, London EC2N 2DB, Attention: Trust & Securities Services. Theprovisional Commissioner can be contacted at BBVA Paseo de la Castellana 81planta 11 (Asesoria Juridica Institucional) 28046 Madrid, tel. +34 91 537 7561. Dated 2 June, 2006. Noteholders may also contact Euroclear or Clearstream, Luxembourg for furtherinformation: Euroclear: Corporate Action Department (telephone Brussels +(322) 224 4245,email: [email protected]) Clearstream: CIE Department (telephone Luxembourg + (352) 46564 6414; fax: +(352) 46564 8248, email: [email protected].) This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Bbva Ord