17th May 2007 13:35
Banco Bilbao Vizcaya Argentaria SA17 May 2007 Banco Bilbao Vizcaya Argentaria, S.A. (BBVA), pursuant to the provisions ofarticle 82 of the Spanish Securities Market Act, proceeds by means of thepresent document to notify the following: SIGNIFICANT EVENT CALL OF A GENERAL SHAREHOLDERS MEETING BBVA's board of directors has agreed to convene an extraordinary generalshareholders meeting, to be held in Bilbao, in the "Palacio Euskalduna",Abandoibarra street 4, on June 20, 2007, at 12;00 am. on first call and at sameplace and time, on June 21, on second call, according the attached agenda. Madrid, May 17, 2007 EXTRAORDINARY GENERAL MEETING BILBAO, 21st JUNE 2007 AGENDA ONE.- Increase the Banco Bilbao Vizcaya Argentaria, S.A. capital by a nominalsum of €96,040,000.-, in an issue of 196,000,000 new ordinary shares, excludingpre-emptive subscription rights, in order to fund the acquisition of 100% of theshares representing the capital of the US company, Compass Bancshares, Inc. ("Compass", which includes any legal successor), to be fully paid up throughnon-cash contributions. The issue price of the shares to be issued (nominalprice plus issue premium) shall equal the closing price of the BBVA share on thetrading day immediately prior to the closing date of said transaction to acquireCompass, at a minimum of €6.09 per share (higher than the net book value pershare for the BBVA shares already in existence) and a maximum equivalent to theresult of a 20% increase of the value allocated to the non-cash consideration ofthe Compass shares by the expert appointed by the Company Registry for theeffects established under article 38 of the Companies Act, having subtracted thepart of the consideration in money. To authorise the board of directors, pursuant to article 153.1.a) of theCompanies Act, to establish the date on which the resolution shall be enactedand to determine the terms and conditions of the capital increase not agreed bythe extraordinary general meeting (EGM). Request for listing of new shares. TWO.- Conferral of authority to the board of directors, which may in turndelegate said authority, to formalise, correct, interpret and implement theresolutions adopted by the EGM. WARNING: The English version is only a translation of the original in Spanishfor information purposes. In case of a discrepancy, the Spanish originalprevails. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Bbva Ord