86KM Sg Issuer 26

RNS Number:7976A
Banco Bilbao Vizcaya S.A.
12 November 1999



REPORT OF RELEVANT EVENT

The  Board of Directors of the Banco Bilbao Vizcaya, S.A., in their
meeting  dated  November, 12 of 1999, taken place in Madrid, have
reached the following agreements:

1. To convene an Extraordinary General Meeting of the society  to  take
place  on  December, 17 of 1999 at 12:30h., as the first call and, if
necessary, the following day at the same time, as the second  call, in
the Palacio Euskalduna of Bilbao, for the purpose of  deliberating and
deciding about the following schedule:

First.- To approve the Merger Plan subscribed by the administrators of
both societies dated on October, 19 1999 and, as a consequence, the merger by
absorbing of ARGENTARIA, CAJA POSTAL Y BANCO HIPOTECARIO, S.A., by BANCO BILBAO
VIZCAYA, S.A., approving the merger balance sheet, closed at September, 30 of
1999.

Second.- Amplification  of the Stock Capital of BANCO BILBAO VIZCAYA,
S.A., in the amount of 424,985,377.96 euros, through the issue of  817,279,573
ordinary shares of 0.52 euros of nominal value, in  order to attend to the share
exchange arised from the merger, the consequent modification of the By-law 5th
article, and the confering of faculties to execute the agreement.

Third.- Application for the admission of the new shares to be negociated
in the Stock Exchange Markets of Bilbao, Madrid, Barcelona and Valencia through
the Continuous Market Sistem and in the Stock Exchange Markets of New York,
London, Milan, Frankfurt and Zurich.

Fourth.- Modification  of the By-law lst article (social name), 34th (number 
and  counsellor elections), 35th (counsellor  condition requirements), 39th (the
President faculties) and 45th (creation and composition  of  the  Permanent
Delegated Committee,  Comision  Delegada Permanente), also the introduction of a
Temporary Provision (in order to regulate  the  administration of the society as
result of  the  merger, during  the  temporary period which is foreseen in the 
Merger  Plan  and other cautions which are content in this Plan).

Fifth.- Determination  of the number of members in the Board of Directors,
retirement and designations of the administrators.

Sixth.- Reference of the validity and efficacy of the agreements before the
suspensive conditions of the obtaining of the pertinent administrative
authorizations and of the adoption of the merger agreement by ARGENTARIA, CAJA
POSTAL Y BANCO HIPOTECARIO, S.A.

Seventh.- Delegation of faculties for the execution of the former agreements.

According with which is said in the By-law 24th article, the following rule
of delegation for the correspondent attendance card is approved: "The
shareholder whom the following card has been issued, gives his representation
for this General Meeting to the share holder Mr-----------, with voting
instructions in favor of the scheduled proposals and others that could arise
with validity, in the same sense proposed by the Board of Directors, except if
another thing is proposed after...".

To authorize indistingly or jointly liably to Mr. Emilio Ybarra y Churruca and
Mr. Jose Maria Concejo Alvarez, Board of Directors' President and their
Secretary, respectively, in order to making and publishing the correspondent
announcements of callings with the contents and the way according to the law.

2. To approve the establishment of an attendance bonus which will benefit to the
shareholders who attend, through their presence or through a representant to the
General Meeting which the former agreement is referent, being the bonus of 0.018
euros, equivalent to gross 2,949 pesetas per share, this will be credited to
those who assure the right of perception through the organizations that belong
to the Securities Settlement and Liquidation Service.

7. According to what is foreseen in the Merger Plan and subscribed by the
administrators of BANCO BILBAO VIZCAYA, S.A. and ARGENTARIA, CAJA POSTAL Y BANCO
HIPOTECARIO, S.A., and after doing the indications foreseen by this latest
society, as result of the letter forwarded by Mr. Francisco Gonzalez
Rodriguez, it is agreed to propose to the Shareholder General Meeting,
mentionated in the first agreement of this session, the naming as new members of
the Board of Directors of BANCO BILBAO VIZCAYA ARGENTARIA, S.A., (until the
moment of registration of the merger script in the Mercantile registry, BANCO
BILBAO VIZCAYA, S.A.) of the following persons:


*  D. EMILIO DE YBARRA Y CHURRUCA 
   PRESIDENTE

*  D. FRANCISCO GONZALEZ R0DRIGUEZ 
   PRESIDENTE

*  D. PEDRO LUIS URIARTE SANTAMARINA
   VICEPRESIDENTE Y CONSEJERO DELEGADO

*  D. GERVASIO COLLAR ZABALETA 
   VICEPRESIDENTE

*  D. JOSE DOMINGO AMPUER0 OSMA 
   VICEPRESIDENTE

*  D. JESUS MARIA CAINZOS FERNANDEZ 
   VICEPRESIDENTE

*  D. EDUARDO AGUIRRE ALONSO-ALLENDE 
   VOCAL

*  D. JUAN CARLOS ALVAREZ MEZQUIRIZ
   VOCAL

*  D. PLACIDO ARANGO ARIAS
   VOCAL

*  D. FRANCISCO JAVIER ARESTI Y VICTORIA DE LECEA 
   VOCAL

*  D. RAMON BUSTAMANTE Y DE LA MORA 
   VOCAL

*  D. JOSE CAPARROS PEREZ
   VOCAL

*  D. ALFONSO CORTINA DE ALCOCER
   VOCAL

*  D. JUAN ENTRECANALES AZCARATE,
   VOCAL

*  D. OSCAR FANJUL MARTIN
   VOCAL

*  D. IGNACIO FERRERO JORDI
   VOCAL

*  D. JAVIER GALVEZ MONTES
   VOCAL

*  D. RAMON ICAZA ZABALBURU
   VOCAL

*  D. LUIS LEZAMA-LEGUIZAMON DOLAGARAY 
   VOCAL

*  D. JOSE LLADO FERNANDEZ-URRUTIA
   VOCAL

*  D. JOSE MALDONADO RAMOS
   VOCAL - SECRETARIO DEL CONSEJO

*  D. GREGORIO MARANON Y BERTRAN DE LIS 
   VOCAL

*  D. ENRIQUE MEDINA FERNANDEZ
   VOCAL

*  D. RICARDO MUGURUZA GARTEIZ 
   VOCAL

*  D. ANTONI0 PATRON PEDRERA 
   VOCAL

*  D. ALEJANDR0 ROYO-VILLANOVA PAYA 
   VOCAL

*  D. JOSE MARIA SAN MARTIN ESPINOS 
   VOCAL

*  D. JOSE ANGEL SANCHEZ ASIAIN
   VOCAL

*  D. JAUME TOMAS SABATE
   VOCAL

*  D. JUAN URRUTIA ELEJALDE 
   VOCAL

*  D. ANDRES VILARINO MAURA 
   VOCAL

*  D. FERNANDO DE YBARRA LOPEZ-DORIGA 
   VOCAL

*  D. LUIS MARIA DE YBARRA Y ZUBIRIA 
   VOCAL


8. According to which is foreseen in the article 216 of the Ley de Sociedades 
Anonimas, and following what it is said about Account Statements, it is agreed
to credit an interim dividend referred to the financial yearl999 profits, for an
amount of 0.0556 euros or 9.25 pesetas per share. That dividend will be credited
on December, 10 of 1999 and on January, 10 of 2000 another will be credited for
an amount of 0.1073 euros or 17.85 pesetas per share.

With  reference to the bonus for the attendance approved in the second
agreement,  it is important to highlight that this bonus and the one for
the  Argentaria shareholders are going to be equivalent,  according  to
the  share  exchange of 5 BBV shares for 3 Argentaria share.  Furthermore,
BBV  shareholders  will receive 3 pesetas per share, i.e.  2  cents  of
euro  approximately, while Argentaria shareholders will receive 5 pesetas
per  share,  i.e. 3 cents of euro. Therefore, the owner of 5 BBV  shares
will  receive  the same amount that the owner of 3 Argentaria  share,  15
pesetas or 9 cents of euro, approx.

   
END

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Sg Issuer 26 (LSE:86KM)
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Sg Issuer 26 (LSE:86KM)
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De Ene 2024 a Ene 2025