Banco Bilbao Vizcaya Argentaria 6-K 2007
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Banco Bilbao Vizcaya Argentaria, S.A. (BBVA), 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 CALL OF A GENERAL SHAREHOLDERS MEETING BBVA´s board of directors has agreed to convene an extraordinary general shareholders 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 same place and time, on June 21, on second call, according the attached agenda. EXTRAORDINARY GENERAL MEETING BILBAO, 21st JUNE 2007 AGENDA ONE.- Increase the Banco Bilbao Vizcaya Argentaria, S.A. capital by a nominal sum of €96,040,000.-, in an issue of 196,000,000 new ordinary shares, excluding pre-emptive subscription rights, in order to fund the acquisition of 100% of the shares representing the capital of the US company, Compass Bancshares, Inc. (“Compass”, which includes any legal successor), to be fully paid up through non-cash contributions. The issue price of the shares to be issued (nominal price plus issue premium) shall equal the closing price of the BBVA share on the trading day immediately prior to the closing date of said transaction to acquire Compass, at a minimum of €6.09 per share (higher than the net book value per share for the BBVA shares already in existence) and a maximum equivalent to the result of a 20% increase of the value allocated to the non-cash consideration of the Compass shares by the expert appointed by the Company Registry for the effects established under article 38 of the Companies Act, having subtracted the part of the consideration in money. To authorise the board of directors, pursuant to article 153.1.a) of the Companies Act, to establish the date on which the resolution shall be enacted and to determine the terms and conditions of the capital increase not agreed by the extraordinary general meeting (EGM). Request for listing of new shares. TWO.- Conferral of authority to the board of directors, which may in turn delegate said authority, to formalise, correct, interpret and implement the resolutions adopted by the EGM. 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.