Banco Bilbao Vizcaya - Result of EGM

RNS Number:8506C
Banco Bilbao Vizcaya S.A.
18 December 1999





COMMUNICATION OF RELEVANT EVENT

Banco Bilbao Vizcaya S.A. notifies that the Extraordinary General Meeting, taken
place today in Bilbao, has agreed the following items:

1st.- Approval of the Merger Project and, in consequence, the merger by
absorption of Argentaria, Caja Postal y Banco Hipotecarlo, S.A., by Banco Bilbao
Vizcaya, S.A., with the correspondent dissolution without liquidation of the
first and its entire transfer of the social partimony from the absorbed society
to the absorbent one.  All, as it was said in the merger project subscribed by
the administrators of both societies, dated on the 19th October 1999, registered
on the following 22nd October in Vizcaya and Madrid Mercantile Registers.

Approval as merger balance sheet at 30th September 1999, checked by the Society
accounts Auditors.

2nd.- Increase the stock capital, as consequence of the previous merger
agreement, whose exclusive goal is to issue the necessary shares for the
exchange of the Argentaria, Caja Postal y Banco Hipotecarlo, S.A. shareholders'
shares, according to the exchange ratio content in the merger project, by
424,985,377.96 euros, through the issue of 817,279,573 new ordinary shares of a
nominal value of 0.52 each, being of the unique class and series that it exists
in the company, with the consequent modification of the By law 5th art.

3rd.- Application for the admission of the new shares to be authorized for
trading at the Bilbao, Madrid, Barcelona and Valencia Stock Exchanges via the
Stock Market Interconnection System (Continuous Market), as well as at the other
Stock Exchanges where the shares of Banco Bilbao Vizcaya, S.A. are actually
authorized for trading.

4th.- Modification of the By law 1st, 34th, 35th, 39th and 45th.  Also the
introduction of a Transition Provision, as it is established in the
administrators report put at disposal of the shareholders, according to which is
forseen in the Ley de Sociedades Anonlmas, after the announcement of the call.

As consequence of the 1st art. modification the company will operate under the
name of BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

5th. - After determining, within the limitations foreseen in the By law, that
the Board of Directors will be composed by thirty-three persons, it is agreed,
with effects at the inscription of this General Meeting agreements in the
Mercantile Register, the dismissal of all the members of the Banco Bilbao
Vizcaya, S.A. Board of Directors, naming, with effects from the effective former
dismissal, a new Board of Directors, composed by the following persons:

- D. Emilio de Ybarra y Churruca.
- D. Francisco Gonzalez Rodriguez.
- D. Pedro Luis Uriarte Santamarina.
- D. Gervasio Collar Zabaleta.
- D. Jose Domingo Ampuero y Osma.
- D. Jesus Ma Cainzos Fernandez.
- D. Eduardo Aguirre Alonso-Allende.
- D. Juan Carlos Alvarez Mezquiriz.
- D. Placido Arango Arias.
- D. Francisco Javier Aresti y Victoria de Lecea.
- D. Ramon Bustamante y de la Mora.
- D. Jose Caparros Perez.
- D. Alfonso Cortina de Alcocer.
- D. Juan Entrecanales Azcarate.
- D. Oscar Fanjul Martin.
- D. Ignaclo Ferrero Jordl.
- D. Javier Galverz Montes.
- D. Ramon Icaza Zabalburu.
- D. Luis Lezama-Legulzamon Dolagaray.
- D. Jose Llado Fernandez-Urrutia.
- D. Jose Maldonado Ramos.
- D. Gregorio Maranon y Bertran de Lls.
- D. Enrique Medina Fernandez.
- D. Ricardo Muguruza Gartelz.
- D. Antonio Patron Pederea.
- D. Alejandro Royo-Villanova Paya.
- D. Jose Ma San Martin Espinos.
- D. Jose Angel Sanchez Aslain.
- D. Jaume Tomas Sabate.
- D. Juan Urrutia Elejalde.
- D. Andrews Vilarino Maura.
- D. Fernando de Ybarra Lopez-Doriga.
- D. Luis Ma de Ybarra y Zubinia.

6th.- Subject the validity and effectiveness of the above mentioned agreements
under the suspensive conditions established in the merger project made by the
administrators of both societies, mentioned previously.

7th.- Delegate in the Board of Directors, with express sustitutive powers, to
execute the former agreements and implement other procedures demanded by the
regulations.

                                                



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