Bbva Ord Regulatory News (BVA)

TO THE NATIONAL SECURITIES

EXCHANGE COMMISSION (CNMV)

Banco Bilbao Vizcaya Argentaria, S.A.("BBVA") pursuant to the securities market legislation, hereby files the following:

RELEVANT EVENT

BBVA invites holders of the outstanding asset-backed securities (the "Securityholders") detailed in the annexed table (the "Senior Securities" and the "Mezzanine Securities" and, together, the "Securities", and each series of Securities referred to in the annexed table, a "Series") to tender their Securities for purchase by the Bank for cash. The Securities have been placed with qualified investors, both Spanish and international.

Capitalised terms used in this announcement but not defined have the meaning given to them in the Tender Offer Memorandum dated 20 June 2012.

Purchase price

The purchase of the Securities will be carried out under an unmodified Dutch-auction procedure. The purchase price that BBVA will pay Securityholders whose offers are accepted (each price, the "Purchase Price") will be equal to the price specified by Securityholders in their Tender Instructions.

Securityholders may, in respect of Senior Securities, make competitive and non-competitive offers with respect to the purchase price of the Securities, which may or may not be accepted by BBVA. In the non-competitive offers related to the Senior Securities, the Minimum Purchase Price will be considered to be the purchase price specified by Securityholders.

In respect of Mezzanine Securities, BBVA will be able to accept offers from the lowest purchase price tendered to the highest purchase price tendered.

As the Purchase Price applicable to each Securityholder who validly submits a tender which is accepted by BBVA is determined by reference to the relevant purchase price specified by such Securityholder in its Tender Instruction, the Purchase Price payable to each such Securityholder will not necessarily be the same.

Each Securityholder whose Securities have been validly tendered and accepted for purchase by BBVA will also receive an accrued interest payment in respect of any accrued but unpaid interest on the relevant Securities from (and including) the immediately preceding interest payment date for such Securities until (but excluding) the Settlement Date.

Acceptance Amount

BBVA will have absolute discretional powers to decide whether the Securities offered are or are not purchased, pursuant to the terms established in the Tender Offer Memorandum. BBVA may decide not to purchase any of the Securities. Likewise and in particular, BBVA reserves the right to purchase a maximum number of Securities per issue as a function of the offers received. In determining the acceptance of the offers received BBVA´s consideration will be the relationship between the price at which the Securities are being offered versus the underlying risk of the Securities.

General

Securityholders may submit their offers from 20th June 2012 until 17:00 hours (CET) on 27th June 2012. BBVA will announce the results on 28th June 2012. The expected Settlement Date for the Invitations is 2nd July 2012. BBVA may, in its sole discretion, extend, re-open, amend, revoke or terminate any Invitation at any time as provided in the Tender Offer Memorandum.

The Invitations are being made as part of BBVA´s active management of its outstanding liabilities and capital and are designed to provide liquidity to Securityholders. BBVA expects the execution of the Invitations to have a positive impact on its capital structure, with the objective of enhancing the levels of BBVA´s capital provisioning and, in particular, the solvency position of the Group.

The terms and conditions of the Invitations, governed by Spanish Law, are contained in the Tender Offer Memorandum dated 20 June 2012. The Tender Offer Memorandum is available to Securityholders from the tender agent, Lucid Issuer Services Limited (the "Tender Agent"), whose contact information appears below. Securityholders are advised to read carefully the mentioned Tender Offer Memorandum.

The Dealer Managers will be Banco Bilbao Vizcaya Argentaria, S.A., Barclays Bank PLC, HSBC Bank plc and Société Générale.

If you need further information on the Invitations, please contact the Tender Agent: at the following email address: bbva@lucid-is.com /+44 (0) 20 7704 0880, Attention of: David Shilson / Paul Kamminga.

Madrid, 20th June 2012

Disclaimer: Neither the Invitations nor the Tender Offer Memorandum constitute a securities offer or an offer to purchase securities pursuant to the Securities Exchange Act, Royal Decree 1310/2005, 4th November, and Royal Decree 1066/2007. Thus, neither the Invitations nor the Tender Offer Memorandum are subject to filing at the CNMV (securities exchange authority). The Invitations are not implemented in any jurisdiction where this is not permited under its applicable legislation, and in particular, does not constitute an offer to purchase securities or a request to receive offers for sale from any US Person, person that is in or resides in the United States of America, its territories and possessions (including Puerto Rico, the Virgin Islands of the United States,, Guam, American Samoa, the Wake Island and the North Mariana Islands) (the "United States"), any of the states in the United States or the District of Columbia, nor does it constitute an offer or request addressed to any address in the United States. The Invitations are subject to other restrictions applicable to it, which are given in detail in the Tender Offer Memorandum.