BBVA INTERNATIONAL PREFERRED, S.A.
PART I – GENERAL PROVISIONS
ARTICLE 1 – NAME : This company shall be called “ BBVA INTERNATIONAL PREFERRED,
S.A. ” It shall be governed by the present bylaws, by the Spanish Companies Act, 22nd
December 1989 and by any other applicable legislation.
ARTICLE 2 – CORPORATE OBJECT : The sole object of the company is the issue of
preference securities and/or other financial instruments including any type of debt instrument, for
placement in domestic or international markets in accordance with the second additional section of
Act 13/1985 as provided in item 5 of the third additional section of Act 19/2003, 4th July, on the
legal framework for capital transfers and business transactions with foreign countries and particular
measures to prevent money laundering.
The company may perform the defined activities totally or partially, in an indirect manner, through
holdings in other companies.
Activities for which the law establishes special requirements that are not met by this company
are excluded. If the possession of a particular qualification, official appointment, academic
accreditation or membership of a professional association is necessary to carry
out any of the activities of which the corporate object is comprised, such activity shall only be
carried out on behalf of the company, in the form of a business activity by a person who holds such
qualifications or is a member of the association in question.
Activities for which the law establishes special requirements that are not met by this company,
are excluded. This especially applies to activities connected with mutual investment organisations
or with the securities market.
ARTICLE 3 – DURATION : The duration of the company shall be indefinite and it shall start
operating on the day the corresponding deed of incorporation is signed. Nonetheless the general
shareholders’ meeting (GSM) may at any time wind up, merge or divid