UNITED STATES SECURITIES AND EXCHANGE

COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February, 2017

Commission file number: 1-10110

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

(Exact name of Registrant as specified in its charter)

BANK BILBAO VIZCAYA ARGENTARIA, S.A.

(Translation of Registrant’s name into English)

Calle Azul, 4

28050 Madrid

Spain

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F         X                         Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes                                  No         X

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes                                  No         X

TO THE CNMV (SECURITIES EXCHANGE COMMISSION)

Banco Bilbao Vizcaya Argentaria, S.A. (BBVA), in compliance with the Securities Exchange legislation, hereby files the following

RELEVANT INFORMATION

BBVA, pursuant to the Corporate Enterprises Act, sends the full text of the Notice of Meeting of BBVA’s Annual General Meeting of Shareholders, to be held in Bilbao, at Palacio Euskalduna, foreseeably at second summons on 17 March 2017, which has been published today on the daily press and on BBVA’s website: www.bbva.com.

In addition, the full texts of the proposed resolutions are enclosed herewith.

The directors’ reports on the items of the agenda that require them and the remaining documents related to the Annual General Meeting are available on BBVA’s website: www.bbva.com.

Madrid, 14 February 2017

ANNUAL GENERAL MEETING OF SHAREHOLDERS

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

BILBAO, 17 MARCH 2017

ANNOUNCEMENT

The Board of Directors of Banco Bilbao Vizcaya Argentaria, S.A. (hereinafter the “Company”, “BBVA” or the “Bank”), at its meeting held on 9 February 2017, agreed to call the Company’s Annual General Meeting of Shareholders, which will be held in Bilbao at Palacio Euskalduna, calle Abandoibarra nº 4, on 16 March 2017, at 12:00 hours on first summons, and in the same place and at the same time on 17 March 2017 on second summons, in accordance with the following:

AGENDA

ONE.- Annual accounts, profit allocation and corporate management:

TWO.- Adoption of the following resolutions regarding the re-election of members to the Board of Directors:

Pursuant to paragraph 2 of article 34 of the Company Bylaws, determination of the number of directors at the number resulting from the resolutions adopted under this item on the agenda, which well be reported to the Annual General Meeting for all due purposes.

THREE.- Increase the share capital by issuance of new ordinary shares, each with a nominal value of €0.49, without issue premium and of the same class and series as the shares currently outstanding, to be charged to voluntary reserves, to implement the shareholder remuneration system called “Dividend Option” and to adapt the wording of the Company Bylaws to the new figure of the resulting share capital. Possibility of under subscription. Commitment to purchase shareholder’s free allocation rights at a guaranteed fixed price. Request for listing. Conferral of powers upon the Board of Directors.

FOUR.- To confer authority on the Board of Directors, with powers to delegate such authority, to increase share capital, for a five-year period, up to a maximum amount corresponding to 50% of the share capital, conferring authority in turn to exclude pre-emptive subscription rights, albeit limited to no more than 20% of the Bank’s share capital in the terms described in the proposed resolutions, and to amend the corresponding article of the Company Bylaws.

FIVE.- To confer authority on the Board of Directors, with powers to delegate such authority, to issue securities convertible into Company shares, for a five-year period, up to a maximum of eight billion euros (€8,000,000,000), conferring authority in turn to exclude pre-emptive subscription rights over such securities issues, albeit limited to no more than 20% of the Bank’s share capital, in the terms described in the proposed resolutions, as well as to increase the share capital in the amount necessary and to amend the corresponding article of the Company Bylaws.

SIX.- Approval of the Remuneration Policy for Directors of Banco Bilbao Vizcaya Argentaria, S.A., which includes the maximum number of shares to be delivered as a result of its execution.

SEVEN.- Approval of the group of employees to whom the maximum limit of variable remuneration of up to 200% of the fixed component of their total remuneration is applicable.

EIGHT.- Appointment of the auditors of the accounts of Banco Bilbao Vizcaya Argentaria, S.A., and its consolidated Group for 2017, 2018 and 2019.

NINE.- Conferral of authority on the Board of Directors, which may in turn delegate such authority, to formalize, correct, interpret and implement the decisions adopted by the General Meeting.

TEN.- Consultative vote on the Annual Report on the Remuneration of Directors in Banco Bilbao Vizcaya Argentaria, S.A.

SUPPLEMENT TO THE NOTICE OF MEETING AND PRESENTATION OF PROPOSED RESOLUTIONS

Pursuant to the Corporate Enterprises Act, shareholders representing at least three per cent of the share capital, may: (i) request the publication of a supplement to the Notice of Meeting for the General Meeting, including one or more items on the agenda, provided that the new items are accompanied by substantiation or, as appropriate, a substantiated proposed resolution; and (ii) submit substantiated proposals for resolutions on matters already included or that should be included on the agenda.

These rights must be exercised by duly certified notice to the Company, which must be received at the registered office at Plaza de San Nicolás nº 4, 48005, Bilbao, within five days following publication of this Notice of Meeting.

ATTENDANCE

Under the Company Bylaws, holders of 500 or more shares are entitled to attend the General Meeting when these shares are on record in the corresponding accounting ledger at least five days before the date on which the General Meeting is to be held.

As the General Meeting will foreseeably be held on second summons, for the purposes of article 517 of the Corporate Enterprises Act, it is hereby stated that the deadline by which shareholders must have registered their shares in their name will be no later than 12 March 2017.

The Company will issue a nominative card to each shareholder entitled to attend, giving them access to the venue where the General Meeting is to be held. This will indicate the number of shares they hold. Requests may be sent to the Shareholder Helpdesk, submitted over the Company website (www.bbva.com), or presented at any BBVA branch office.

Holders of fewer shares may group together until they have at least the required number, though they must apply for a group card from any BBVA branch office.

For the purpose of ascertaining the identity of the shareholders or of their representatives at the entrance to the building where the General Meeting is to be held, attendees may be asked to present their attendance card and documents proving their condition of representative and their National Identity Document or any other official document generally accepted for identification purposes.

REMOTE VOTING AND PROXY

WRITTEN VOTE AND PROXY

Shareholders not personally attending the General Meeting may vote remotely, using the voting form included in the attendance card, which can be requested and delivered at any BBVA branch office.

Shareholders wishing to vote by post may apply to the Company, as from the date of publication of this announcement, through the Shareholder Helpdesk or at any BBVA branch, requesting the issue of a document for postal voting in their name. Once completed according to its instructions and within the deadlines it establishes, it must be sent by registered post with acknowledgment of receipt to the Shareholder Helpdesk at C/ Azul 4, 28050 Madrid, to be processed and counted.

In order to process remote votes, these must be received at least 24 hours prior to the date on which for the Annual General Meeting is to be held on first summons. Any votes arriving later than this will not be counted.

Any shareholder entitled to attend may be represented by another person, who need not necessarily be a shareholder. Proxy must be conferred using the proxy form included in the attendance card and may be sent to the Company by any of the means set out in this section.

ELECTRONIC VOTE AND PROXY

The electronic vote and proxy rights must be exercised through the Bank’s website (www.bbva.com). To do so, the shareholders must follow the rules and instructions shown in the “2017 Annual General Meeting” section on that website.

In order to guarantee their identity, shareholders wishing to vote or confer proxy electronically must obtain a password on the Company website (www.bbva.com) and follow the instructions in “2017 Annual General Meeting/Electronic Vote and Proxy” section. In order to obtain the password, shareholders will need to prove their identity in the following ways:

a)         Electronic DNI (Spanish ID Card);

b)         “BBVA.es” (for shareholders who are users of online banking); or

c)         Request accreditation (for shareholders who are not “BBVA.es” online banking users and shareholders that are legal entities), following the instructions on the website.

Once shareholders have their password, they may vote and confer proxy prior to the Annual General Meeting in “2017 Annual General Meeting/Electronic Vote and Proxy” section on the Company website (www.bbva.com) from 24 February 2017 and until 12:00 hours of the day before the General Meeting is held on first summons, i.e. until 12:00 hours midday on 15 March 2017. To do so, they must complete the forms and follow the instructions contained therein.

SUSPENSION OF ELECTRONIC SYSTEMS

The Company reserves the right to modify, suspend, cancel or restrict the mechanisms for electronic vote and proxy when this becomes necessary or advisable for technical or security reasons.

The Company will not be liable for damages that may be caused by overload, breakdowns, collapsed lines, connection faults or similar events not attributable to it that may temporarily prevent use of the electronic voting or proxy systems.

REVOCATION OF VOTE OR PROXY

Shareholders’ personal attendance at the Annual General Meeting will revoke any proxy or vote sent in before the Meeting.

Proxy may always be revoked through the same means used to confer it.

RIGHT TO INFORMATION

Until the fifth day before the date for which the General Meeting is scheduled, shareholders may request directors for any information or clarifications that they deem necessary or submit written queries regarding matters on the agenda, information accessible to the public as provided by the Company to the CNMV (Spain’s National Securities Market Commission) since the last session of the General Meeting and regarding the auditor’s report.

Shareholders wishing to exercise their right to information may do so in writing, sending their communications to the Shareholder Helpdesk at C/ Azul 4, 28050 Madrid; or by email, in the “Right to Information” section on the “2017 Annual General Meeting” page of the Company website (www.bbva.com), following the instructions therein.

One this announcement is published, any shareholder may examine at the registered office, at Plaza de San Nicolás number 4, Bilbao, or on the Company website (www.bbva.com) in the “General Meeting 2017” section, the full texts of the proposed resolutions that will be submitted for approval of the General Meeting and the directors’ reports on the agenda items requiring them; the annual accounts and management reports, both individual and consolidated, which will be submitted to the General Meeting to approval, together with the respective reports from the auditors; the annual corporate governance report for the year 2016; the curriculum, the category (status) and the mandatory proposals and reports on the re-election of directors proposed on item Two; the text of the Remuneration Policy of Directors of BBVA which approval is proposed under item Six, together with the corresponding report of the Remuneration Committee; The report of the Governing Body’s recommendations on the proposal on item Seven; and the Annual Report on BBVA Directors’ Remuneration. Likewise, the reports of directors on the proposals under item Three, Four and Five are made available to shareholders, as well as other legal documentation regarding the General Meeting. Shareholders may request all the above mentioned documents be delivered or sent to them immediately and free of charge.

Likewise, once this notice has been published and until the Annual General Meeting is held, all documents and information regarding the Annual General Meeting will be available on the Company website (www.bbva.com), in the “2017 Annual General Meeting” section.

ONLINE SHAREHOLDER FORUM

Pursuant to section 539.2 of the Corporate Enterprises Act, BBVA has established an Online Shareholder Forum for the Annual General Meeting on the Company website (www.bbva.com) for the legally established purpose, to which individual shareholders and associations of shareholders authorized to do so may access with due guarantees.

Shareholders may use the Forum to publish proposals they wish to submit as supplements to the agenda announced in the Notice of Meeting; requests to second these proposals, and initiatives to achieve the threshold percentage of votes required to exercise the minority right established by law. They may also post offers of or calls for voluntary proxy. To such end they must follow the instructions that the Bank has published on its corporate website (www.bbva.com).

The Forum is not a communications channel between the Company and its shareholders and is only established to facilitate communication among BBVA shareholders prior to the Annual General Meeting.

To access and use the Forum, shareholders must have a password, which they can obtain via the Company website (“www.bbva.com), following the instructions given in the “2017 Annual General Meeting/Online Shareholder Forum” section.

GENERAL INFORMATION

Shareholders may consult the General Meeting Regulations on the Company website (www.bbva.com) regarding aspects related to the General Meeting that are not contained in this announcement.

In addition, for additional information, shareholders may contact the Shareholder Helpdesk at C/ Azul 4, 28050 Madrid, between 9 am and 6 pm from Monday to Friday; or via Shareholder Helpline at 902-200-902, between 8 am and 10 pm from Monday to Friday; or by sending an email to the mailbox [email protected].

NOTARY PUBLIC AT THE GENERAL MEETING

The Board of Directors has resolved to require the presence of a notary public to record the minutes of the Annual General Meeting, pursuant to article 203 of the Corporate Enterprises Act and article 101 of the Commercial Registry Regulations.

PERSONAL DATA PROCESSING

Personal data regarding the shareholders’ exercise of the rights to attend, receive information, vote, participate in the Online Shareholder Forum and any other data necessary to comply with other legal obligations stemming from the announcement and holding of the General Meeting will be added to the shareholders file for which the Company is responsible. This data will be processed by the Company to manage the development, compliance with, and control of the shareholder relationship with respect to the announcement, holding and communication of the General Meeting. This data will be communicated to the Notary in relation to the certification and putting on record of the Meeting and may be provided to third parties in the exercise of the right to information provided for by law, or be made accessible to the general public insofar as it appears in the documentation that is available on the website (www.bbva.com) or is made public at the General Meeting, the holding of which may be recorded by audiovisual means and disclosed publicly on said website. The assistant accepts, when attending the General Meeting, the recording and publication. of himself/herself and also that his/her image will be incorporated into the shareholders file owned by the Company in order to manage the audiovisual recording and public dissemination of the General Meeting.

Individuals whose personal data appears on this file have the right to access, rectify, cancel or challenge their own data, as established under prevailing legislation, by rending a letter to the Shareholder Helpdesk (Oficina de Atención al Accionista) at C/ Azul 4, 28050 Madrid or sending an email to “[email protected]”.

The shareholder must inform his/her representative of the particulars contained in the above paragraphs and fulfill any other requirements that may apply to ensure proper assignment of the personal data to the Company, without the Company having to complete any additional formality in terms of information or consent.

NOTE

THE GENERAL MEETING WILL FORESEEABLY BE HELD ON SECOND SUMMONS ON 17 MARCH 2017 AT THE INDICATED TIME AND PLACE, UNLESS SHAREHOLDERS ARE OTHERWISE NOTIFIED THROUGH THE DAILY PRESS OR THE COMPANY WEBSITE (www.bbva.com).

Bilbao, 14 February 2017, the Company Secretary & Secretary of the Board of Directors.

To authorize the Chairman, Mr. Francisco González Rodríguez, the Secretary General and of the Board, Mr. Domingo Armengol Calvo, and the Deputy Secretary of the Board, Ms. María del Rosario Mirat Santiago, indistinctively and with powers of substitution, to deposit the individual and consolidated annual accounts, management reports and audit reports corresponding to the Bank and its Group, and to issue the corresponding certificates pursuant to articles 279 of the Corporate Enterprises Act and 366 of the Commercial Registry Regulations.

In this item on the agenda, after receiving a favorable report from the Appointments Committee, the re-election of José Manuel González-Páramo Martínez-Murillo as member of the Board of Directors, for the statutory term of three years, in his capacity as executive director, is submitted to the General Meeting.

It is also submitted to the General Meeting, with the favorable report of the Appointments Committee, the re-election of Carlos Loring Martínez de Irujo and Susana Rodríguez Vidarte as members of the Board of Directors, for the statutory term of three years, with the status of external directors.

Finally, following the proposal made to the Board of Directors by the Appointments Committee, it is proposed that the General Meeting re-elects, for the statutory term of three years, Tomás Alfaro Drake and Lourdes Máiz Carro, as members of the Board of Directors, with the status of independent directors.

Each proposed re-election is accompanied by an explanatory report by the Board of Directors, as required by article 529 decies of the Corporate Enterprises Act and, in the case of the proposed re-election of Mr. González-Páramo, Mr. Loring Martínez de Irujo and Ms. Rodríguez Vidarte, accompanied by the favorable report of the Appointments Committee. These reports are made available to the shareholders since the notice of the Annual General Meeting is published.

Consequently, it is proposed that the General Meeting:

Pursuant to paragraph 2 of article 34 of the Company Bylaws, determination of the number of directors at the number resulting from the resolutions adopted under this item on the agenda, which will be reported to the Annual General Meeting for all due purposes.

The possibility of incomplete subscription of the capital increase is expressly provided for as required by article 311 of the Corporate Enterprises Act. Should the increase be undersubscribed, the share capital will be increased for the amount actually subscribed.

The number of new ordinary shares to be issued will be the result of the following formula, rounding down to the next whole number:

where:

NOS (number of old shares) is the total number of BBVA shares, in which the share capital is divided on the date of the resolution to implement the capital increase; and

NAR (number of allocation rights) is the number of rights of free allocation necessary to be assigned one new share. This will be determined by the following formula, rounding up to the next whole number:

where:

RP (reference price) is the reference trading price of BBVA shares for the purpose of this capital increase. This will be the arithmetic mean of the average weighted price of BBVA shares traded on the Spanish SIBE electronic trading platform over five (5) trading days prior to the date of the resolution implementing the capital increase, rounded off to the nearest one-thousandth of a euro. In the event of a half of one-thousandth of a euro, this will be rounded up to the nearest one-

thousandth. In no event can the RP be less than the nominal value of the Company shares. Therefore, if the result of the calculation is less than €0.49, the RP will be €0.49;

RMV is the maximum reference market value of the capital increase, which cannot exceed €900,000,000.

A certain number of rights (NDA) will be necessary to receive one new share. In order to ensure that all free allocation rights can be effectively exercised and the number of new shares is a whole number, BBVA or a Group subsidiary will waive the corresponding number of its free allocation rights to which they would have been entitled.

The rights of free allocation will be transferrable under the same conditions as the shares from which they derive and may be traded on the market during the period determined in accordance with article 503 of the Corporate Enterprises Act.

At the end of the trading period for the free allocation rights, the new shares that cannot be assigned will be held in deposit and made available to whoever can evidence its lawful ownership. After three years, any new shares that are still pending allocation can be sold on behalf of the interested parties, in accordance with article 117 of the Corporate Enterprises Act. The net amount of such sale shall be held available to the parties concerned in the manner established by applicable legislation.

The price, in gross terms, at which BBVA will undertake to acquire each right of free allocation will be calculated by the following formula (rounding off to the closest one-thousandth of a euro and, in the event of a half of a thousandth of a euro, by rounding up to the next whole thousandth):

BBVA’s commitment to acquire rights of free allocation at the price resulting from the aforementioned formula will remain in force and can be exercised by whoever is entitled to do so during a period to be determined, within the trading period for such rights.

For this purpose, it is agreed to authorise the Bank to acquire such rights of free allocation, always complying with the legal applicable limits.

For any legal purposes, it is hereby expressly stated that should a request be made subsequently to delist BBVA shares, the Bank will comply with all the formalities required by applicable legislation.

Company Bylaws, empowering it to delegate this authority on the Executive Committee with express powers to delegate it in turn; on the Chairman of the Board; on the Chief Executive Officer; on any other Company director; and empower any proxy of the Company, to set the date on which the resolution to increase capital will be carried out, which will be determined in compliance with the provisions of this resolution, within one (1) year from the date of approval of this resolution, and to determine the new wording applicable to the Company Bylaws regarding the total amount of share capital and the number of shares comprising it.

Pursuant to article 30.c) of the Company Bylaws, the Board of Directors may refrain from executing the present capital increase in view of market conditions, the circumstances of the Bank or a social or economic fact or event that makes the action unadvisable. In such case, it will report on this to the first General Meeting of Shareholders held following the end of the period established for execution.

Likewise, it is resolved to confer authority on the Board of Directors, also pursuant to article 297.1.a) of the Corporate Enterprises Act, and also empowering it to delegate the authority on the Executive Committee, with express faculties to delegate it in turn; on the Chairman of the Board; on the Chief Executive Officer; on any other Company director; and empower any proxy of the Company, to establish the conditions of the capital increase insofar as these are not covered in the foregoing articles and, in particular, on the following list which does not constitute a limitation or restriction of any kind:

One.- To confer authority on the Board of Directors of Banco Bilbao Vizcaya Argentaria, S.A. (the “Company” or the “Bank”) , as broad as necessary by law, to increase the Company’s share capital, subject to provisions in the law and in the Company Bylaws that may be applicable at any time and prior obtaining of the authorisations that may be necessary to such end, within the legal term of five (5) years to be counted as from the date on which this resolution is adopted, up to the maximum amount corresponding to 50% of the Bank’s share capital at the time of this authorisation.

Likewise, to confer authority on the Board of Directors, as broad as necessary by law, such that, in the manner it deems most appropriate, it may:

It is expressly recognised that the Company is subject to any rules existing now or in the future regarding negotiation, and especially trading, listing and delisting of the securities, and the commitment that, should application be made for subsequent delisting of the securities, this will be adopted pursuant to the formal requirements under applicable regulations.

The above notwithstanding, the power to exclude pre-emptive subscription rights will be limited, such that the nominal amount of the capital increases resolved or effectively carried out with the exclusion of pre-emptive subscription rights in use of this authority and those that may be resolved or carried out to cover the conversion of Mandatory Convertible Issues that may equally be made with the exclusion of pre-emptive subscription rights in use of the authority delegated under the following agenda item five of this General Meeting (without prejudice to anti-dilution adjustments) may not exceed the nominal maximum overall amount of 20% of the Bank’s share capital at the time of this authorisation.

Two.- To repeal the authority conferred by the Annual General Meeting of Shareholders held on 16 March 2012, under its agenda item three, in the unused part.

Three.- In relation to the foregoing resolutions, to empower the Board of Directors to delegate the authority to the Executive Committee (in turn, with express powers to delegate such authority); to the Chairman of the Board of Directors; to the Chief Executive Officer; to any other Director; and to any other person the Board may expressly empower for such purpose; with respect to the delegations and the powers conferred under the above resolutions.

One.- To confer authority on the Board of Directors of Banco Bilbao Vizcaya Argentaria, S.A. (the “Company” or the “Bank”), as broad as necessary by law, to issue securities convertible into newly issued Company shares, subject to provisions in the law and in the Company Bylaws that may be applicable at any time and, where appropriate, prior obtaining of the authorisations that may be necessary to such end. The Board of Directors may make issues on one or several occasions within the maximum term of five (5) years to be counted as from the date on which this resolution is adopted, up to the maximum overall amount of eight billion euros (€8,000,000,000) or its equivalent in any other currency.

Likewise, to confer authority on the Board of Directors, as broad as necessary by law, such that, in the manner it deems most appropriate, it may:

distinguishing between: (a) perpetual issues or issues with no conversion and/or redemption deadline whose conversion is contingent, envisaged to meet regulatory requirements for the eligibility of the securities issued as capital instruments pursuant to solvency rules applicable at any time (“Contingent Convertible Issues - CoCos”); and (b) the rest of the convertible securities issues made under this resolution, including, by way of example and not limited to those issues with a predetermined mandatory conversion deadline (which may be on maturity or at any other time) or that are convertible at the option of the issuer and/or the investor, the total or partial nature of that conversion being determined by the Company, the securities holders or both (“Mandatory Convertible Issues”).

Should the issue be made with a fixed conversion ratio, the Company share price used for the conversion may not be lower than the greater of (a) the arithmetic mean of the closing prices of the Company share on the securities market or exchange that the Board of Directors determines, during the period it establishes, which may not be more than three months or less than fifteen trading sessions prior to the date on which the specific issue of convertible securities is approved; and (b) the closing price of the Company share on the securities market or exchange that the Board of Directors determines, the date prior to the date on which the specific issue of convertible securities is approved.

Should the issue be made with a variable conversion ratio, the Bank share price used for the conversion must be the arithmetic mean of the closing prices of the Company share on the securities market or exchange that the Board of Directors determines, during the period it establishes, which may not be more than three months or less than five trading sessions prior to the date on which the specific issue of convertible securities is approved. In such case a premium or, where appropriate, a discount may be established on the price per share, although should an issue discount be established on the price per share, it may not exceed 30%. The premium or discount may be different for each conversion date on each of the issues or tranches. Likewise, even if a variable conversion ratio is established, a minimum and/or maximum reference price may be determined for the shares to be used in the conversion, in the terms resolved by the Board of Directors.

Subject to whatever others limits may be applicable under prevailing regulations at any time, the value of the Company share for the purpose of the ratio for converting the securities into shares may not be below the nominal value of the Company share at the time of conversion, and securities may not be converted into shares when the nominal value of the securities is below that of the shares.

Likewise, the valuation for conversion of securities into shares will be for their nominal value and may or may not include interest accrued but unpaid at the time of their conversion.

It is expressly recognised that the Company is subject to any rules existing now or in the future regarding negotiation, especially trading, listing and delisting of the securities, and the commitment that, should application be made for subsequent delisting of the securities or shares, this will be adopted pursuant to the formal requirements under applicable regulations.

Should the issue be convertible and exchangeable, the Board of Directors may establish that the Company reserves the right at any time to choose between converting the securities into newly issued Company shares or exchanging them for shares already issued. It may also resolve to deliver a combination of newly issued shares and already issued shares, providing it respects the equitable treatment of all holders of the securities that are being converted and/or exchanged on the same date.

However, for Mandatory Convertible Issues, the power to exclude pre-emptive subscription rights will be limited to ensure the nominal amount of the capital increases resolved or carried out to cover the conversion of the Mandatory Convertible Issues in use of this authority (without prejudice to anti-dilution adjustments) with exclusion of pre-emptive subscription rights and of those likewise resolved or carried

out with exclusion of pre-emptive subscription rights in use of the authority conferred under this General Meeting’s agenda item four above, do not exceed the maximum nominal amount, overall, of 20% of the Bank’s share capital at the time of this authorisation, this limit being not applicable to Contingent Convertible Issues - CoCos.

Two.- To repeal the authority conferred by the Annual General Meeting of Shareholders, held on 16 March 2012, under its agenda item five, in the unused part.

Three.- In relation to the foregoing resolutions, to empower the Board of Directors to delegate the authority to the Executive Committee (in turn, with express powers to delegate such authority); to the Chairman of the Board of Directors; to the Chief Executive Officer; to any other Director; and any other person the Board of Directors may expressly empower for such purpose; with respect to the delegations and the powers conferred under the above resolutions.

Approve, pursuant to Article 529 novodecies of the Corporate Enterprises Act, the Remuneration policy for directors of Banco Bilbao Vizcaya Argentaria, S.A., for the years 2017, 2018 and 2019. The text of this policy has been made available to shareholders, together with all other documentation pertaining to the General Meeting, as of the date on which the Meeting was called. It includes a request for a maximum number of three million shares to be delivered to the executive directors as a result of its execution.

Likewise, to empower the Board of Directors, to the fullest extent required by law, to interpret, develop, formalize and execute this agreement; adopting all agreements and signing any documents, public or private, deemed necessary or convenient for its full effect, including adapting the Remuneration policy for directors of Banco Bilbao Vizcaya Argentaria, S.A., when necessary and at the proposal of the Remuneration Committee, to the circumstances that may arise, the rules established in the applicable legislation, recommendations or best practices in the matter and the specific requirements made by supervisors, provided that this does not imply a substantial change in its terms and conditions that must be submitted to consideration by the General Meeting in accordance with applicable legislation; and in particular to:

For the purposes of the provisions of Article 34.1 g) of Act 10/2014 of June 26, on the regulation, supervision and solvency of credit institutions, to approve the group of employees whose professional activities have a significant impact on the Group’s risk profile to whom the maximum level of variable remuneration of up to 200% of the fixed component of their total remuneration is applicable, enabling subsidiaries of Banco Bilbao Vizcaya Argentaria, S.A., to likewise introduce such maximum level to their professionals, all in light of the Recommendations Report issued in this regard by the Board of Directors of Banco Bilbao Vizcaya Argentaria, S.A., on 9 February 2017, and which has been made available to shareholders as of the date on which this General Meeting was called.

Following the recommendation and preference submitted by the Audit and Compliance Committee to the Board of Directors, appoint the firm KPMG Auditores, S.L., with registered office in Madrid, Paseo de la Castellana, 259C and N.I.F. B-78510153, filed under number S0702 in the Spanish Official Registry of Statutory Auditors, and registered in the Commercial Registry of Madrid under volume 11,961, folio 90, section 8, sheet M-188.007, as statutory auditors of Banco Bilbao Vizcaya Argentaria, S.A. and of the Consolidated Group, for fiscal years 2017, 2018 and 2019.

To authorize the Board of Directors, with express substitution powers in favor of the Executive Committee or to the director or directors it deems convenient, as well as in favor of any other person whom the Board expressly empowers for the purpose, the necessary powers, as broad as required under law, to establish, interpret, clarify, complete, modify, correct, develop and execute, when they deem most convenient, each of the resolutions adopted by this General Meeting; to draw up and publish the notices required by law; and to perform the necessary proceedings as may be necessary to obtain the due authorizations or filings from the Bank of Spain; the European Central Bank; the Ministries of the Economy and Competitiveness and of Tax and Public Administrations; the National Securities Market Commission; the entity in charge of the recording of book entries; the Commercial Registry; or any other national or foreign public or private body.

Additionally, to authorize the Chairman, Mr. Francisco González Rodríguez; the Chief Executive Officer, Mr. Carlos Torres Vila; the Secretary General and of the Board, Mr. Domingo Armengol Calvo; and the Deputy Secretary of the Board, Ms. María del Rosario Mirat Santiago so that any of them, indistinctively, may perform such acts as may be appropriate to implement the resolutions adopted by this Annual General Meeting, in order to file them with the Commercial Registry and with any other Registries, including in particular, and among other powers, that of appearing before any Notary Public to execute the public deeds and notarized documents necessary or advisable for such purpose, correct, ratify, interpret or supplement what has been resolved and formalize any other public or private document that may be necessary or advisable to execute and fully register the resolutions adopted, without needing a new General Meeting resolution, and to make the mandatory deposit of the individual and consolidated annual accounts in the Company Registry.

To approve, on a consultative basis, the Annual Report on the Remuneration of Directors in Banco Bilbao Vizcaya Argentaria, S.A., which has been made available to shareholders together with the rest of the documents relating to this General Meeting as of the date on which the Meeting was called.

Likewise, he was appointed Doctor Honoris Causa from Malaga University, is member of the European Academy of Sciences and Arts and Academic Member of the Royal Academy of Moral and Political Sciences.

He was appointed to a BBVA directorship on 29th May 2013 and is the Director of Global Economics, Regulation and Public Affairs of BBVA.

Born in Mieres (Asturias) in 1947

Married

Spanish nationality

Graduated in Law from Complutense University of Madrid

Professional Career:

In 1971 joined J&A Garrigues, becoming Partner in 1977. Held posts there as Director of M&A Department, Director of Banking and Capital Markets, and was responsible for advising large listed companies. He has been member of the Management Committee of the firm since 1985.

His activity has focused on mergers and acquisitions, advising large multinational companies, and he has been intensely involved in the legal coordination of some key global IPOs and placements on the Stock Exchange, for Spanish and non-Spanish companies, representing arrangers and issuers.

His professional activity has focused on advising listed companies in corporate transactions, as well as giving them legal assistance at the holding of their General Shareholders Meetings.

He is a renowned specialist in Corporate Governance, having helped several public companies to restructure their organisation as new recommendations and regulations on good governance have been published in Spain. He has been recognized as one of the world’s leading lawyers in corporate governance by the directory “The International Who’s Who of Business Lawyers”.

From 1984 to 1992 was member of the Governing Body of the Colegio de Abogados de Madrid (Madrid Law Association). He cooperates with the Garrigues Studies Center as a member of the Advisory Board for the Masters in Private Banking.

Mr. Loring was appointed to a BBVA directorship on 28th February 2004 and is member of the Executive Committee and the Risk Committee of BBVA.

Born in Bilbao (Vizcaya) in 1955

Married

Spanish nationality

Ph.D in Economics and Business Sciences from the University of Deusto

Professional career:

Her career has mainly been focused on academic work

She is currently a member of the Board of Trustees of the Luis Bernaola Foundation and of the BBVA Microfinance Foundation. She has also been a member of the Board of Trustees of the Deusto Foundation and the Board of Directors of the Basque Institute of Competitiveness, until 2004 and 2009, respectively.

Ms. Rodríguez Vidarte was appointed to a BBVA directorship on 28th May 2002 and is member of the Executive Committee, of the Risk Committee and of the Appointments Committee of BBVA.

Born in Madrid in 1951

Married

Spanish nationality

Studied Engineering at ICAI

Master’s degree in Economics and Business Management (MBA) from IESE

Professional Career:

Mr. Alfaro was appointed to a BBVA directorship on 18th March 2006 and he is the Chairman of the Appointments Committee and member of the Audit and Compliance Committee and of the Technology and Cybersecurity Committee of BBVA.

Born in Santiago de Compostela in 1959

Married

Spanish nationality

Graduated in Law and Philosophy and Education Sciences from the Complutense University of Madrid and is a Doctor of Philosophy (DPhil)

Extraordinary Graduation Award in Philosophy and Extraordinary Doctorate Award

Professional Career:

She has been member of the Board for various companies, including, RENFE; Gerencia de Infraestructuras Ferroviarias (G.I.F.- now ADIF); Official Credit Institute; INISAS, Compañía de Seguros y Reaseguros, S.A.; Aldeasa, Almacenaje y Distribución; and Banco Hipotecario.

Ms. Máiz was appointed to a BBVA directorship on 14th March 2014 and is member of the Audit and Compliance Committee and of the Appointments Committee of BBVA.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.