BBVA International Preferred, S.A. Unipersonal Non-cumulative Guaranteed Preferred Securities Irrevocably and Unconditionally Guaranteed, on a Subordinated Basis, by Banco Bilbao Vizcaya Argentaria, S.A. Underwriting AgreementUnderwriting Agreement • October 14th, 2008 • Banco Bilbao Vizcaya Argentaria, S.A. • Commercial banks, nec • New York
From time to time BBVA International Preferred, S.A. Unipersonal (the “Company”) and Banco Bilbao Vizcaya Argentaria, S.A. (the “Guarantor”), each a sociedad anónima incorporated under the laws of the Kingdom of Spain, propose to enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine and, subject to the terms and conditions stated herein and therein, the Company proposes to issue and sell to the several firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) certain of its preferred securities (the “Securities”) specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Designated Securities”). Payment of distributions (remuneración) on the Securities, as well as payment of the redemption price for the Secur
Banco Bilbao Vizcaya Argentaria, S.A. Senior Non-Preferred Notes Underwriting AgreementUnderwriting Agreement • June 25th, 2019 • Banco Bilbao Vizcaya Argentaria, S.A. • Commercial banks, nec • New York
From time to time Banco Bilbao Vizcaya Argentaria, S.A. (the “Company”), a sociedad anónima incorporated under the laws of the Kingdom of Spain, proposes to enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine and, subject to the terms and conditions stated herein and therein, the Company proposes to issue and sell to the several firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) the senior non-preferred notes specified in Schedule II to such Pricing Agreement (the “Securities”). [The following to be added, if applicable] [The [Indenture (as defined below)/the paying agency agreement to be dated on or about [•] between the Company and [•] (the “Paying Agency Agreement”)] will provide for the provision by [•], as the initial paying agent i
Pricing AgreementUnderwriting Agreement • October 20th, 2015 • Banco Bilbao Vizcaya Argentaria, S.A. • Commercial banks, nec • New York
Pricing AgreementUnderwriting Agreement • March 13th, 2024 • Banco Bilbao Vizcaya Argentaria, S.A. • Commercial banks, nec
AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • April 15th, 2015 • Banco Bilbao Vizcaya Argentaria, S.A. • Commercial banks, nec
This AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT, dated as of November 19, 2014, by and between (1) Banco Bilbao Vizcaya Argentaria, S.A. a company organized under the laws of the Kingdom of Spain (the “BBVA Shareholder”) and (2) Dogus Holding A.S. (“Dogus Holding”), Dogus Nakliyat ve Ticaret A.S. and Dogus Arastirma Gelistirme ve Musavirlik Hizmetleri A.S., each a joint stock company organized under the laws of the Republic of Turkey (Dogus Holding, Dogus Nakliyat ve Ticaret A.S., and Dogus Arastirma Gelistirme ve Musavirlik Hizmetleri A.S, are collectively referred to as “Dogus Shareholders”);
Pricing AgreementUnderwriting Agreement • September 19th, 2023 • Banco Bilbao Vizcaya Argentaria, S.A. • Commercial banks, nec
Banco Bilbao Vizcaya Argentaria, S.A., a sociedad anónima incorporated under the laws of the Kingdom of Spain (“Spain”) (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, a copy of which is attached hereto (the “Underwriting Agreement”), to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters”) (other than BBVA Securities Inc.) the series 12 non-step-up non-cumulative contingent convertible perpetual preferred tier 1 securities specified in Schedule II hereto (the “Preferred Securities”), which may in certain circumstances be converted in accordance with their terms into newly issued fully paid ordinary shares of the Company (the “Conversion Securities” and, together with the Preferred Securities, the “Securities”).
DATED NOVEMBER 1, 2010 DOGUS HOLDING A.S. and BANCO BILBAO VIZCAYA ARGENTARIA, S.A. SHARE PURCHASE AGREEMENT relating to the sale and purchase of certain shares in Türkiye Garanti Bankasi A.Ş.Share Purchase Agreement • April 26th, 2012 • Banco Bilbao Vizcaya Argentaria, S.A. • Commercial banks, nec
TRANSACTION AGREEMENT by and between BANCO BILBAO VIZCAYA ARGENTARIA, S.A. and COMPASS BANCSHARES, INC.Transaction Agreement • June 28th, 2007 • Banco Bilbao Vizcaya Argentaria, S.A. • Commercial banks, nec • Texas
TRANSACTION AGREEMENT (this “Agreement”), dated as of February 16, 2007, by and among BANCO BILBAO VIZCAYA ARGENTARIA, S.A., a bank organized and existing under the Laws of Spain (“Parent”), and COMPASS BANCSHARES, INC., a Delaware corporation (the “Company”).
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. AND THE BANK OF NEW YORK, As Depositary, AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Amended and Restated Deposit Agreement Dated as of ______, 2007 Capital Stock AMENDED AND RESTATED DEPOSIT AGREEMENTDeposit Agreement • May 11th, 2007 • Banco Bilbao Vizcaya Argentaria, S.A. • Commercial banks, nec • New York
AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of _________, 2007 (herein called the “Deposit Agreement”) among BANCO BILBAO VIZCAYA ARGENTARIA, S.A., a corporation (sociedad anonima) organized under the laws of Spain (herein called the “Bank”), THE BANK OF NEW YORK, a New York corporation, as depositary hereunder (herein called the “Depositary”), and all Holders from time to time of American Depositary Receipts issued hereunder (herein called “Receipts”).
TRANSACTION AGREEMENT by and among BANCO BILBAO VIZCAYA ARGENTARIA S.A. AND OTHERS and METLIFE, INC. AND OTHERS Dated as of February 1, 2013Transaction Agreement • May 9th, 2013 • Banco Bilbao Vizcaya Argentaria, S.A. • Commercial banks, nec • New York
This TRANSACTION AGREEMENT, dated as of February 1, 2013, by and among Banco Bilbao Vizcaya Argentaria S.A. (the “Sellers’ Representative”), the Share Seller (as defined below), MetLife, Inc. (the “Purchasers’ Representative”) and, from and after their respective accessions to this Agreement in accordance with Section 2.10 (Share Purchaser(s)), the Share Purchaser(s) (as defined below).
DATED November 19, 2014 Ferit Faik Şahenk and Dianne Şahenk and Defne Şahenk and BANCO BILBAO VIZCAYA ARGENTARIA, S.A. SHARE PURCHASE AGREEMENT relating to the sale and purchase of certain shares in Turkiye Garanti BankasI A.S.Share Purchase Agreement • April 15th, 2015 • Banco Bilbao Vizcaya Argentaria, S.A. • Commercial banks, nec
DATED November 19, 2014 DOGUS HOLDING A.S. and BANCO BILBAO VIZCAYA ARGENTARIA, S.A. SHARE PURCHASE AGREEMENT relating to the sale and purchase of certain shares in Turkiye Garanti BankasI A.S.Share Purchase Agreement • April 15th, 2015 • Banco Bilbao Vizcaya Argentaria, S.A. • Commercial banks, nec
PAYING AGENCY AGREEMENT BETWEEN BBVA U.S. SENIOR, S.A. UNIPERSONAL, BANCO BILBAO VIZCAYA ARGENTARIA, S.A. AND THE BANK OF NEW YORK MELLON FIXED RATE NOTES LISTED ON EXHIBIT A HERETOPaying Agency Agreement • October 10th, 2012 • Banco Bilbao Vizcaya Argentaria, S.A. • Commercial banks, nec • New York
THIS AGREEMENT is made as of October 10, 2012, among BBVA U.S. Senior, S.A. Unipersonal, a limited liability company (sociedad anónima) organized under the laws of Spain (the “Company”), Banco Bilbao Vizcaya Argentaria, S.A., a limited liability company (sociedad anónima) organized under the laws of Spain (the “Guarantor”) and The Bank of New York Mellon London Branch, whose principal corporate trust office is at One Canada Square, London E14 5AL, United Kingdom, as paying agent in respect of the Notes (as defined below) (in such capacity, and together with any successor, the “Paying Agent”).
Pricing AgreementPricing Agreement • November 15th, 2023 • Banco Bilbao Vizcaya Argentaria, S.A. • Commercial banks, nec
EXHIBIT A — JOINT FILING AGREEMENTJoint Filing Agreement • February 11th, 2011 • Banco Bilbao Vizcaya Argentaria, S.A. • Commercial banks, nec
The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k) (1) under the Securities Exchange Act of 1934, as amended, on behalf of each such person.
AGREEMENT FOR THE ASSIGNMENT OF PREEMPTIVE AND ACCRETION RIGHTS WITH RESPECT TO BBVA BANCO FRANCÉS S.A.’S SHARESAgreement • July 25th, 2017 • Banco Bilbao Vizcaya Argentaria, S.A. • Commercial banks, nec
On June 30, 2017, this agreement for the assignment of preemptive and accretion rights with respect to BBVA Banco Francés S.A.’s shares (the “Agreement”) is entered into by and between:
EXHIBIT A — JOINT FILING AGREEMENTJoint Filing Agreement • February 12th, 2009 • Banco Bilbao Vizcaya Argentaria, S.A. • Commercial banks, nec
The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k) (1) under the Securities Exchange Act of 1934, as amended, on behalf of each such person.
Share Purchaser Joinder Agreement to the Transaction AgreementShare Purchaser Joinder Agreement • May 9th, 2013 • Banco Bilbao Vizcaya Argentaria, S.A. • Commercial banks, nec • New York
This Share Purchaser Joinder Agreement to the Transaction Agreement (this “Joinder”) is made and entered into this March 12, 2013 by MetLife Chile Acquisition Co. S.A. (“Share Purchaser”), MetLife, Inc. (the “Purchasers’ Representative”), Banco Bilbao Vizcaya Argentaria S.A. (the “Sellers’ Representative”) and BBVA Inversiones Chile S.A. in accordance with the Transaction Agreement dated as of February 1, 2013 (as may be amended from time to time, the “Agreement”) entered into among the Sellers’ Representative, the Purchasers’ Representative and BBVA Inversiones Chile S.A. Capitalized terms used, but not defined, herein shall have the meanings ascribed to such terms in the Agreement.
Pricing AgreementUnderwriting Agreement • October 10th, 2012 • Banco Bilbao Vizcaya Argentaria, S.A. • Commercial banks, nec • New York
Notwithstanding Section 7 of the Underwriting Agreement, each of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC, as an Underwriter, individually and not jointly, agrees to pay severally to the Company an amount of the out-of pocket expenses, costs and legal fees up to an amount equal to $250,000 per Underwriter for out-of pocket expenses, costs and legal fees incurred in connection with the transaction. For the avoidance of doubt, neither Underwriter will be liable for any initial or on-going expenses after payment has been made in accordance with this provision.
GUARANTEEGuarantee • July 23rd, 2007 • Banco Bilbao Vizcaya Argentaria, S.A. • Commercial banks, nec
THIS GUARANTEE (the “Guarantee”), dated , 20___, is executed and delivered by Banco Bilbao Vizcaya Argentaria, S.A., a limited liability company (sociedad anónima) incorporated under the laws of the Kingdom of Spain (the “Bank” or the “Guarantor”) for the benefit of the Holders (as defined below).
Banco Bilbao Vizcaya Argentaria, S.A. Contingent Convertible Preferred Securities Underwriting AgreementUnderwriting Agreement • September 25th, 2017 • Banco Bilbao Vizcaya Argentaria, S.A. • Commercial banks, nec • New York
From time to time Banco Bilbao Vizcaya Argentaria, S.A. (the “Company”), a sociedad anónima incorporated under the laws of the Kingdom of Spain, proposes to enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine and, subject to the terms and conditions stated herein and therein, the Company proposes to issue and sell to the several firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) the non-step-up non-cumulative contingent convertible preferred securities specified in Schedule II to such Pricing Agreement (the “Contingent Convertible Preferred Securities”), which may in certain circumstances be converted in accordance with their terms into newly issued fully paid ordinary shares of the Company (the “Conversion Securities” and, together with
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. as Issuer, and THE BANK OF NEW YORK MELLON as Trustee, Paying and Conversion Agent, Calculation Agent and Principal Paying Agent and THE BANK OF NEW YORK MELLON as Contingent Convertible Preferred Security...Third Supplemental Indenture • September 19th, 2023 • Banco Bilbao Vizcaya Argentaria, S.A. • Commercial banks, nec • New York
This THIRD SUPPLEMENTAL INDENTURE (“Third Supplemental Indenture”), dated as of September 19, 2023, between BANCO BILBAO VIZCAYA ARGENTARIA, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (the “Company”), having its principal executive office located at Calle Azul 4, 28050 Madrid, Spain, and The Bank of New York Mellon, a New York banking corporation duly organized and existing under the laws of the State of New York, having its principal corporate trust office located at 240 Greenwich Street, New York, New York 10286, United States, and acting (except with respect to its role as Contingent Convertible Preferred Security Registrar) through its London Branch through its Corporate Trust Office located at 160 Queen Victoria Street, London EC4V 4LA, United Kingdom, as trustee (the “Trustee”, which term includes any successor Trustee), paying and conversion agent (the “Paying and Conversion Agent”, which term includes any successor Paying and Conversion Agent), ca
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. as Issuer, and THE BANK OF NEW YORK MELLON as Trustee, Paying and Conversion Agent, Calculation Agent and Principal Paying Agent and THE BANK OF NEW YORK MELLON as Contingent Convertible Preferred Security...Supplemental Indenture • September 5th, 2019 • Banco Bilbao Vizcaya Argentaria, S.A. • Commercial banks, nec • New York
This SECOND SUPPLEMENTAL INDENTURE (“Second Supplemental Indenture”), dated as of September 5, 2019, between BANCO BILBAO VIZCAYA ARGENTARIA, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (the “Company”), having its principal executive office located at Calle Azul 4, 28050 Madrid, Spain, and The Bank of New York Mellon, a New York banking corporation duly organized and existing under the laws of the State of New York, having its principal corporate trust office located at 240 Greenwich Street, New York, New York 10286, United States, and acting (except with respect to its role as Contingent Convertible Preferred Security Registrar) through its London Branch through its Corporate Trust Office located at One Canada Square, London E14 5AL, United Kingdom, as trustee (the “Trustee”, which term includes any successor Trustee), paying and conversion agent (the “Paying and Conversion Agent”, which term includes any successor Paying and Conversion Agent), calculatio
SHARE PURCHASE AGREEMENTShare Purchase Agreement • February 26th, 2021 • Banco Bilbao Vizcaya Argentaria, S.A. • Commercial banks, nec • New York
SHARE PURCHASE AGREEMENT, dated as of November 15, 2020 (this “Agreement”), between Banco Bilbao Vizcaya Argentaria, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (“Seller”) and The PNC Financial Services Group, Inc., a corporation organized under the laws of Pennsylvania (“Purchaser”).
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. as Issuer, and THE BANK OF NEW YORK MELLON as Trustee, Paying and Conversion Agent, Calculation Agent and Principal Paying Agent and THE BANK OF NEW YORK MELLON as Contingent Convertible Security Registrar FIRST...First Supplemental Indenture • November 16th, 2017 • Banco Bilbao Vizcaya Argentaria, S.A. • Commercial banks, nec • New York
This FIRST SUPPLEMENTAL INDENTURE (“First Supplemental Indenture”), dated as of November 16, 2017, between BANCO BILBAO VIZCAYA ARGENTARIA, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (the “Company”), having its principal executive office located at Calle Azul 4, 28050 Madrid, Spain, and The Bank of New York Mellon, a New York banking corporation duly organized and existing under the laws of the State of New York, having its principal corporate trust office located at 101 Barclay Street, New York, New York 10286, United States, and acting (except with respect to its role as Contingent Convertible Preferred Security Registrar) through its London Branch through its Corporate Trust Office located at One Canada Square, London E14 5AL, United Kingdom, as trustee (the “Trustee”, which term includes any successor Trustee), paying and conversion agent (the “Paying and Conversion Agent”, which term includes any successor Paying and Conversion Agent), calculation ag
CAPITAL CONTRIBUTION AGREEMENT by and between BANCO BILBAO VIZCAYA ARGENTARIA, S.A. and BBVA COMPASS BANCSHARES, INC.Capital Contribution Agreement • March 27th, 2014 • Banco Bilbao Vizcaya Argentaria, S.A. • Commercial banks, nec • Texas
This CAPITAL CONTRIBUTION AGREEMENT (the “Agreement”) is made as of March 17, 2014, by and between Banco Bilbao Vizcaya Argentaria, S.A., a bank organized under the laws of the Kingdom of Spain (“BBVA”), and BBVA Compass Bancshares, Inc., a Texas corporation (“Subsidiary”).
ContractBanco Bilbao Vizcaya Argentaria, S.A. • June 28th, 2007 • Commercial banks, nec
IN THEIR DISCRETION, THE NAMED PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS PROPERLY MAY COME BEFORE THE MEETING OR ANY ADJOURNMENT THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1 AND 2. PROPOSAL 1. TO APPROVE AND ADOPT THE TRANSACTION AGREEMENT, DATED FEBRUARY 16, 2007, BETWEEN COMPASS BANCSHARES, INC. AND BANCO BILBAO VIZCAYA ARGENTARIA, S.A., OR BBVA, AS IT MAY BE AMENDED FROM TIME TO TIME, PURSUANT TO WHICH COMPASS WILL BECOME A WHOLLY-OWNED SUBSIDIARY OF BBVA. FOR [ ] AGAINST [ ] ABSTAIN [ ] PROPOSAL 2. TO APPROVE THE ADJOURNMENT OR POSTPONEMENT OF THE COMPASS SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES. FOR [ ] AGAINST [ ] ABSTAIN [ ] MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ] WHEN SIGNING AS ATTORNEY, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF SIGNING AS CORPORATION, PLEASE SIGN IN FULL CORPORATION NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF SIGNING AS A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED
EXHIBIT A TO DEPOSIT AGREEMENT [FORM OF DIVIDEND LEGEND]Deposit Agreement • May 11th, 2007 • Banco Bilbao Vizcaya Argentaria, S.A. • Commercial banks, nec
