As of today, the Spanish Securities Exchange Commission (CNMV) has approved and filed a Supplement to the Offering Circular for the issue of subordinate bonds for mandatory conversion into newly issued ordinary BBVA shares – December 2011, filed in the Official Records of the CNMV on 25th November 2011. The Supplement is attached to this Relevant Event Filing.

Madrid, 30th November 2011

SUPPLEMENT TO THE BANCO BILBAO VIZCAYA ARGENTARIA, S.A. OFFERING CIRCULAR FOR THE €3,475m ISSUE OF MANDATORY CONVERTIBLE SUBORDINATE BONDS – DECEMBER 2011, FILED IN THE  CNMV RECORDS ON 25TH NOVEMBER 2011.

1.- Introduction

This supplement (hereinafter “the Supplement”) to the offering circular for the issue of mandatory convertible subordinate bonds – December 2011 made by Banco Bilbao Vizcaya Argentaria, S.A. (hereinafter “BBVA” or “the Issuer”),  filed in the Official Records of the CNMV on 25th November 2011 (hereinafter “the Offering Circular”), has been drawn up in compliance with the provisions of article 22 of Royal Decree 1310/2005, 4th November, partially ramifying Act 24/1988 on the Securities Market, regarding the listing of securities for trading on the official secondary markets, public offers of sale or subscription and the protocols required for such purposes (hereinafter “RD 1310/2005”).

This Supplement must be read together with the securities note filed in the Official Records of the CNMV on 25th November 2011 (hereinafter “the Securities Note”), the BBVA Listing Document filed in the Official Records of the CNMV on 16th June 2011, and the Interim Financial Information filed in the Official Records of the CNMV on 29th July 2011, and any other supplement to the Offering Circular that BBVA may publish.

2.- Persons responsible

Manuel Gonzalez Cid, as Chief Financial Officer of BBVA and acting as proxy of the Issuer, by virtue of the authority conferred by the BBVA Board of Directors, under its resolution, 22nd November 2011, and in the name of and representing the Issuer, declares that, having acted with due diligence to ensure it be so, the information contained herein is, to his knowledge, in keeping with the facts, and does not contain any omission that might affect its content, accepting responsibility for what is contained herein.

3.- Amendments to the securities note

By means of this Supplement, the Issuer reports that on 29th November 2011 the rating agency Standard & Poors (“S&P”) announced a downgrade in the rating of the BBVA long-term debt from AA- to A+, maintaining its negative outlook. The Issuer’s short-term debt rating has gone down from grade A-1+ to A-1.

This event occurred after the revision carried out on 37 of the major financial entities in the world using the new methodology for financial entities announced by S&P on 9th November 2011.

For this reason, the following is hereby amended by means of this Supplement:

Section 9.4 of the Securities Note henceforth will be worded as follows:
BBVA has not requested any rating agency to rate the risk of the Issue.
On 29th November 2011, BBVA has the following ratings:

Short          Long           Date last revision          Outlook

Moody’s1                                  P-1               Aa3             October 2011                  Negative
Standard & Poor’s2              A.-1             A+                November 2011             Negative
FITCH3                                      F-1              A+                 October 2011                 Negative
The credit-rating agencies mentioned have been operating in the European Union prior to 7th June 2010 and have been filed with the European Securities & Markets Authority (ESMA) in compliance with the provisions of the European Parliament and Council (EC) Regulation number 1060/2009, 16th September 2009, on credit-rating agencies.

The section on the Rating in point 2 of the Executive Summary of the Issuing Circular (“Description of the Issue”) will henceforth be worded as follows:
BBVA has not requested any rating agency to rate the risk of the Issue.

On 29th November 2011, the Issuer has the following ratings:

Short          Long           Date last revision          Outlook

Moody’s1                                  P-1               Aa3             October 2011                  Negative
Standard & Poor’s2              A.-1             A+                November 2011             Negative
FITCH3                                      F-1              A+                 October 2011                 Negative

4.- Period for revoking orders

As a consequence of the foregoing, pursuant to the content of the Securities Note and pursuant to the provisions of art. 40.1.f) of Royal Decree 1310/2005, 4th November, holders of preferred securities in series A, B, C and D issued by BBVA Capital Finance, S.A. Unipersonal and in series F issued by BBVA International Limited (“Preferred Securities to be Bought Back”) who have submitted orders to accept the Offer of Purchase and to subscribe the Mandatory Convertible Subordinate Bonds may revoke their orders from 29th November 2011 until the date on which this Supplement to the Offering Circular is published.

The deadline for revoking orders will be two working days after the date on which this Supplement is published on the CNMV website (www.cnmv.es). Consequently, such orders may be revoked on 1st and 2nd December 2011, to which end holders of Preferred Securities to be Bought Back must inform the entity where they submitted the orders for processing, declaring their wish to revoke them.

Madrid, 30th November 2011

Manuel González Cid

By proxy

This Relevant Event Filing does not constitute an offer to sell or a request to bid for the subscription of BBVA mandatory convertible subordinate bonds, in any jurisdiction in which such offer or request is illegal, or, as the case may be, until the applicable requirements for such effects have been satisfied.

The distribution of this Relevant Event Filing in jurisdictions other than Spain may be restricted by applicable legislation. Persons with access to this announcement must apprise themselves of such restrictions and respect them. Any failure to respect these restrictions may constitute breach of the legislation on securities markets in said jurisdictions.

This announcement is not an offer to sell the shares in the United States, the United Kingdom, Mexico or in any other jurisdiction and the securities may not be offered or sold in the United States, the United Kingdom, Mexico or in any other jurisdiction without the filing or exemption from filing of the offering under the relevant legislation in such jurisdiction.

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