Banco Bilbao Vizcaya Argentaria S A : 2021 AGM Notice and Proposed Resolutions

Banco Bilbao Vizcaya Argentaria, S.A. (BBVA), in compliance with the securities exchange legislation, hereby files

OTHER RELEVANT INFORMATION

BBVA, pursuant to the Corporate Enterprises Act, sends the full text of the Notice of Meeting of BBVA's Annual General Shareholders' Meeting, to be held exclusively through telematic means foreseeably at second call on 20 April 2021, 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 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, 16 March 2021

ANNUAL GENERAL SHAREHOLDERS' MEETING

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

20 APRIL 2021

CALL NOTICE

The Board of Directors of Banco Bilbao Vizcaya Argentaria, S.A. (hereinafter, the "Company", "BBVA" or the "Bank"), at its meeting on 15 March 2021, has resolved to call the Annual General Shareholders' Meeting of the Company to be held, in light of the exceptional circumstances brought about by the COVID-19 pandemic and in order to protect the health and safety of shareholders, employees and all other individuals involved, fully remotely (without the in-person attendance of neither shareholders nor their representatives) on 19 April 2021, at 12 noon, on first call, and, at the same time on 20 April 2021, on second call, in accordance with the following:

AGENDA

ONE.​ -​ Annual financial statements, allocation of results and corporate management:

• 1.1. Approval of the annual financial statements and the management reports of Banco Bilbao Vizcaya Argentaria, S.A. and its consolidated Group for the financial year ended 31 December 2020.

• 1.2. Approval of the non-financial information report of Banco Bilbao Vizcaya Argentaria, S.A. and that of its consolidated Group for the financial year ended 31 December 2020.

• 1.3. Approval of the allocation of results for the 2020 financial year.

• 1.4. Approval of the corporate management during the 2020 financial year.

TWO.​ -​ Adoption of the following resolutions on the re-election of members of the Board of Directors:

• 2.1. Re-election of Mr. José Miguel Andrés Torrecillas.

• 2.2. Re-election of Mr. Jaime Félix Caruana Lacorte.

• 2.3. Re-election of Ms. Belén Garijo López.

• 2.4. Re-election of Mr. José Maldonado Ramos.

• 2.5. Re-election of Ms. Ana Cristina Peralta Moreno.

• 2.6. Re-election of Mr. Juan Pi Llorens.

• 2.7. Re-election of Mr. Jan Paul Marie Francis Verplancke.

Pursuant to Paragraph 2 of Article 34 of the Bylaws, determination of the number of directors in the number resulting from the resolutions adopted under this item of the Agenda, which will be reported to the Annual General Meeting for all due effects.

THREE.- Approval of a distribution of five point nine euro cents (EUR 0,059) per share from the share ​

premium account.

FOUR.- Approval of a distribution charged against the Bank's distributable items for a maximum amount ​

equal to 35% of the consolidated profit for the first semester of 2021, excluding extraordinary amounts and items, subject to certain conditions and limitations.

FIVE.​ - A​ uthorisation to the Board of Directors, with express powers of sub-delegation, to issue contingently convertible securities into BBVA shares (CoCos), for a period of five years, up to a maximum amount of EIGHT BILLION EUROS (EUR 8,000,000,000), authorising in turn the power to exclude pre-emptive subscription rights in such securities issues, as well as the power to increase the share capital by the necessary amount and to amend the corresponding article of the Bylaws.

SIX.- Approval of the reduction of the share capital of the Bank up to a maximum amount of 10% of the ​

share capital as of the date of this resolution, through the redemption of own shares purchased by BBVA by means of any mechanism for the purpose of being redeemed, delegating to the Board of Directors the implementation of the share capital reduction on one or more occasions.

SEVEN.- Approval of the Remuneration Policy for Directors of Banco Bilbao Vizcaya Argentaria, S.A.,

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and the maximum number of shares to be delivered, as the case may be, as a result of its implementation.

EIGHT.- Approval of a maximum level of variable remuneration of up to 200% of the fixed component of ​

the total remuneration for a certain group of employees whose professional activities have a significant impact on the Group's risk profile.

NINE​.- R​ e-election of the statutory auditors of Banco Bilbao Vizcaya Argentaria, S.A. and its consolidated Group for the 2021 financial year.

TEN.- Amendment of article 21 (Form and content of the notice of meeting) of Banco Bilbao Vizcaya ​

Argentaria, S.A.'s Bylaws.

ELEVEN.- Amendment of article 5 (Publication of the notice of the meeting) of Banco Bilbao Vizcaya ​

Argentaria, S.A.'s General Meeting Regulations.

TWELVE.​ - D​ elegation of powers on the Board of Directors, with the authority to substitute, in order to formalise, amend, interpret and execute the resolutions adopted by the Annual General Meeting.

THIRTEEN.​ - C​ onsultative vote on the Annual Report on the Remuneration of Directors of Banco Bilbao Vizcaya Argentaria, S.A.

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In accordance with the provisions of the Royal Decree-Law 34/2020, of 17 November, on urgent measures to support business solvency and the energy sector, and on tax matters in force on 15 March 2021, the General Meeting will be deemed to have been held at the registered office of the Bank, located at plaza de San Nicolás, number 4, Bilbao.

The General Meeting will be broadcasted on the corporate website (w​ww.bbva.com​).

NOTARY PUBLIC AT THE GENERAL MEETING

The Board of Directors has agreed to require a notary public to take the minutes of the General Meeting, pursuant to Article 203 of the Corporate Enterprises Act and Article 101 of the Regulations of the Commercial Registry.

SUPPLEMENT TO THE CALLING OF THE MEETING AND PRESENTATION OF PROPOSED RESOLUTIONS

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

If these rights are to be exercised, due notice must be provided to the Company at its registered office, at plaza de San Nicolás, number 4, 48005, Bilbao, Spain, within five days following the publication of this calling.

ATTENDANCE (EXCLUSIVELY BY REMOTE MEANS)

In light of the exceptional circumstances brought about by COVID-19, and in order to protect the health and safety of shareholders, employees and all other individuals involved in the General Meeting, the Company has agreed, in accordance with the Royal Decree-Law 34/2020, of 17 November, on urgent measures to support business solvency and the energy sector, and on tax matters in force on 15 March 2021, that attendance at the 2021 Annual General Shareholders' Meeting will be fully remote, i.e. with no in-person attendance by shareholders or their representatives.

Attendance at the General Meeting will take place via the "Remote Attendance Portal", which will be activated, in accordance with the schedule and channels described below, with the exclusive purpose of facilitating the remote exercise, by shareholders entitled to attend, of the rights granted to them by the Corporate Enterprises Act.

In accordance with the Bylaws, holders of 500 or more shares that have been recorded in the corresponding accounting registry at least five days before the scheduled date of the General Meeting will be entitled to attend the Meeting.

As the Meeting is likely to be held on second call, pursuant to Article 517 of the Corporate Enterprises Act, shareholders must have the shares registered in their name no later than 15 April 2021 in order to be able to participate in and vote at the Meeting.

The Company will provide a personalised attendance card-indicating the number of shares held-for each shareholder entitled to attend who so requests one. Requests may be sent to the Shareholder Helpdesk or made via the Company's corporate website (w​ww.bbva.com ) ​ or at any BBVA branch in Spain.

Holders of fewer shares may group together until they have, at least, that number and appoint a representative. To do this, shareholders must request the relevant group card, available at any BBVA branch in Spain.

In order to verify the identity of attendees at the General Meeting, and to guarantee that shareholders can properly exercise their rights, shareholders-or their valid proxies-who wish to attend the General Meeting must confirm their identity-and that of their proxy, where applicable-through the Remote Attendance Portal, prior to the start of the Meeting (hereinafter, the "Accreditation process"), as follows:

• a) through the online banking website (w​ ww.bbva.es ) ​ for attendees who are BBVA online banking users (who have a Multichannel Contract with the Bank);

• b) through the 2021 Annual General Meeting/Remote Attendance section of the Bank's corporate website (w​ ww.bbva.com)​ for attendees who are not BBVA online banking users.

The Accreditation process on the Remote Attendance Portal will be made available on 6 April 2021 and will close at 11 am on the day of the General Meeting. Notwithstanding the foregoing, for the purpose of the correct processing of the supporting documentation confirming proxy delegation, attendees who wish to attend on behalf of other shareholders must have completed the Accreditation process 24 hours before the scheduled date of the Meeting as scheduled on first calling, i.e. no later than 12 noon on 18 April 2021, which coincides with the scheduled closing time for exercising voting and/or delegation electronically prior to the Meeting.

To complete the Accreditation process in the Remote Attendance Portal, it is necessary to follow the instructions and complete the forms provided in the Portal, in order to validly confirm the identity-and, if applicable, that of their proxies-and for shareholders or their proxies to attend on the day of the Meeting.

In order for the General Meeting to take place in an orderly manner and for the proper management of the remote attendance, the attendees, once the Accreditation process is completed in good time and in