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Banco Bilbao Vizcaya Argentaria S.A.

Capital/Financing Update Sep 8, 2017

1796_rns_2017-09-08_68550250-e233-4874-a8e3-f95dba1ad2af.pdf

Capital/Financing Update

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FINAL TERMS

1 September 2017

Banco Bilbao Vizcaya Argentaria, S.A. Issue of EUR 1,500,000,000 0.75 per cent. Senior Non-Preferred Notes due September 2022 under the €40,000,000,000 Global Medium Term Note Programme

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions (the Conditions) set forth in the Offering Circular dated 17 July 2017 and the supplement to it dated 31 July 2017 which together constitute a base prospectus for the purposes of the Prospectus Directive (the Offering Circular). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Offering Circular. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering Circular. The Offering Circular has been published on the website of the London Stock Exchange.

1. Issuer: Banco Bilbao Vizcaya Argentaria, S.A.
$\mathbf{2}$ . (a) Series Number: 152
(b) Tranche Number: 1
(c) Date on which the Notes will be Not Applicable
consolidated and form a single
Series:
3. Specified Currency or Currencies: $Euro$ (EUR)
4. Aggregate Nominal Amount:
(a) Series: EUR 1,500,000,000
(b) Tranche: EUR 1,500,000,000
5. Issue Price: 99.420 per cent. of the Aggregate
Nominal Amount
6. (a) Specified Denomination: EUR 100,000
(b) Calculation Amount (in relation EUR 100,000
to calculation of interest
in
global form see Conditions):
(a) Issue Date: 11 September 2017
(b) Interest Commencement Date: Issue Date
Maturity Date: 11
September
2022,
subject
to
adjustment, for the purposes of making
payment only and not for interest accrual
accordance
in
with
purposes,
the
Following Business Day Convention
0.75 per cent. Fixed Rate
(see paragraph 14 below)
Subject to any purchase and cancellation
or early redemption, the Notes will be
redeemed on the Maturity Date at 100 per
cent. of their nominal amount
Change of Interest Basis: Not Applicable
Put/Call Options: Not Applicable
Status of the Notes: Senior
(a) Status of Senior Notes: Senior Non-Preferred
(b) Status of Subordinated Notes: Not Applicable
(c) Date approval for issuance of
Notes obtained:
Not Applicable
Interest Basis:
Redemption/Payment Basis:

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14. Fixed Rate Note Provisions Applicable
(a) Rate(s) of Interest: 0.75 per cent. per annum payable in arrear
on each Interest Payment Date
(b) Interest Payment Date(s): 11 September in each year, commencing
September 2018, up to and
on 11
including the Maturity Date, subject to
adjustment, for the purposes of making
payment only and not for interest accrual
purposes, in accordance with
the
Following Business Day Convention

$\sim 10^{10}$

$\sim$

(c) Notes in definitive form (and in
relation to Notes in global form
see Conditions):
Fixed Coupon Amount(s) for EUR 750 per Calculation Amount
(d) Broken Amount(s) for Notes in Not Applicable
definitive form (and in relation to
Notes in global form
see
Conditions):
(e) Day Count Fraction: Actual/Actual (ICMA)
(f) Determination Date(s): 11 September in each year
15. Fixed Reset Provisions: Not Applicable
16. Floating Rate Note Provisions Not Applicable
17. Zero Coupon Note Provisions Not Applicable

PROVISIONS RELATING TO REDEMPTION

18. Tax Redemption

If redeemable in part:

(a) Minimum Redemption Amount: EUR 100,000
(b) Maximum Redemption Amount: EUR 1,499,900,000
19. Issuer Call Not Applicable
20. Investor Put Not Applicable
21. Final Redemption Amount: EUR 100,000 per Calculation Amount
22. redemption for taxation reasons, on an
event of default, upon the occurrence of
a Capital Event or upon the occurrence
Early Redemption Amount payable on EUR 100,000 per Calculation Amount

GENERAL PROVISIONS APPLICABLE TO THE NOTES

  1. Form of Notes: Bearer Notes:

of an Eligible Liabilities Event:

Temporary Bearer Global Note exchangeable for a Permanent Bearer Global Note which is exchangeable for Definitive Notes upon an Exchange Event

excluding the Exchange Event described
in paragraph (iii) of the definition in the Permanent Global Note

24. New Global Note (NGN): Applicable
25. Additional Financial Centre(s): Not Applicable
26. Talons for future Coupons to be attached
to Definitive Bearer Notes:
No
27. Condition 16 applies: Yes
28. Eligible Liabilities Event: Applicable
in accordance
with
the
Conditions
29. Additional Events of Default (Senior Not Applicable
Preferred Notes):
30. RMB Currency Event: Not Applicable
31. Spot Rate (if different from that set out Not Applicable
in Condition $5(h)$ :
32. Party responsible for calculating the Not Applicable
Spot Rate:
33. Relevant Currency (if different from that Not Applicable
in Condition $5(h)$ :
34. RMB Settlement Centre(s) Not Applicable

Signed on behalf of the Issuer: $\overline{\mathscr{L}}$ $By:$ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Duly authorised

PART B - OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

  • Application has been made by the Issuer (or $(a)$ Listing and Admission to on its behalf) for the Notes to be admitted to trading: trading on the London Stock Exchange's regulated market and to the Official List of the UK Listing Authority with effect from 11 September 2017.
  • Estimate of total expenses GBP 4,070 $(b)$ admission related to $\overline{t}$ trading:
  • RATINGS $2.$

The Notes to be issued are expected to be rated:

Standard & Poor's Credit Market Services Europe Limited: BBB

Moody's Investors Services España, S.A.: Baa3

Fitch Ratings España, S.A.U.: A-

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE $3.$ ISSUE

Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The Managers and their affiliates have engaged and may in the future engage in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business

$\overline{4}$ . YIELD (Fixed Rate Notes and Fixed Reset Notes only)

Indication of yield:

0.869 per cent. per annum

The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

5. OPERATIONAL INFORMATION

(a) ISIN: XS1678372472
(b) Common Code: 167837247
CUSIP:
(c)
Not Applicable
--------------- ----------------

$(d)$ Any clearing system(s) other Not Applicable than Euroclear Bank SA/NV, Clearstream Banking, S.A. and the Depository Trust Company and the relevant identification number(s):

$(e)$ Delivery: Delivery against payment

Names and addresses of Not Applicable $(f)$ additional Paying Agent(s) (if any):

6. PROHIBITION OF SALES TO EEA RETAIL INVESTORS

Prohibition of sales to EEA Retail Investors:

Not Applicable

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