BBVA BBVA Bilbao Vizcaya Argentaria SA

Spanish law, rank pari passu with the obligations of the Issuer in respect of the Notes; and (iii) senior to (a) any claim in respect of any other subordinated obligations (créditos subordinados) of the Issuer which by law and/or by their terms, to the extent permitted by Spanish law, rank junior to the obligations of the Issuer in respect of the Notes, including, without limitation, any claim in respect of contractually subordinated obligations of the Issuer under any outstanding Additional Tier 1 Instruments, present and future, and (b) ordinary shares of the Issuer, such that any relevant claim in respect of the Notes will be satisfied, as appropriate, only to the extent that all claims ranking senior to it have first been satisfied in full, and then pro rata with any claims ranking pari passu with it, in each case as provided herein.

To the extent the Notes cease to constitute Tier 2 Instruments of the Issuer, the payment obligations of the Issuer under the Notes, upon the insolvency (concurso de acreedores) of the Issuer, will rank as described under “Certain Terms of the Notes—Status and Ranking of the Notes” in the Preliminary Prospectus Supplement.

“1-year UST” means an interest rate expressed as a percentage determined by the Calculation Agent to be the per annum rate equal to the yield to maturity for U.S. Treasury securities with a maturity of one year, as published in the most recent H.15.

“H.15” means the daily statistical release designated as such and published by the Board of Governors of the United States Federal Reserve System under the caption “Treasury constant maturities”, or any successor or replacement publication as reasonably determined by the Issuer and notified to the Calculation Agent, that establishes yield on actively traded U.S. Treasury securities, and “most recent H.15” means the H.15 that includes a yield to maturity for U.S. Treasury securities with a maturity of one year published closest in time (but prior to) the Reset Determination Date.

“Reset Determination Date” means the second Business Day immediately preceding the Reset Date.

Tax call: All or part at 100% of principal and accrued but unpaid interest

Capital Event call: So long as the Notes are included in, or count towards, the Group’s or the Issuer’s Tier 2 Capital, all (but not less than all) at 100% of principal and accrued but unpaid interest

Eligible Liabilities Event call: To the extent the Notes cease to be included in, or count towards, the Group’s or the Issuer’s Tier 2 Capital, all (but not less than all) at 100% of principal and accrued but unpaid interest

Optional early redemption (Issuer call): All or part at 100% of principal and accrued but unpaid interest on the Reset Date

Clean-up Call: In whole but not in part at 100% of principal and accrued but unpaid interest if Notes representing, in the aggregate, 75% or more of the aggregate principal amount of the Notes (including any Notes issued after the Issue Date and any Notes which have been cancelled by the Trustee in accordance with the Indenture) have been purchased by or on behalf of BBVA or any member of the BBVA Group

Any redemption shall be subject to the prior consent of the Regulator, if required pursuant to Applicable Banking Regulations, and otherwise in accordance with Articles 77 and 78 of CRR and/or any other Applicable Banking Regulations then in force. See “Certain Terms of the Notes—Redemption” in the Preliminary Prospectus Supplement for material information on the redemption of the Notes.

Exemption from Spanish withholding tax applies subject to compliance with certain Spanish tax requirements, including the timely provision by the paying agent of a duly executed and completed Payment Statement.

If the paying agent fails to deliver a duly executed and completed Payment Statement on a timely basis, the related payment will be subject to Spanish withholding tax. If this occurs, the Issuer will not pay Additional Amounts and holders will have to apply directly to the Spanish tax authorities for any refund to which they may be entitled. See “Certain Terms of the Notes—Maintenance of Tax Procedures” and “Spanish Tax Considerations” in the Preliminary Prospectus Supplement.

If (only so long as the Notes are included in, or count towards, the Group’s or the Issuer’s Tier 2 Capital) a Capital Event or (to the extent the Notes cease to be included in, or count towards, the Group’s or the Issuer’s Tier 2 Capital) an Eligible Liabilities Event occurs with respect to the Notes, including as a result of any change in law or regulation or the application or official interpretation thereof, the Issuer may, under certain circumstances and without the consent or approval of the holders or beneficial owners of the Notes, substitute all (but not less than all) of the Notes or modify the terms of all (but not less than all) of the Notes, so that such Notes are substituted by, or their terms are modified to, become again, or remain, Qualifying Securities.

By its acquisition of any Note or any beneficial interest therein, each holder and beneficial owner of such Note, (i) acknowledges, accepts, consents to and agrees to be bound by the substitution of or modification to the terms of the Notes as set forth above and to grant to the Issuer and the Trustee full power and authority to take any action and/or to execute and deliver any document in the name and/or on behalf of such holder or beneficial owner, as the case may be, which is necessary or convenient to complete the substitution of or modification to the terms of the Notes, as applicable; and (ii) to the extent permitted by the Trust Indenture Act, waives any and all claims, in law and/or in equity, against the Trustee and/or the Issuer for, agrees not to initiate a suit against

the Trustee and/or the Issuer in respect of, and agrees that neither the Trustee nor the Issuer shall be liable for, any action that the Trustee or the Issuer takes, or abstains from taking, in either case in connection with the substitution of or modification to the terms of the Notes upon the occurrence of an Eligible Liabilities Event or a Capital Event, as the case may be.

See “Certain Terms of the Notes—Substitution and Modification” in the Preliminary Prospectus Supplement.

Citigroup Global Markets Inc.

BBVA Securities Inc.***

Deutsche Bank Securities Inc.

J.P. Morgan Securities LLC

TD Securities (USA) LLC

UBS Securities LLC

Any ratings obtained will reflect only the views of the respective rating agency and should not be considered a recommendation to buy, sell or hold the Notes. The ratings assigned by the rating agencies are subject to revision or withdrawal at any time by such rating agencies in their sole discretion. Each rating should be evaluated independently of any other rating.

Pursuant to Rule 15c6-1 under the Exchange Act, trades in the secondary market are generally required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to the delivery of the Notes will be required to specify alternative settlement arrangements to prevent a failed settlement. Such purchasers should consult their own advisors.

BBVA Securities Inc., which is participating in this offering as a Joint Bookrunner, is a wholly-owned subsidiary of BBVA. The offering is being conducted pursuant to FINRA Rule 5121. See “Underwriting (Conflicts of Interest)” in the Preliminary Prospectus Supplement.