91JQ Euro.bk. 21

    RNS Number : 2943I
  BBVA Senior Finance S.A.Unipersonal
  17 November 2008
   
    BBVA Senior Finance, S.A. Unipersonal
    (the Issuer)
    NOTICE OF A MEETING
    of the holders of the Series of Notes which ISIN is specified below

 Senior Bonds April 2008 - 60  XS0356122118


    issued pursuant to an Amended and Restated Agency Agreement dated 13 June 2006 (the Principal Agency Agreement) as supplemented by the
Supplemental Agency Agreement dated 11 June 2007
    NOTICE IS HEREBY GIVEN that a General Meeting of the Noteholders of the Series of Notes Senior Bonds April 2008-60 (the Notes) is
convened by the provisional representative for the Noteholders (the provisional Commissioner) and will be held at Paseo de la Castellana,
81, Madrid (Spain), on 18 December 2008 starting at 09:00 hours (Madrid time), for the considering of the following resolutions:

    RESOLUTIONS
    One.- To appoint the definitive Commissioner and to approve the management of the provisional Commissioner.
    Two.- To ratify the Regulations incorporated in the issue deed for the relevant Series as the definitive internal Regulations for the
Bondholders' Syndicate for the Series.
    Three.- To modify the Conditions of the issuance by inserting the following wording before the last paragraph in the definition of
"Underlying Fund Basket" in Annex 1 to the Final Terms of the Notes:
    "As of 30 September 2008, the respective weights of the Fairfield Irongate Absolute Fund, which substituted the Irongate Global Strategy
- USD Fund and the EUR cash amount as of 31 May 2008, and the Fairfield Sentry Fund have been rebalanced by the Calculation Agent, and the
resulting Underlying Fund Basket is the following:

 Fund Name                    ISIN Code     Weight
 Fairfield Sentry             VGG3299L1004  65.00%

 Fairfield Irongate Absolute  KYG4948W1096  35.00%".

    Four.- To approve the minutes of the meeting.
    A copy of the draft Amended and Restated Final Terms for the implementation of the above modifications to the Conditions of the Notes is
available for inspection from the date of this Notice to the close of the General Meeting or any adjourned Meeting (if required) at the
specified office of the Principal Paying Agent set out below and at the place of the General Meeting or such adjourned Meeting for at least
15 minutes before and during the Meeting.
    If the draft Amended and Restated Final Terms is amended after the date of this Notice and before the date of the Meeting, the amended
draft of such document will be made available as set out above (marked to indicate changes made to the version made available at the date of
this Notice).
    VOTING AND QUORUM
    The provisions governing the convening and holding of a Meeting are set out in Schedules 13 and 14 to the Principal Agency Agreement
described above, a copy of which is available for inspection by the Noteholders during normal business hours at the specified office of the
Principal Paying Agent set out below.  
    All of the Notes of the Series are represented by a global note held by a common depositary for Clearstream Banking, soci? anonyme
(Clearstream, Luxembourg) and/or Euroclear Bank S.A./N.V. (Euroclear). For the purposes of the Meeting, a Noteholder shall mean each person
who is for the time being shown in the records of Euroclear or Clearstream, Luxembourg as the holder of a particular principal amount of the
Notes.
    A Noteholder wishing to attend the Meeting in person must produce at the Meeting a valid voting certificate issued by a Paying Agent
relating to the Notes in respect of which he wishes to vote.
    A Noteholder not wishing to attend and vote at the Meeting in person may either deliver his valid voting certificate to the person whom
he wishes to attend on his behalf or give a voting instruction (by giving his voting instructions to Clearstream, Luxembourg and/or
Euroclear or on a voting instruction form obtainable from the specified offices of the Paying Agent) instructing the Paying Agent to appoint
a proxy to attend and vote at the Meeting in accordance with his instructions.
    A Noteholder must request the relevant clearing system to block the Notes in his own account and to hold the same to the order or under
the control of the Paying Agent not later than five days before the time appointed for holding the Meeting in order to obtain voting
certificates or give voting instructions in respect of the relative Meeting. Notes so blocked will not be released until the earlier of:
    (a)                the conclusion of the Meeting (or, if applicable, any adjournment of such Meeting); and

    (b)                (i)         in respect of a voting certificate, the surrender to a Paying Agent of such voting certificate and
notification by the relevant Paying Agent to the relevant clearing system of such surrender or the compliance in such other manner with the
rules of the relevant clearing system; or
                 (ii)       in respect of voting instructions, not less than 48 hours before the time for which the Meeting (or, if
applicable, any adjournment of such Meeting) is convened, the notification in writing of any revocation of a Noteholder's previous
instructions to the Paying Agent and the same then being notified in writing by the Paying Agent to the Issuer at least 24 hours before the
time appointed for holding the Meeting and such Notes ceasing in accordance with the procedures of the relevant clearing system and with the
agreement of such Paying Agent to be held to its order or under its control.

    The quorum required at the Meeting is one or more persons present holding voting certificates or being proxies and representing in the
aggregate not less than two thirds in principal amount of the Notes for the time being outstanding. If a quorum is not present at the
Meeting, the Meeting will be adjourned and the agenda will be considered at an adjourned Meeting which will be held at the same time and
place as the original meeting but on 19 January 2009. The quorum at such an adjourned Meeting will be one or more persons present holding
voting certificates or being proxies whatever the principal amount of the Notes so represented by them.
    All resolutions shall be passed by an absolute majority among those attending the meeting. Each Note shall entail the right to one
vote.
    The Paying Agents can be contacted through the Principal Paying Agent for the Notes, which is Deutsche Bank AG, London Branch, at
Winchester House, 1 Great Winchester Street, London, EC2N 2DB, Attention: Trust & Securities Services.  The provisional Commissioner can be
contacted at BBVA Paseo de la Castellana 81 planta 11 (Asesor?Jur?ca Institucional) 28046 Madrid, tel. +34 91 537 7561.  For further
information about the Meeting and the proposed Resolutions Noteholders should contact Mr. Ra?reno Carnero (telephone +34 9153772 53, email:
raul.moreno@grupobbva.com) in the first instance.
    Dated 14 November 2008.
    Noteholders may also contact Euroclear or Clearstream, Luxembourg for further information:
    Euroclear: Corporate Action Department (telephone Brussels +(322) 224 4245, 
email: Bonds_offers@Euroclear.com)
    Clearstream: CIE Department (telephone Luxembourg + (352) 46564 6414; fax: + (352) 46564 8248, email: 
ciefaxes.cs@clearstream.com.)


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The company news service from the London Stock Exchange
 
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