EX-4.4






Exhibit 4.4




Reglamento Sindicato de Partícipes

BBVA International Preferred, S.A., Sociedad Unipersonal




REGULATIONS OF THE SYNDICATE OF BBVA INTERNATIONAL

PREFERRED, S.A. UNIPERSONAL PREFERENCE SECURITY HOLDERS




CHAPTER I




Association, Purpose, Domicile, Duration and Political Rights




Article I. Association.-




The syndicate (the “syndicate”) of BBVA International Preferred, S.A. Unipersonal preference
security holders (the “issuer” or the “issuing body”) shall be automatically constituted by holders
of its preference securities, once said company has filed the first certificate of such preference
securities issue with the competent Companies Registry.



All and any holders of BBVA International Preferred, S.A. Unipersonal preference securities at any
time shall automatically join the syndicate as the book entries are made in the records of
IBERCLEAR, or whatever agency may replace it, from such time as the first preference securities
issue certificate is entered in the registry.



For the purposes of these regulations, holders of the issuer’s preference securities shall be
jointly known as the “security holders”.



Article II. Purpose.-




The object and purpose of the syndicate is to regulate any political rights that the securities
holders may be entitled to pursuant on Article V hereof and to establish the terms and conditions
governing relations between the syndicate and the holders of the issuer’s preference securities



Article III. Domicile.-




The registered offices of the syndicate shall be at Paseo de la Castellana, 81, 28046 —MADRID-.



Article IV. Duration.-




It shall last as long as there are preference securities in the issuer and, once these have been
redeemed, it shall last until such time as BBVA International Preferred, S.A. Unipersonal has met
all and any obligations it has with the security holders.



Article V. Political rights of the Security Holders.-



For the purposes of these regulations, security holders shall hold political rights with regard to
the issuer when whatever exceptional conditions may be established in the respective conditions of
issue of the issuer’s preference securities are met pursuant to





 






			
	WARNING:	 	The English version is only a translation of the original in Spanish for information
purposes. In case of a discrepancy, the Spanish original prevails.















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Reglamento Sindicato de Partícipes

BBVA International Preferred, S.A., Sociedad Unipersonal




Act 19/2003 concerning the legal regime governing international capital movements and financial
transactions and certain measures aimed at preventing money laundering.



Hence, the particular circumstances under which the security holders have political rights with
regard to the issuer must be determined in each and every one of the preference security
certificates registered by the issuer and said rights shall be exercised under whatever terms and
conditions may be established therein.



CHAPTER II




General Meeting of Security Holders with political rights, general regime for

decision making and qualified majorities




Article VI General Meeting of Security Holders with political rights.-




The supreme body representing the syndicate is the general meeting of security holders. Said
general meeting is empowered to decide anything the may be necessary for exercising security
holders’ political rights with regard to the issuing body in the best possible manner, provided
said political rights arise in accordance with the terms and conditions established in each
preference security issue certificate. It may appoint the syndicate commissioner or remove him/her
from office, after consulting with and receiving the approval of the issuer; take any due legal
action where applicable and approve the expenses arising from the defence of the common interests.



Article VII. General regime for decision making




7.1




All syndicate decisions shall be taken by the majorities established below of the issuer’s security
holders who are entitled to political rights pursuant to the terms and conditions of each issue of
preference securities.



7.2




All decisions shall be taken by an overall majority of the holders of BBVA International Preferred,
S.A. Unipersonal preference securities in circulation with political rights recognised by the terms
and conditions of their issue and with the attendance of two-thirds of said preference securities.
Said decisions shall be binding for all security holders with recognised political rights on the
issuer, including those not attending the meeting and those not in favour of said decisions. Each
preference security shall entitle the holder to one vote. In the event of not obtaining a quorum of
two thirds of the preference securities in circulation with political rights, the general meeting
may be convened again at least one day after the first meeting, in which case decisions may be
taken by an overall majority of the security holders with political rights present. These
decisions shall be binding for all security holders with recognised political rights on the issuer,
in the same manner as that established above.



Article VIII. Qualified majorities.


 






			
	WARNING:	 	The English version is only a translation of the original in Spanish for information
purposes. In case of a discrepancy, the Spanish original prevails.







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Reglamento Sindicato de Partícipes

BBVA International Preferred, S.A., Sociedad Unipersonal




8.1.




Notwithstanding the article above, if the security holders are entitled to appoint or replace
additional members of the BBVA International Preferred, S.A. Unipersonal board of directors, in
accordance with the corresponding issuer’s preference security issue certificates, said decision
shall require the votes of security holders with recognised political rights who also represent the
majority (51%) of the liquidation shares, as these are defined in the preference security issue
documents.



8.2.




Any decision to modify or cancel the rights granted by any series of the company’s preference
securities taken by means of an amendment to the issuer’s company bylaws shall also require the
votes of at least two thirds (2/3) of the preference securities concerned, in order to be valid.



8.3.




In the event of winding up or dissolving the issuer, if the respective conditions of issue entitle
holders of preference securities to declare a general meeting of security holders independently
from, and prior to holding the general assembly to wind up the issuer, in order to decide whether
it is for or against winding up the company, said decision must be taken by the meeting with the
reinforced majorities established in Spanish law and by the company bylaws of the issuer.



8.4.




Decisions that require qualified majorities pursuant to each of the security issue certificates
shall also be taken by the pertinent qualified majority.



Article IX. Proxies.-




Holders of preference securities may appoint another security holder as their proxy by means of a
letter signed specifically for each meeting.



Article X. Convening meetings.-




The general meeting of security holders may be convened by the commissioner as often as he/she may
consider to useful for exercising the political rights of security holders, if the conditions of
issue of the preference securities so establish, or whenever he/she is
required to do so by a number of preference security holders that represent at least 10% of the
liquidation shares, as these are defined in the corresponding issue prospectus. In this latter
case, the commissioner must convene the meeting within 30 days of receiving the request from the
security holders.



Furthermore, if the commissioner does not convene the general meeting within the time limit
established above, the holders of BBVA International Preferred, S.A. Unipersonal





 






			
	WARNING:	 	The English version is only a translation of the original in Spanish for information
purposes. In case of a discrepancy, the Spanish original prevails.







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Reglamento Sindicato de Partícipes

BBVA International Preferred, S.A., Sociedad Unipersonal




preference securities may convene said general meeting directly, if they have the support of 10% of
the liquidation shares, as defined in the corresponding issue documents or prospectuses of each
series of the issuer’s preference securities.



Meetings must be convened by announcing a call to meeting in the nation-wide publication with at
least [15] days notice.



Notwithstanding the above, the general meeting shall be considered convened and valid for dealing
with any issue, provided that all the security holders with political rights recognised in the
corresponding conditions of issue of the issuer’s preference securities are present and that they
vote unanimously in favour of holding said meeting.



Article XI. Right of attendance-




All security holders with political rights in accordance with the corresponding conditions of issue
of their preference securities who can prove ownership of said securities at least five days before
the date of the meeting shall be entitled to attend, to take the floor and to vote. Ownership of
securities shall be accredited in the manner and in accordance with whatever requisites may be
indicated in the published call to meeting.



The issuer’s directors, the commissioner and the secretary shall also be entitled to attend and to
take the floor, but shall not be entitled to vote. The commissioner and the secretary shall also be
entitled to vote if they are security holders and if they have political rights pursuant to the
corresponding conditions of issue of their preference securities.



In the event of co-ownership of one or more preference securities, the parties concerned shall
appoint one of said co-owners to represent them and shall, at the same time, establish an order of
proxies to cover the possibility of absence of one of these, when said proxy is appointed.



In the event of usufruct of preference securities, the usufructuary is entitled to the interests
and all other rights due to the outright owner. And in the event of a pledge, the security holder
is entitled to exercise all rights, and the pledgee shall help the debtor to exercise said rights
until such time as the pledge may be executed.



Article XII. Chair.-



The general meeting of security holders shall be chaired by the commissioner of the syndicate, or
somebody substituting for him or her. The chair will appoint a secretary for each meeting, who does
not have to be a security holder.



Article XIII. Commissioner of the Syndicate.-




The commissioner shall preside over the syndicate with whatever powers may be conferred on him/her
by these regulations and the issue prospectus of the corresponding series of preference securities
and any other powers conferred on him/her by the general meeting of security holders for taking
whatever actions and exercising whatever rights




 






			
	WARNING:	 	The English version is only a translation of the original in Spanish for information
purposes. In case of a discrepancy, the Spanish original prevails.








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Reglamento Sindicato de Partícipes

BBVA International Preferred, S.A., Sociedad Unipersonal




said meeting is entitled to, acting as a liaison between the company and the syndicate. Said powers
include the following:




	 	•	 	To convene meetings of the syndicate of security holders with political rights
pursuant to Article X of these regulations,
	 
	 	•	 	To chair syndicate meetings,
	 
	 	•	 	To direct the discussions and deliberations of the general meeting of security
holders, establishing the order of intervention of the attending security holders and
setting the duration of the interventions, if any,
	 
	 	•	 	To draft agendas for the meetings and for the general meeting of security holders
	 
	 	•	 	And to enforce the decisions taken by the general meeting, for which he/she shall
have the broadest possible powers of attorney to represent said meeting.





The commissioner of the syndicate of security holders shall be appointed in the first of the
issuer’s security issue certificates and shall be newly designated for the post in each subsequent
preference security issue certificate registered by the issuer.



In the event of absence or illness, the commissioner shall be replaced by whatever security holder
may be designated by said commissioner and, in the event of the absence of said designated security
holder, the commissioner shall be replaced by the security holder with the largest number of
preference securities, until such time as the general meeting may decide on a new appointment, if
any.



The above notwithstanding, in the event of designating a substitute commissioner, said substitute
shall replace the original commissioner in the aforementioned events of absence or illness.



Article XIV. Minutes.-




The minutes of the general meeting shall be signed by the chair and by the secretary specially
designated for each meeting, and all copies and certificates of said minutes that may be issued
shall be signed by the secretary, with the endorsement of the chair.



Article XV. Communications.-




For the purposes of these regulations, any communication between any security holder owning the
issuer’s preference securities and the commissioner of the syndicate, shall be addressed to said
commissioner at the registered offices of the syndicate, at the address that appears in Article III
herein.



CHAPTER III




Procedures, agreement of Security Holders and Syndicate expenses




Article XVI. Procedures.-




All procedures or actions affecting the general or collective interest of the security holders with
recognised political rights in their respective terms and conditions of issue


 






			
	WARNING:	 	The English version is only a translation of the original in Spanish for information
purposes. In case of a discrepancy, the Spanish original prevails.






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Reglamento Sindicato de Partícipes

BBVA International Preferred, S.A., Sociedad Unipersonal




may only be carried out on behalf of the syndicate with the authorisation of the general meeting of
security holders and these will be binding on all of them without exception.



Article XVII. Agreement of security holders.-




Acquisition of the issuer’s preference securities implies that each security holder is fully
ratifying the issue contract and the commissioner named in the preference security certificate,
his/her membership of the syndicate and his/her acceptance of these regulations and his/her
agreement for said syndicate to accept full legal liability for all purposes.



Article XVIII. Expenses.-




All expenses arising from the operation of the syndicate shall be met by the issuing body, although
these may not under any circumstances exceed [1%] of the annual interest due on the preference
securities issued.



CHAPTER IV




Supplementary rules




Article XIX. Supplementary Rules




The bylaws of the issuing company and the Company Act concerning the syndicate of security holders
shall be applicable for anything not established in these regulations or in the legal provisions
currently in force.



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	WARNING:	 	The English version is only a translation of the original in Spanish for information
purposes. In case of a discrepancy, the Spanish original prevails.







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