Obligation BBVA Global Financials 0% ( XS2149975927 ) en USD

BBVA Global Financials

100 % ▲

Espagne

XS2149975927 ( en USD )

31/07/2023 - Obligation échue

Prospectus brochure de l'obligation BBVA Global Markets XS2149975927 en USD 0%, échue

2 000 USD

500 000 USD

BBVA Global Markets est la division de marchés financiers de BBVA, offrant des services de banque d'investissement, de trading et de gestion d'actifs à une clientèle institutionnelle mondiale.

L'Obligation émise par BBVA Global Financials ( Espagne ) , en USD, avec le code ISIN XS2149975927, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/07/2023

BASE PROSPECTUS

BBVA Global Markets B.V.
(a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid)
incorporated under Dutch law with its seat in Amsterdam, the Netherlands but its tax residency in Spain)
BBVA Global Securities B.V.
(a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid)
incorporated under Dutch law with its seat in Amsterdam, the Netherlands but its tax residency in Spain)
4,000,000,000 Structured Medium Term Note Programme
unconditionally and irrevocably guaranteed by
Banco Bilbao Vizcaya Argentaria, S.A.
(incorporated with limited liability in Spain)
3(a)(2) Notes (as defined below) unconditionally and irrevocably guaranteed by
Banco Bilbao Vizcaya Argentaria, S.A., New York Branch
(incorporated with limited liability in Spain)
Under this 4,000,000,000 Structured Medium Term Note Programme (the "Programme"), each of BBVA Global Markets B.V. and BBVA Global Securities
B.V. may from time to time issue notes (the "Notes") denominated in any currency agreed with the relevant Dealer (as defined below). As used herein, "Issuer"
means BBVA Global Markets B.V. or BBVA Global Securities B.V., as the context requires.
This document (this "Base Prospectus") constitutes a base prospectus in respect of all Notes other than Exempt Notes (as defined below) issued under the
Programme for the purposes of Article 8 of the Prospectus Regulation (as defined below). The terms and conditions of the Notes (the "Conditions") will
comprise the General Conditions, each Annex specified as applicable in the completed Issue Terms (each as defined below). This Base Prospectus, any
supplement to this Base Prospectus (a "Supplement to this Base Prospectus"), any applicable Annex and the Issue Terms for a Series will comprise the
"Offering Documents".
Certain Notes issued by BBVA Global Securities B.V. and the guarantee thereof will be offered pursuant to an exemption from registration under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), provided by Section 3(a)(2) of the Securities Act ("3(a)(2) Notes").
The satisfaction of the Issuer's economic obligations (in cash and in deliverable assets (if applicable)) in respect of the Notes will be unconditionally and
irrevocably guaranteed pursuant to a guarantee governed by Spanish law entered into by Banco Bilbao Vizcaya Argentaria, S.A. ("BBVA" or the "Guarantor")
(the "Spanish Law Guarantee"), except that the satisfaction of BBVA Global Securities B.V.'s economic obligations in respect of the 3(a)(2) Notes will be
unconditionally and irrevocably guaranteed pursuant to a guarantee governed by New York law entered into by Banco Bilbao Vizcaya Argentaria, S.A., acting
through its New York Branch (the "New York Branch") (the "New York Law Guarantee"). As used herein, "Guarantee" refers to the Spanish Law
Guarantee or the New York Law Guarantee, or the Spanish Law Guarantee and the New York Law Guarantee collectively, as the context requires. The
Guarantor and its consolidated subsidiaries are referred to herein as the "Group".
Notes may be issued in bearer, registered or in dematerialised book-entry form (respectively "Bearer Notes", "Registered Notes" and "Book-Entry Notes");
however, the 3(a)(2) Notes will be issued only as Registered Notes.
Notes may be issued whose return (whether in respect of any interest payable on such Notes and/or their redemption amount) is linked to one or more indices
("Index Linked Notes"), one or more shares or depositary receipts ("Equity Linked Notes"), one or more inflation indices ("Inflation Linked Notes"), one or
more exchange traded fund shares ("ETF Linked Notes"), fund shares or units ("Fund Linked Notes"), the credit of a specified entity or entities ("Credit
Linked Notes"), one or more foreign exchange rates ("Foreign Exchange (FX) Rate Linked Notes") or any combination thereof ("Combination Notes") as
more fully described herein. Notes may provide that settlement will be by way of cash settlement ("Cash Settled Notes") or physical delivery ("Physically
Settled Notes") as provided in the Issue Terms.
The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed 4,000,000,000 (or its equivalent in
other currencies). Notes may be issued on a continuing basis to one or more dealers appointed from time to time by the Issuer (the "Dealers" and each a
"Dealer"). References in this Base Prospectus to the "relevant Dealer" shall, in the case of an issue of Notes being (or intended to be) subscribed by more than
one Dealer, be to all Dealers agreeing to subscribe for such Notes as designated in each specific issue of Notes.
Potential investors should ensure that they understand the nature of the relevant Notes and the extent of their exposure to risks and that they consider
the suitability of the relevant Notes as an investment in the light of their own circumstances and financial condition. An investment in Notes may
involve a high degree of risk and potential investors should be prepared to sustain a total loss of the purchase price of their Notes. For a discussion of
these risks see the "Risk Factors" section on pages 11 to 49 below.
This Base Prospectus (as supplemented as at the relevant time, if applicable) is valid for 12 months from its date in relation to Notes which are to be admitted to
trading on a regulated market in the European Economic Area (the "EEA") and/or offered to the public in the EEA other than in the circumstances where an
exemption is available under Article 1(4) and/or 3(2) of the Prospectus Regulation (as defined below). The obligation to supplement this Base Prospectus in the
event of a significant new factor, material mistake or material inaccuracy does not apply when this Base Prospectus is no longer valid. This Base Prospectus has
been approved as a base prospectus by the Central Bank of Ireland, as competent authority under Regulation (EU) 2017/1129 (the "Prospectus Regulation").
The Central Bank of Ireland only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the
Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuer or Guarantor or the quality of the Notes that are the subject of

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this Base Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes. Such approval relates only to Notes that are to
be admitted to trading on the regulated market of Euronext Dublin (the "Regulated Market") or on another regulated market for the purposes of the Prospectus
Regulation and/or that are to be offered to the public in any member state of the EEA in circumstances that require the publication of a prospectus.
Application has been made to the Irish Stock Exchange plc trading as Euronext Dublin ("Euronext Dublin") for Notes issued under the Programme during the
period of 12 months from the date of this Base Prospectus to be admitted to its official list (the "Official List") and trading on the Regulated Market. References
in this Base Prospectus to Notes being listed (and all related references) shall mean that such Notes have been listed and admitted to the Official List and trading
on the Regulated Market or any other stock exchange specified in the Issue Terms of the Notes. Euronext Dublin is a regulated market for the purposes of
Directive 2014/65/EU (as amended, "MiFID II"). 3(a)(2) Notes will be Exempt Notes (as defined below) and will not be listed on any securities exchange or
quotation system in the United States.
The requirement to publish a prospectus under the Prospectus Regulation only applies to Notes which are to be admitted to trading on a regulated market in the
EEA and/or offered to the public in the EEA other than in circumstances where an exemption is available under Article 1(4) and/or 3(2) of the Prospectus
Regulation. References in this Base Prospectus to "Exempt Notes" are to Notes for which no prospectus is required to be published under the Prospectus
Regulation. The Central Bank of Ireland has neither approved nor reviewed information contained in this Base Prospectus in connection with Exempt Notes.
Application will be made to the Luxembourg Stock Exchange for the approval of the Base Prospectus as Base Listing Particulars ("Luxembourg Base Listing
Particulars") with respect to the Exempt Notes issued under the Programme during the period of 12 months from the date of this Base Prospectus to be
admitted to the Official List of the Luxembourg Stock Exchange and to trading on the Luxembourg Stock Exchange's Euro MTF Market (the "Euro MTF").
Application will be made to the Vienna Stock Exchange for the approval of the Base Prospectus as Base Listing Particulars ("Vienna Base Listing
Particulars", and together with the Luxembourg Base Listing Particulars, the "Base Listing Particulars") with respect to the Exempt Notes issued under the
Programme during the period of 12 months from the date of this Base Prospectus to be admitted to trading on the Vienna Stock Exchange's Euro MTF (the
"Vienna MTF"). The Euro MTF and the Vienna MTF are not regulated markets for the purposes of MiFID II. Save where expressly provided or the context
otherwise requires, where Exempt Notes are to be admitted to trading on the Euro MTF or the Vienna MTF references in this document to Base Prospectus shall
be construed to be to Base Listing Particulars.
Notes must not be offered, distributed or sold in Spain or to Spanish Residents who are not classified as Eligible Counterparties under MiFID II (as defined in
"Subscription and Sale and Transfer and Selling Restrictions Spain"). In addition, neither the Offering Documents nor any other marketing materials in
relation to the Notes shall be distributed in Spain other than to Eligible Counterparties, and no publicity of any kind shall be made in Spain. The sale, transfer, or
acquisition of Implicit Yield Notes (as defined in General Condition 2(j)), including, but not limited to, Zero Coupon Notes, to or by individuals (personas
físicas) who are tax resident in Spain (each a "Spanish Individual") is forbidden in all cases.
If and to the extent the Notes will be publicly offered, directly or indirectly, in Switzerland in the meaning of the Swiss Federal Act on Financial Services of 15
June 2018 ("FinSA") or if the Notes shall be admitted to trading on a Swiss trading venue in the sense of the Swiss Federal Financial Market Infrastructure Act
of 19 June 2015 ("FMIA"), e.g. the SIX Swiss Exchange, a prospectus pursuant to the requirements of Article 40 et seq. FinSA would be required as from 1
December 2020. Such requirement may be met on the basis of (i) an automatic recognition of this Base Prospectus in Switzerland under the rules of the FinSA
by way of a notification of, and a registration of the Base Prospectus with, a Swiss prospectus office (a "FinSA Prospectus Office") pursuant to the rules of the
FinSA, as implemented by the relevant FinSA Prospectus Office and (ii) depositing the relevant Final Terms with the FinSA Prospectus Office. Such a
registration pursuant to (i) would be possible for a Base Prospectus that is approved by the by the Central Bank of Ireland, as competent authority under the
Prospectus Regulation, i.e. for any Notes other than Exempt Notes.
Except to the extent the Base Prospectus is registered with the FinSA Prospectus Office under the rules of the FinSA, neither this Programme nor any other
offering or marketing material relating to the Notes constitutes a prospectus pursuant to the FinSA, and neither this Programme nor any other offering or
marketing material relating to the Notes may be publicly distributed or otherwise made publicly available in Switzerland, unless the requirements of FinSA and
FinSO for such public distribution are complied with.
None of the Notes constitute a participation in a collective investment scheme within the meaning of the Swiss Federal Act on Collective Investment Schemes of
23 June 2006 ("CISA") and are neither subject to the authorisation nor the supervision by the FINMA and investors do not benefit from the specific investor
protection provided under the CISA.
This Base Prospectus is being provided in the United States to (i) a limited number of "qualified institutional buyers" (each a "QIB") as defined in Rule 144A
under the Securities Act ("Rule 144A") who are also "qualified purchasers" (each a "QP") within the meaning of Section 2(a)(51)(A) of the United States
Investment Company Act of 1940, as amended (the "1940 Act"), and the rules and regulations thereunder, and Institutional Accredited Investors (as defined
below) (each an "IAI") who are also QPs that are investors in Notes issued by BBVA Global Markets B.V., (ii) a limited number of QIBs and IAIs (none of
which must be QPs) that are investors in Notes issued by BBVA Global Securities B.V. (other than 3(a)(2) Notes) and (iii) Accredited Investors (as defined
below) (each an "AI") that are investors in 3(a)(2) Notes, in each case, for informational use solely in connection with the consideration of the purchase of the
Notes being offered hereby. Its use for any other purpose in the United States is not authorised. The Notes (other than the 3(a)(2) Notes), the Spanish Law
Guarantee and any Entitlement(s) (as defined below) have not been and will not be registered under the Securities Act or any U.S. state securities laws and may
not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation
S") unless an exemption from the registration requirements of the Securities Act is available and in accordance with all applicable securities laws of any state of
the United States and any other jurisdiction. The 3(a)(2) Notes and the New York Law Guarantee will be offered pursuant to an exemption from registration
provided by Section 3(a)(2) of the Securities Act. The 3(a)(2) Notes and the New York Law Guarantee are not required to be, and have not been, registered
under the Securities Act or with any governmental authority. See "Form of the Notes" for a description of the manner and form in which Notes will be issued.
The Notes are subject to certain restrictions on transfer, see "Subscription and Sale and Transfer and Selling Restrictions". Notes (other than 3(a)(2) Notes)
offered in the United States subject to the foregoing restrictions may be offered by BBVA Securities Inc. (in such capacity, the "Initial Purchaser"). The Notes,
the Guarantee and any Entitlement(s) do not constitute, and have not been marketed as, contracts of sale of a commodity for future delivery (or options thereon)
subject to the United States Commodity Exchange Act, as amended (the "CEA"), and trading in the Notes has not been approved by the U.S. Commodity
Futures Trading Commission pursuant to the CEA. The Notes are not deposits or savings accounts and are not insured by the Federal Deposit Insurance
Corporation or any other governmental agency of the United States or any other jurisdiction. BBVA Securities Inc. is an affiliate of BBVA Global Securities
B.V. and the Guarantor and, as such, will have a "conflict of interest" in any offering of 3(a)(2) Notes in which it participates, as either principal or agent, within
the meaning of Rule 5121 of the Financial Industry Regulatory Authority ("FINRA") (or any successor rule thereto) ("Rule 5121"). Consequently, any such
offering will be conducted in compliance with the provisions of Rule 5121. See "Subscription and Sale and Transfer and Selling Restrictions--Conflicts of
Interest ".
IMPORTANT EEA RETAIL INVESTORS - If the Issue Terms in respect of any Notes includes a legend entitled "Prohibition of Sales to EEA Retail
Investors", the Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of
MiFID II; (ii) a customer within the meaning of Directive 2016/97/EU, as amended or superseded (the "Insurance Distribution Directive"), where that
customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the
Prospectus Regulation. Consequently no key information document required by Regulation (EU) No 1286/2014, as amended or superseded (the "PRIIPs
Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or
selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.
IMPORTANT SWISS RETAIL INVESTORS - If and to the extent the Notes will be offered, sold or advertised, directly or indirectly to retail clients
(Privatkundinnen und -kunden) ("Retail Clients") pursuant to Article 4 para. 2 FinSA a key investor document (Basisinformationsblatt) in the sense of
Article 58 et seq. of FinSA relating to the Notes (a "FinSA-KID") would need to be prepared, unless the Retail Clients shall receive a key information document

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pursuant to the PRIIPs Regulation instead of a FinSA-KID. Prior to 1 January 2022, the issuer may use a Swiss simplified prospectus in the sense of the CISA
("Swiss Simplified Prospectus") instead of a FinSA-KID or a key information document pursuant to the PRIIPs Regulation.
IMPORTANT UK RETAIL INVESTORS If the applicable Issue Terms in respect of any Notes includes a legend entitled "Prohibition of Sales to UK
Retail Investors", the Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to
any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in
point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or
(ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97,
where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of
domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by
virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the
EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and
therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
MIFID II PRODUCT GOVERNANCE TARGET MARKET The applicable Issue Terms in respect of any Notes may include a legend entitled "MiFID II
Product Governance Target Market" which will outline the target market assessment in respect of the Notes and which channels for distribution of the Notes
are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either
adopting or refining the target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product Governance rules under EU Delegated Directive
2017/593 (the "MiFID Product Governance Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither
the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance Rules.
UK MiFIR product governance - target market The applicable Issue Terms in respect of any Notes may include a legend entitled "UK MiFIR Product
Governance" which will outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any
person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the target market assessment; however, a
distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is
responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target market assessment) and
determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product Governance Rules, any Dealer subscribing for
any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a
manufacturer for the purpose of the UK MiFIR Product Governance Rules.
EU BENCHMARK REGULATION  Amounts payable under the Notes or assets deliverable under the Notes may be calculated or otherwise determined by
reference to certain reference rates, indices or other variables, which may constitute a benchmark under the Benchmark Regulation (EU Regulation 2016/1011
"BMR"). If any such reference rate, index or variable does constitute such a benchmark, the relevant Issue Terms in respect of any Notes which are not Exempt
Notes will indicate whether or not the administrator thereof is included in the register of administrators and benchmarks established and maintained by the
European Securities and Markets Authority ("ESMA") pursuant to Article 36 of the BMR. Not every reference rate, index or variable will fall within the scope
of the Benchmarks Regulation. Furthermore, transitional provisions in the BMR may have the result that the administrator of a particular benchmark is not
required to appear in the register of administrators and benchmarks at the date of the relevant Issue Terms. The registration status of any administrator under the
BMR is a matter of public record and, save where required by applicable law, the Issuer does not intend to update any Issue Terms to reflect any change in the
registration status of any administrator.
Each of BBVA Global Markets B.V. and BBVA Global Securities B.V. is incorporated under Dutch law and has its seat in Amsterdam, the
Netherlands but has its tax residency in Spain. The Guarantor is incorporated and has its tax residency in Spain. The guarantor in respect of the
3(a)(2) Notes is Banco Bilbao Vizcaya Argentaria, S.A., acting through its New York Branch. Potential investors should note the statements on pages
[478] to [484] (inclusive) regarding the tax treatment in Spain of income obtained in respect of the Notes.
The Issuer and the Guarantor may agree with the relevant Dealer that Notes may be issued in a form not contemplated by the "Terms and Conditions of the
Notes" set out herein, in which event a Supplement to this Base Prospectus, if appropriate, will be made available which will describe the effect of the agreement
reached in relation to such Notes.
In connection with any offering of Notes under this Base Prospects, the Dealers are not acting for anyone other than the Issuer and will not be responsible to
anyone other than the Issuer for providing the protections afforded to their clients nor for providing advice in relation to the offering.
Arranger
BBVA
Dealers
BBVA
BBVA Securities Inc.
The date of this Base Prospectus is 9 February 2021.

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Notice of the Aggregate Nominal Amount of Notes, interest (if any) payable in respect of Notes, the issue price
of Notes and certain other information which is applicable to each Tranche (as defined under "Terms and
Conditions of the Notes") of Notes (other than in the case of Exempt Notes) will be set out in a final terms
document (the "Final Terms") which will be filed with the Central Bank and published on the website of
Euronext Dublin (www.ise.ie). In the case of Exempt Notes, notice of the Aggregate Nominal Amount of Notes,
interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is
applicable to each Tranche will be set out in a pricing supplement document (the "Pricing Supplement").
References herein to "Issue Terms" mean either (i) where the Notes are not Exempt Notes, the applicable Final
Terms or (ii) where the Notes are Exempt Notes, the applicable Pricing Supplement, and references should be
construed accordingly. Copies of the Issue Terms will be available from the specified office set out below of the
Principal Paying Agent (as defined below).
The Issuer and the Guarantor (the "Responsible Persons") accept responsibility for the information contained in
this Base Prospectus and the Issue Terms for each Tranche of Notes issued under the Programme. To the best of
the knowledge of the Responsible Persons the information contained in this Base Prospectus is in accordance
with the facts and does not omit anything likely to affect the import of such information.
This Base Prospectus is to be read in conjunction with all documents which are incorporated herein by reference
(see "Documents Incorporated by Reference"). This Base Prospectus shall be read and construed on the basis
that such documents are incorporated and form part of this Base Prospectus. Other than in relation to the
documents which are incorporated herein by reference (see "Documents Incorporated by Reference"), the
information on the websites to which this Base Prospectus refers does not form part of this Base Prospectus and
has not been scrutinised or approved by the Central Bank of Ireland.
The language of this Base Prospectus is English. Any foreign language text that is included with or within this
document has been included for convenience purposes only and does not form part of this Base Prospectus.
The Dealer(s) have not independently verified the information contained herein. Accordingly, no representation,
warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the
Dealer(s) as to the accuracy or completeness of the information contained or incorporated in this Base
Prospectus or any other information provided by the Issuer or the Guarantor in connection with the Programme.
No Dealer accepts any liability in relation to the information contained or incorporated by reference in this Base
Prospectus or any other information provided by the Issuer or the Guarantor in connection with the Programme.
No person is or has been authorised by the Issuer or the Guarantor to give any information or to make any
representation not contained in or not consistent with (a) this Base Prospectus or (b) any other information
supplied in connection with the Programme or the Notes and, if given or made, such information or
representation must not be relied upon as having been authorised by the Issuer, the Guarantor or any of the
Dealer(s).
Neither this Base Prospectus nor any other information supplied in connection with the Programme or any Notes
(a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a
recommendation by the Issuer, the Guarantor or any of the Dealer(s) that any recipient of this Base Prospectus
or any other information supplied in connection with the Programme or any Notes should purchase any Notes.
Each investor contemplating purchasing any Notes should make its own independent investigation of the
financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and/or the Guarantor.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or the issue
of any Notes constitutes an offer or invitation by or on behalf of the Issuer or the Guarantor or any of the
Dealer(s) to any person to subscribe for or to purchase any Notes.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein concerning the Issuer and/or the Guarantor is correct
at any time subsequent to the date hereof or that any other information supplied in connection with the
Programme is correct as of any time subsequent to the date indicated in the document containing the same. The
Dealer(s) expressly do not undertake to review the financial condition or affairs of the Issuer or the Guarantor
during the life of the Programme or to advise any investor in the Notes of any information coming to their
attention.
IMPORTANT INFORMATION RELATING TO THE USE OF THIS BASE PROSPECTUS AND
OFFERS OF NOTES GENERALLY
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any
jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The

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distribution of this Base Prospectus and the offer or sale of Notes may be restricted by law in certain
jurisdictions. The Issuer, the Guarantor and the Dealer(s) do not represent that this Base Prospectus may be
lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration
or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any
responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the
Issuer, the Guarantor or the Dealer(s) which is intended to permit a public offering of any Notes or distribution
of this Base Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Notes may
be offered or sold, directly or indirectly, and neither the Offering Documents nor any advertisement or other
offering material may be distributed or published in any jurisdiction, except under circumstances that will result
in compliance with any applicable laws and regulations. Persons into whose possession the Offering Documents
or any Notes may come must inform themselves about, and observe, any such restrictions on the distribution of
the Offering Documents and the offering and sale of Notes. In particular, there are restrictions on the
distribution of the Offering Documents and the offer or sale of Notes in, without limitation, Japan, the United
States and the EEA (including, without limitation, the United Kingdom, Spain, the Republic of Italy, Germany
and France) (see "Subscription and Sale and Transfer and Selling Restrictions").
This Base Prospectus has been prepared on a basis that would permit an offer of Notes with a denomination of
less than 100,000 (or its equivalent in any other currency) only in circumstances where there is an exemption
from the obligation under the Prospectus Regulation to publish a prospectus. As a result, any offer of Notes in
any member state of the EEA or the UK (each, a "Relevant State") must be made pursuant to an exemption
under Article 1(4) of the Prospectus Regulation from the requirement to publish a prospectus for offers of Notes.
Accordingly any person making or intending to make an offer of Notes in that relevant Member State may only
do so in circumstances in which no obligation arises for the Issuer, the Guarantor or any Dealer to publish a
prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23
of the Prospectus Regulation, in each case, in relation to such offer, unless specified otherwise in the applicable
Final Terms.
The Notes will not be listed on the SIX Swiss Exchange or on any other exchange or regulated trading facility in
Switzerland. This document does neither constitute a listing prospectus within the meaning of the listing rules of
the SIX Swiss Exchange nor any other regulated trading facility in Switzerland or a simplified prospectus in the
sense of the CISA. The Notes do not constitute a collective investment scheme within the meaning of the
CISA. Therefore, they are not subject to authorisation by the Swiss Financial Market Supervisory
Authority FINMA and potential investors do not benefit from the specific investor protection provided
under the CISA. Investors bear the credit risk of the Issuer and the Guarantor.
Notes must not be offered, distributed or sold in Spain or to Spanish Residents who are not classified as Eligible
Counterparties under MiFID II (as described in "Subscription and Sale and Transfer and Selling Restrictions 
Spain"). In addition, no publicity of any kind shall be made in Spain.
None of the Issuer, the Guarantor or the Dealer(s) makes any representation to any investor in the Notes
regarding the legality of its investments under any applicable laws. Any investor in the Notes should be able to
bear the economic risk of an investment in the Notes for an indefinite period of time.
The Notes may not be a suitable investment for all investors. Each potential purchaser of Notes should realise
that investing in the Notes entails significant risks and may not be appropriate for purchasers lacking financial
expertise. Prospective purchasers should consult their own financial, tax and legal advisors as to the risks
entailed by an investment in such Notes and the suitability of such Notes in light of their particular
circumstances and ensure that its acquisition is fully consistent with their financial needs and investment
policies, is lawful under the laws of the jurisdiction of its incorporation and/or in which it operates, and is a
suitable investment for it to make. Each potential investor in the Notes must determine the suitability of that
investment in light of its own circumstances. In particular, each potential investor may wish to consider, either
on its own or with the help of its financial and other professional advisors, whether it:
(a)
has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and
risks of investing in the Notes and the information contained or incorporated by reference in this Base
Prospectus or any applicable Supplement to this Base Prospectus and all the information contained in
the Issue Terms;
(b)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular
financial situation, an investment in the Notes and the impact the Notes will have on its overall
investment portfolio;

5

(c)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including Notes with principal or interest payable in one or more currencies, or where the specified
currency for principal or interest payments of the Notes is different from the potential investor's
currency;
(d)
understands thoroughly the terms of the Notes and be familiar with the behaviour of any relevant
indices and financial markets;
(e)
in respect of Notes linked to the performance of, without limitation, one or more, or a combination of,
underlying shares or depositary receipts, indices, rates of interest, other rates, foreign exchange rates,
exchange traded fund shares, funds, inflation indices and/or entities (together, "Reference Items" and
each, a "Reference Item") (in respect of such Notes, together, "Reference Item Linked Notes" and
each a "Reference Item Linked Note"), understands thoroughly (if necessary, in consultation with the
investor's own legal, tax, accountancy, regulatory, investment or other professional advisers) the nature
of each such Reference Item Linked Note; and
(f)
is able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic,
interest rate and other factors that may affect its investment and its ability to bear the applicable risks.
None of the Issuer, the Guarantor, the Dealer or any affiliate of BBVA has given, and will not give, to any
potential investor in Notes (either directly or indirectly) any assurance, advice, recommendation or guarantee as
to the merits, performance or suitability of such Notes, and the investor should be aware that the Issuer is acting
as an arm's-length contractual counterparty and not as an advisor or fiduciary.
In making an investment decision, investors must rely on their own examination of the Issuer and the Guarantor
and the terms of the Notes being offered, including the merits and risks involved.
No website referred to in this Base Prospectus forms part of this Base Prospectus.
SPANISH TAX RULES
Article 44 of Royal Decree 1065/2007, of 27 July ("RD 1065/2007"), as amended by Royal Decree 1145/2011,
of 29 July ("RD 1145/2011"), sets out the reporting obligations applicable to preference shares and debt
instruments (including debt instruments issued at a discount for a period equal to or less than twelve months)
issued under the First Additional Provision of Law 10/2014, of 26 June, on Organisation, Supervision and
Solvency of Credit Entities ("Law 10/2014").
General
The procedure described in this Base Prospectus for the provision of information required by Spanish laws and
regulations is a summary only. Holders of Notes must seek their own advice to ensure that the relevant
procedures to ensure correct tax treatment of their Notes are complied with. None of the Issuer, the
Guarantor, the Dealer(s), the Paying Agents, the European Clearing Systems or DTC assumes any responsibility
therefor.
NO HOLDING OF IMPLICIT YIELD NOTES BY SPANISH INDIVIDUALS
The sale, transfer, or acquisition of Implicit Yield Notes (as defined below), including, but not limited to, Zero
Coupon Notes, to or by individuals (personas físicas) who are tax resident in Spain (each a "Spanish
Individual") is forbidden in all cases. Any transfer of Implicit Yield Notes to or by Spanish Individuals is not
permitted and such transfer will be considered null and void by the Issuer and the Guarantor. Accordingly,
neither the Issuer nor the Guarantor will recognise any Spanish Individual as an owner of Implicit Yield Notes.
"Implicit Yield Notes" means Notes in respect of which the income derives from (a) the difference between the
redemption amount and the issue price of the Notes, or (b), subject to the paragraph below, a combination of (i)
an explicit coupon and (ii) the difference between the redemption amount and the issue price of the Notes.
For the purposes of this Base Prospectus and in accordance with Spanish tax regulations, Notes with the
characteristics set out in (b) above will only be deemed Implicit Yield Notes if the interest payable in each year
(explicit coupon) is lower than the Interest Rate of Reference applicable as of the Issue Date.
The "Interest Rate of Reference" shall be the interest rate applicable to each calendar quarter determined by
reference to 80 per cent. of the weighted average rate fixed in the preceding calendar quarter for a (a) 3 year
Spanish Government Bond issues, if the Notes have a term of 4 years or less, (b) 5 year Spanish Government
Bond issues, if the Notes have a term of more than 4 years but equal or less than 7 years, or (c) 10, 15 or 30 year
Spanish Government Bond issues, if the Notes have a term of more than 7 years, all as determined by the
Calculation Agent in a commercially reasonable manner.

6

U.S. INFORMATION
This Base Prospectus is being provided in the United States to (i) a limited number of QIBs who are also QPs
and Institutional Accredited Investors (each an "IAI") who are also QPs (each as defined under "Form of
Notes") that are investors in Notes issued by BBVA Global Markets B.V., (ii) a limited number of QIBs and
IAIs (none of which must be QPs) that are investors in Notes issued by BBVA Global Securities B.V. (other
than 3(a)(2) Notes) and (iii) Accredited Investors (each an "AI") (as defined under "Form of Notes") that are
investors in 3(a)(2) Notes, in each case, for informational use solely in connection with the consideration of the
purchase of the Notes being offered hereby. Its use for any other purpose in the United States is not authorised.
It may not be copied or reproduced in whole or in part nor may it be distributed or any of its contents disclosed
to anyone other than the prospective investors to whom it is originally submitted.
Neither the Notes, the Spanish Law Guarantee nor any Entitlement(s) have been or will be registered under the
Securities Act. The 3(a)(2) Notes and the New York Law Guarantee will be offered pursuant to an exemption
from registration provided by Section 3(a)(2) of the Securities Act. The 3(a)(2) Notes and the New York Law
Guarantee are not required to be, and have not been, registered under the Securities Act or with any
governmental authority. Trading in the Notes has not been approved by the CFTC under the CEA. Subject to
certain exceptions, Notes (other than 3(a)(2) Notes) may not be offered, sold or delivered within the United
States or to, or for the account or benefit of, U.S. persons. The Notes are not deposits or savings accounts and
are not insured by the Federal Deposit Insurance Corporation or any other governmental agency of the United
States or any other jurisdiction.
The Notes in bearer form are subject to U.S. tax law requirements and may not be offered, sold or delivered
within the United States or its possessions or to United States persons, except in certain transactions permitted
by U.S. Treasury regulations. Terms used in this paragraph have the meanings given to them by the U.S.
Internal Revenue Code of 1986 and the regulations promulgated thereunder.
Registered Notes issued by BBVA Global Markets B.V. may be offered or sold within the United States only to
QIBs who are also QPs or to IAIs who are also QPs and Registered Notes issued by BBVA Global Securities
B.V. (other than 3(a)(2) Notes) may be offered or sold within the United States only to QIBs or to IAIs, in each
case, in transactions exempt from registration under the Securities Act in reliance on Rule 144A or any other
applicable exemption. 3(a)(2) may be offered or sold only to AIs. Each U.S. purchaser of Registered Notes
(other than 3(a)(2) Notes) is hereby notified that the offer and sale of any Registered Notes to it may be being
made in reliance upon the exemption from the registration requirements of the Securities Act provided by Rule
144A and one or more exemptions and/or exclusions from regulation under the CEA, as amended.
Purchasers of Definitive IAI Registered Notes (as defined under "Form of Notes Registered Notes") and Notes
represented by a Rule 144A Global Note will be required to execute and deliver an Investment Letter (as
defined under "Terms and Conditions of the Notes"). Each purchaser or holder of Definitive IAI Registered
Notes, Notes represented by a Rule 144A Global Note or any Notes issued in registered form in exchange or
substitution therefor (together "Legended Notes") will be deemed, by its acceptance or purchase of any such
Legended Notes, to have made certain representations and agreements intended to restrict the resale or other
transfer of such Notes as set out in "Subscription and Sale and Transfer and Selling Restrictions". Unless
otherwise stated, terms used in this paragraph have the meanings given to them in "Form of Notes".
The Notes have not been approved or disapproved by the United States Securities and Exchange Commission,
the New York Superintendent of Financial Services or any other securities commission or other regulatory
authority in the United States, nor have the foregoing authorities approved this Base Prospectus or confirmed the
accuracy or determined the adequacy of the information contained in this Base Prospectus. Any representation
to the contrary is unlawful.
In addition, the Notes may not be offered, sold or transferred to any U.S. person that is a benefit plan investor, is
using the assets of a benefit plan investor to acquire such Notes or that will at any time hold such Notes for a
benefit plan investor (including assets that may be held in an insurance company's separate or general accounts
where assets in such accounts may be deemed "plan assets" for purposes of ERISA). For the purposes hereof,
the term "benefit plan investor" means (A) any employee benefit plan (as defined in section 3(3) of ERISA),
(B) any plan described in section 4975(e)(1) of the U.S. Internal Revenue Code, or (C) any entity whose
underlying assets include plan assets by reason of a plan's investment in the entity (within the meaning of the
U.S. Department of Labor Regulations section 2510.3-101 as modified by section 3(42) of ERISA) and the term
"ERISA" means the U.S. Employee Retirement Income Security Act of 1974, as amended.

7

AVAILABLE INFORMATION
To permit compliance with Rule 144A in connection with any resales or other transfers of Notes that are
"restricted securities" within the meaning of the Securities Act, each of Issuer and the Guarantor have
undertaken in a deed poll dated 10 November 2009 (in the case of notes issued by BBVA Global Markets B.V.)
or in a deed poll dated 9 February 2021 (in the case of notes issued by BBVA Global Securities B.V.) ( the deed
poll applicable to a Tranche of Notes, the "Deed Poll") to furnish, upon the request of a holder of such Notes or
any beneficial interest therein, to such holder or to a prospective purchaser designated by him, the information
required to be delivered under Rule 144A(d)(4) under the Securities Act if, at the time of the request, any of the
Notes remain outstanding as "restricted securities" within the meaning of Rule 144(a)(3) of the Securities Act
and the Issuer or the Guarantor, as the case may be, is neither a reporting company under Section 13 or 15(d) of
the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor exempt from reporting
pursuant to Rule 12g3-2(b) thereunder.
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
The Issuer and the Guarantor are corporations organised under the laws of the Netherlands and Spain
respectively. All or most of the officers and directors of the Issuer and the Guarantor named herein reside
outside the United States and all or a substantial portion of the assets of the Issuer and the Guarantor and of such
officers and directors are located outside the United States. As a result, it may not be possible for investors to
effect service of process outside the Netherlands and Spain upon the Issuer and Spain upon the Guarantor or
such persons, or to enforce judgments against them obtained in courts outside the Netherlands and Spain
predicated upon civil liabilities of the Issuer and the Guarantor or such directors and officers under laws other
than the laws of the Netherlands and the laws of Spain, including any judgment predicated upon United States
federal securities laws.

8

TABLE OF CONTENTS
GENERAL DESCRIPTION OF THE PROGRAMME ....................................................................................... 10
RISK FACTORS .................................................................................................................................................. 11
DOCUMENTS INCORPORATED BY REFERENCE ....................................................................................... 50
TERMS AND CONDITIONS OF THE NOTES ................................................................................................. 52
Annex 1
Additional Terms and Conditions for Payouts ....................................................................... 100
Annex 2
Additional Terms and Conditions for Index Linked Notes .................................................... 137
Annex 3
Additional Terms and Conditions for Equity Linked Notes .................................................. 150
Annex 4
Additional Terms and Conditions for ETF Linked Notes ...................................................... 167
Annex 5
Additional Terms and Conditions for Fund Linked Notes ..................................................... 184
Annex 6
Additional Terms and Conditions for Inflation Linked Notes ............................................... 195
Annex 7
Additional Terms and Conditions for Foreign Exchange (FX) Rate Linked Notes ............... 201
Annex 8
Additional Terms and Conditions for Credit Linked Notes ................................................... 213
Annex 9
USD LIBOR Benchmark Transition Event ........................................................................... 286
FORM OF NOTES ............................................................................................................................................. 290
FORM OF FINAL TERMS FOR NON-EXEMPT NOTES .............................................................................. 297
FORM OF PRICING SUPPLEMENT FOR EXEMPT NOTES ........................................................................ 375
FORM OF FUNGIBLE TRANCHE PRICING SUPPLEMENT FOR EXEMPT NOTES (BEARER FORM) 449
USE OF PROCEEDS ......................................................................................................................................... 453
BOOK-ENTRY CLEARANCE SYSTEMS ...................................................................................................... 455
DESCRIPTION OF BBVA GLOBAL MARKETS B.V.................................................................................... 461
DESCRIPTION OF BBVA GLOBAL SECURITIES B.V. ............................................................................... 465
DESCRIPTION OF BANCO BILBAO VIZCAYA ARGENTARIA, S.A. ....................................................... 467
TAXATION ....................................................................................................................................................... 488
SUBSCRIPTION AND SALE AND TRANSFER AND SELLING RESTRICTIONS .................................... 532
GENERAL INFORMATION ............................................................................................................................. 558

9

GENERAL DESCRIPTION OF THE PROGRAMME

GENERAL DESCRIPTION OF THE PROGRAMME

The following overview does not purport to be complete and is qualified in its entirety by, the remainder of this
Base Prospectus and, in relation to the terms and conditions of any particular Tranche of Notes, the applicable
Final Terms or the applicable Pricing Supplement.

Under the Programme, the Issuer may from time to time issue Notes. The issue terms of each Tranche of Notes
will be agreed between the Issuer, the Guarantor and the Dealer(s) prior to the issue of such Tranche. The issue
terms of each Tranche of Notes other than Exempt Notes will be set out and completed by Part A of the
applicable Final Terms or as modified and/or supplemented, as applicable. The issue terms of each Tranche of
Exempt Notes, will be set out in a pricing supplement documented by Part A of the applicable Pricing
Supplement and in the case of a further issue of Exempt Notes in bearer form, at the election of the Issuer, as set
out in and amended by the Tranche specific terms in a fungible tranche Pricing Supplement.

10