Unnhn Banc, S.A. Audit report, Annual Accounts at 31 December 2011 and Directors’ Report for 2011 pwc This version ofour report is afree iranslationfrom tite original, which wasprepared in Spanish. Allpossible care has been taken to ensure that the transiation is an accurate representation of tite original. Ifowever, in all matters ofinterpretation ofinformation, views or opinions, tite original lunguage version ofour report takes precedence over this fransiation REPORT OF THE AUDITORS ON THE ANNUAL ACCOUNTS To the Single Shareholder of Unnim Banc, S.A.: 1. We have audited the annual accounts of Unnim Banc, SA. consisting of the balance sheet at 31 December 2011, the income statement. the staternent of changes in equity, ifie cash flow statement and related notes to the annual accounts for the year then ended. The directors are responsible for the preparation of the annual accounts in accordance with the financial reporting framework applicable to the Entity (which is identified in Note 1.3 of the attached notes) and, in particular, with the accounting principies and standards contained therein. Our responsibility is to express an opinion on tbe annual accounts taken as a whole, based on the work we performed. Except for the matter mentioned in paragraph 2 below, our work was carried out in accordance with legislation governing the audit practice in Spain, which requires the examination, on a test basis, of evidence supporting the annual accounts and an evaluation of whether their overali presentation, the accounting principles and entena applied and the estimates made are in accordance with the applicable financial reporting framework. 2. As is indicated in Note 22 of the accompanying notes to the annual accounts, at 31 December 2011 the Entity included deferred tax assets and liabilities totalling €967,361 thousand and €31o,468 thousand, respectively, in the accompanying annual accounts. The Entitys provisional Directors, designated by the Ordered Banking Restructuning Fund (FROB) does not consider it precise to prepare the financial projections that support the recovery of the aforementioned deferred tax assets within a reasonable time due to the fact that Unnim Banc, S.A. will be merged into Banco Bilbao Vizcaya Argentania (BBVA), as descnibed in paragraph 5 below. As a result, with the consideration that the completion of the acquisition of Unnim by BBVA (of recognised solvency) is subject to certain conditions precedent, at the date this report is issued we do not have sufficient information to reach a conclusion as to whether or not sufficient positive tax bases will be obtained in the future to recover the deferred tax assets mentioned aboye. 3. In our opiniori, except for the effects of any adjustment that may have been considered necessar if the information indicated in paragraph 2 aboye had been known, the accompanying annual accounts for 2011 present fairiy, in all material respects, the financial position of Unnim Banc, S.A. at 31 December 2011 and the results of its operations and cash flows fon the year then ended in accordance with the applicable financial reporting framework and in particular the accounting principies and standards contained therein. PricewaterhouseCoopers Auditores, S.L, Edificio Caja de Madrid, Avda. Diagonal, 640, 08017 Barcelona T: +3 932 532 700 E: +34 934 059 032, www.pwc.com/es pwc 4. Without affecting our audit opinion, we draw your attention to the matters indicated in Note 1.2 of the accompanying notes to the annual accounts, which indicate that the Entity was incorporated in 2011 as a result of Caixa d’Estalvis Unió de Caixes de Manilen, Sabadell i Terrassa transferring the assets and liabilities relating to its financial activity. 5. Without affecting our audit opinion, we draw your attention to the matters indicated in Note 1.2. of the accompanying notes to the annual accounts, which indicates that on 30 September 2011 the Ordered Banking Restructuring Fund (FROB) became the single shareholder of Unnim Banc, SA. with ioo% of share capital in order tobe able to comply with the io% Tier 1 capital ratio required in accordance with Royal Decree Law 2/2011 (iS February) on the reinforcement of the Spanish financial system. As is indicated in Notes 1.7.3 and 1.14.1 of the accompanying notes to the annual accounts, the Entity has incurred losses in 2011 that give rise to additional capital needs at 31 December 2011 totalling €416,19o thousand, in order to comply with the io% Tier 1 capital ratio established by Royal Decree Law 2/2011. On 7 March 2012, Banco Bilbao Vizcaya Argentaria, SA xvas awarded Unnim Banc, S.A., after the open auction carried out by the FROB. In accordance with this process, the FROB, the Credit Institution Deposit Guarantee Fund and Banco Bilbao Vizcaya Argentaria, SA. concluded a share purchase agreement under which Banco Bilbao Vizcaya Argentaria, S.A. will acquire ioo% of the shares in Unnim Banc, SA., once the conditions precedent established in that agreenient are met. Access to the reserves necessary to guarantee the future solvency of Unnim Banc, S.A. and its capacity to continue as a going concern, such that it may realise its assets and settle its liabilities in the amounts indicated in the accompanying annual accounts, will depend on the final formal purchase by Banco Bilbao Vizcaya Argentaria, S.A. 6. Without affecting our audit opinion, we draw your attention to the matters indicated in Note 1.14.3 of the accompanying notes to the annual accounts regarding the fact that on 4 February 2012 Royal Decree - Law 2/2012 (3 February) was published and it establishes new measurement adjustment and additional capital requirements, intended to cover the impairment of assets associated with real estate activities. The Bank of Spain published Circular 2/2012 (29 February) to amend Circular 4/2004 (22 December), and adapts Circular 4/2004 to the provisions of Royal Decree-Law 2/2012. 2 pwc This legislation articulates a new coverage system for ah financing and foreclosed assets, or assets received as payment of debt, relating to the real estate sector. Ai additional maximum quality capital requirement (Tier 1) was established to cover doubtful or sub prime assets, or foreclosures, relating to the flnancing of land for real estate developments. These new additional provision and capital requirements will have to be executed during 2012, although entities involved with merger processes wiIl have an additional twelve months, on an exceptional basis. As is indicated in Note 1.14.3 of the accompany notes to the annual accounts, although the Entitys Provisional Administrator has made its best estimate to determine the impairment that has arisen in 2011 for the purposes of preparing the accompanying annual accounts for 2011, based on the calculations made by that shareholders, the new requirements covering measurement adjustments and additional capital, based on the aforementioned legislation, total €892 thousand and €484 thousand, respectively. 7. The accompanying Directors’ Report for 2011 contains me information that the Directors consider relevant to the Entity’s situation, the development of its businesses and other matters and does not form an integral part of the annual accounts. We have verified that the accounting information contained in the Directors’ Report is in agreement with that of the annual accounts for 2011. Our work as auditors is himited to checking the Directors’ Report within the scope already mentioned in this paragraph and it does not include a review of information other than that obtained from ffie accounting records kep by the 9tfty. / Price aterhouseC pers Auditores, S.L. 27 April 2012 3 Translation of financial statements originally issued in Spanish. This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish-language version prevails. Unnim Banc, S.A Annual Accounts and Directors' Report for the year ended 31 December 2011 together with an Independent Auditors’ Report 1 Translation of financial statements originally issued in Spanish. This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish-language version prevails. Unnim Banc Public balance sheet at 31 December 201120112011 (Thousand euro) (Thousand euro) 201120112011 Cash and deposits at central banks (note 5) 241,771 Trading portfolio (Note 6) 5,181 Derivatives held for trading 5,181 Other financial assets at fair value with changes in profit or loss (Note 7) 322322322 Debt securities 322 Available --- forforfor --- sale financial assets (Note 8) 3,610,672 Debt securities 3,265,470 Equity instruments 345,202 Memorandum account: By way of loan or guarantee 1,925,634 Loans (Note 9) 19,596,777 Bank deposits 152,364 Customer loans 18,361,485 Debt securities 1,082,928 Memorandum account: By way of loan or guarantee 2,431,529 HeldHeldHeld ---tototo ---maturity investment portfolio (Note 10) 2,033,776 Memorandum account: By way of loan or guarantee 934,188 Adjustments to financial assets due to macro ---hedging --- Hedging derivatives (Note 11) 516,419 NonNonNon ---current assets for sale (Note 12) 545,082 Shareholdings (Note 13) 911,999 Associated companies 18,083 Jointly -controlled companies 144,829 Group companies 749,087 Insurance contracts linked to pensions (Note 18) 13,636 Property, plant and equipment (Note 14) 810,712 Property, plant and equipment 493,171 For own use 493,171 Assigned under operating lease - Investment properties 317,541 Memorandum account: Acquired under finance lease - Intangible assets (Note 15) 6,860 Other intangible assets 6,860 Tax assets (Note 22) 977,296 Current 9,935 Deferred 967,361 Other assets (Note 16) 242,897 Total assets 29,513,400 Notes 1 to 45 and the appendices described in the accompanying annual accounts form an integral part of the balance sheet at 31 December 2011.