Questions and answers about the offer to Banco Sabadell shareholders

• The aim is ultimately to merge the two banks, to build a more solid, more competitive and profitable entity and erect a benchmark within the market in terms of assets, loans and deposits. The new bank will have greater scale, which will put us in a better position to address the structural challenges posed by the financial sector, while efficiently making the necessary investments in digital transformation within an increasingly global sector.
• The complementarity and the ability to generate significant synergies make this transaction financially attractive for the shareholders of both BBVA and Banco Sabadell.
• BBVA remains firmly committed to all the markets in which it operates, and from a position of strength it will step up its support for businesses and for cultural, scientific and social projects. It will do this not only through its core banking activity, but also through its various foundations in Catalonia, the Valencian Community and the other regions where Banco Sabadell is present.

• The transaction will also be positive for our other stakeholders.
  • Our customers stand to benefit from a unique value proposition, thanks to the synergies between both franchises, a wider range of products and the new bank’s more global outreach.
  • Employees will have access to new career and growth opportunities within an even more global entity.
  • Greater lending capacity to households and businesses (approximately €5.4 billion in additional lending per year after the merger) and to contribute to the public coffers via the taxes.
  • This will ultimately lead to greater economic and social progress.

• BBVA offers Banco Sabadell’s shareholders¹:
  • One newly issued share in BBVA for every 5.5483 shares of Banco Sabadell.
  • Additionally, Banco Sabadell shareholders who take up the offer will receive €0.70 in cash for every 5.5483 common shares of Banco Sabadell.

¹According to the offer presented on May 9, 2024, the consideration (initially 1 new-issue BBVA share for every 4.83 Banco Sabadell shares) has been adjusted to reflect: (i) the dividend payments made by Banco Sabadell since the offer was first announced (€0.08 gross per share on October 1, 2024,  and €0.1244 gross per share on March 28, 2025 and €0.07 gross per share on August 29, 2025); and (ii) the dividend payments made by BBVA since the offer was first announced (€0.29 euros gross per share on October 10, 2024 and €0.41 gross per share on April 10, 2025).

• This is a highly attractive offer for Banco Sabadell shareholders for several reasons:
  • Following BBVA’s offer, Banco Sabadell share price stands at its highest level in more than a decade.
  • The current equivalent value of the offer has increased by 43 percent since the day previous to the merger talks being made public, on April 29, 2024, rising from the initial €12.2 billion² offer to the current €17.4 billion³.
  • The offer represents a significant premium above Banco Sabadell share price on the day previous to the merger talks being disclosed: 30 percent over the closing price on April 29, 2024; and 42 percent over the weighted average price for the month prior to that date. This premium is well above that of similar transactions in the European banking industry over the past two years (c. 30 percentage points above the average premium of those deals).
  • BBVA’s current valuation and its upside potential. Analysts forecast an upside of up to +8 percent for BBVA shares, while Banco Sabadell’s could see a downward correction of around -3 percent⁴.
  • While the implementation of total synergies -estimated at €900 million per year following the merger⁵- would be delayed for one year compared to the original scenario (i.e. 2029 instead of 2028) due to the condition imposed by the Spanish Council of Ministers, the preparation for the integration in previous years will enable the full realization of synergies in the first year following the merger.
  • The transaction will create significant future value for Banco Sabadell shareholders, who will obtain earnings per share (EPS) 25 percent⁶ higher than what they could with a standalone Sabadell.

² Considering BBVA undisturbed price (10.90€/Sh. as of Apr 29, 2024, day before merger discussions were disclosed) at 4.83x share exchange ratio and 5,388 million shares.

³ Considering 14.3 €Bn payment in BBVA shares with a price of €15.81 per share (Sept. 4, 2025), and 0.6€Bn payment in cash plus Banco Sabadell’s shareholder remuneration distributed since the announcement of the tender offer (1.5€Bn cash dividends and 1.0€Bn share buybacks).

⁴ Source: Equity analyst’s target prices published on the website of respective banks (1) Valuation gap upside/downside calculated as the difference between the stock price as of Sep 4, 2025 vs. the median of analyst’s updated target prices post 2Q’25 results.

⁵ Subject to the condition set by the Spanish Council of Ministers, which can be extended by 2 years.

⁶ Estimates based on a fully phased-in post-tax synergies; a net income of €1.6 billion for Banco Sabadell and €12 billion for BBVA as the average net income for the 2025-2028 period. The total shares outstanding for the combined entity assumes that (a ) the €1 billion share buyback announced by BBVA in April 2025 is executed post closing of the voluntary tender offer; and (b) that the capital generated from the TSB sale and the extraordinary dividend is reinvested in shares of the combined entity. Figures consider a 100 percent take-up and a price for BBVA of €15..81 (as of September 4, 2025).

• Banco Sabadell’s shareholders must decide whether they accept the offer presented by BBVA, within the take-up period: between September 8 and October 7, 2025 included (30 calendar days).
• They will be able to do so in several ways:
  • Submit the acceptance statement to take part in the share exchange in a few minutes, easily and cost-free with the help of a customer representative, whether a BBVA customer or not, in person at any BBVA branch or by calling +34 800 080 032 (for retail investors) or +34 911 859 673 (for institutional investors).
  • Submit the acceptance statement in writing to take part in the share exchange to the Iberclear participating entity where their Banco Sabadell shares are deposited, either in person, by electronic means or by any other means accepted by said depositary entities.
• Banco Sabadell shareholders may accept the offer for all of the shares they hold, or only for a portion of them.
• Offer acceptance statements may be revoked at any time before the final day of the acceptance period.
• Following the acceptance period, and a maximum of seven trading days after this date, the governing bodies of the Spanish Stock Exchanges will publish the results of the offer in the Official Listing Bulletins in the terms and during the session specifically indicated by the CNMV.

• Banco Sabadell shareholders who choose not to take up the offer during the acceptance period will retain their shares in Banco Sabadell.
• As a result of the offer, the number of shares outstanding of Banco Sabadell in the hands of shareholders other than BBVA may fall significantly. Therefore, during the period (between the completion of the offer and the merger) in which Banco Sabadell remains a listed company, this situation may affect the liquidity of its shares.
• If at least 90 percent of Banco Sabadell's share capital accepts the offer, BBVA will exercise its squeeze-out right on the remaining shares of Banco Sabadell's share capital that did not take up the offer, under the same terms as the offer, as adjusted to the new exchange ratio (one new BBVA share plus €0.70 in cash for every 5.5483 Banco Sabadell). If this were to occur, BBVA would become the holder of all (100 percent) of Banco Sabadell's capital stock and Banco Sabadell would automatically be delisted.

• BBVA is proposing the combination of two great banks, so that they can achieve more together than they could hope to achieve by going it alone.  In addition to the attractive premium from the transaction, Banco Sabadell shareholders will benefit from the increased capacity to generate earnings and the significant potential for synergies (€900 million gross annually after the merger⁷). Therefore, Banco Sabadell shareholders stand to benefit from an increase in earnings per share of 25 percent⁷.
• This higher earnings per share would also translate into sustainable dividends over time, as BBVA will maintain its attractive shareholder distribution policy, which involves payouts of 40 to 50 percent of profit, with the possibility of combining cash dividends and share buybacks, as well as the commitment to distribute excess capital over 12 percent⁸.

⁷ Estimates based on a fully phased-in post-tax synergies; a net income of €1.6 billion for Banco Sabadell and €12 billion for BBVA as the average net income for the 2025-2028 period. The total shares outstanding for the combined entity assumes that (a ) the €1 billion share buyback announced by BBVA in April 2025 is executed post closing of the voluntary tender offer; and (b) that the capital generated from the TSB sale and the extraordinary dividend is reinvested in shares of the combined entity. Figures consider a 100 percent take-up and a price for BBVA of €15..81 (as of September 4, 2025).

⁸ Subject to approval by the governing bodies and the required regulatory authorizations.

• In a take-up scenario of 100 percent, we expect a limited impact on the CET1 capital ratio of approximately -34 basis points⁹ at the closing of the transaction, which would result in +26 basis points once the closing of the British unit TSB is completed and the payment of the extraordinary dividend approved by Banco Sabadell is distributed.

⁹ In a scenario with a 50% take-up, the impact on the fully loaded CET1 capital ratio would be -49 basis points (-12 basis points after the sale of TSB and the payment of the extraordinary dividend approved by Banco Sabadell).

• Restructuring costs stand at approximately €1.45 billion before taxes¹⁰.
• It is important to note that, unlike various market precedents, this transaction will involve lower restructuring costs/savings associated with personnel expenses. This is because both BBVA and Banco Sabadell have already undertaken significant network optimization over the past few years. Most of the synergies are associated with savings in technology and systems costs, as well as other general administration expenses, with a lower associated restructuring cost.
• The bulk of restructuring costs (around 96%, amounting to €1.39 billion) will be recorded in the year of the merger, once the restructuring plan has been approved¹¹ by the governing body of the resulting entity.

¹⁰ Additionally, €48 million in annual CapEx (before taxes) over the five years following the merger. These are depreciation charges mainly stemming from the investments required for the integration.

¹¹ The remaining €60 million will be incurred during the period in which the Council of Ministers’ condition is in force (initially three years, extendable by a further two). These costs will mainly include technology investments aimed at enabling cost savings during the integration process of both entities, once the merger has been formalized.

• The estimated value of the synergies associated with the integration of both banks stands at €900 million before taxes annually¹², €50 million more than initially estimated, when the offer was announced, on May 9, 2024.
• Main concepts include:
  • Operating cost savings anticipated at approximately €835 million before taxes. Of this amount, €510 million corresponds to general expenses (technology and administrative costs) and €325 million to personnel costs.

As part of the cost optimization and rationalization process, BBVA estimates that less than 10 percent of the combined total of branches of both banks in Spain would be closed¹³ (the equivalent of 300 of the 683 branches with a proximity of less than 300 meters).

• • Savings in funding costs estimated at €65million before taxes. These savings will accrue gradually as Sabadell wholesale funding instruments mature.
• While the implementation of total synergies would be delayed for one year compared to the original scenario (i.e. 2029 instead of 2028) due to the condition imposed by the Spanish Council of Ministers, the preparation for the integration in previous years will enable the full realization of synergies in the first year following the merger.
• While the Council of Ministers’ condition remains in force, BBVA estimates that in the second and third years, operating cost synergies in Spain and Mexico will amount to approximately €175 million per year before taxes. In addition, financing cost savings of €60 million¹⁴ per year before taxes are expected in the third year, bringing the total to €235 million.

¹² Total synergies following the merger, and assuming the sale of TSB.

¹³ As of June 30, 2025, BBVA had a network of 1,79 branches in Spain, while Banco Sabadell had 1,153; in other words, a total of 3,032 branches.

¹⁴ Assuming the sale of TSB.

• BBVA’s estimates regarding synergies do not include any impact related to revenue synergies—neither positive (such as increases from cross-selling, higher productivity from best practices, etc.) nor negative (such as potential business losses due to customer overlap, among others)—as these have not been quantified by BBVA.
• However, BBVA’s experience in similar transactions suggests that positive revenue synergies typically outweigh negative ones, especially considering that both entities will operate independently for at least the first three years, which will significantly help mitigate any risks associated with negative synergies.

• On June 24, 2025, the Spanish government approved the economic concentration of BBVA and Banco Sabadell, imposing the additional condition - on top of the remedies agreed with the CNMC - that both banks maintain  separate legal entities and shareholders’ equity, as well as autonomy in management for a three year period.¹⁵
• After analyzing this condition, BBVA has decided to move ahead because the transaction creates value for the shareholders of both banks, even though the condition will delay the realization of some of the estimated synergies.

¹⁵ Can be extended for two more years.

• BBVA believes that the sale of TSB and the distribution of Banco Sabadell’s extraordinary dividend do not materially affect the strategic rationale of the offer.
• Even considering this sale, the takeover of Banco Sabadell and its integration into BBVA will continue to create value for the shareholders of both entities

• BBVA is committed to ensuring that no one is denied access to financial services.
• Of the remedies BBVA has agreed with the CNMC, several are actually related to financial inclusion, territorial cohesion and the protection of vulnerable customers. For a three-year period, it has been agreed to:
  • Not closing branches where there is no other nearby branch (BBVA or Banco Sabadell) within a radius of at least 300 meters.
  • Not closing offices in those postal codes with a per capita income of less than €10,000 (205 postal codes).
  • Not leaving behind any municipality (nor substituting via an agent, a mobile bank or other means) in which there are fewer than three competitors (49 municipalities).
  • Customers in these municipalities will be offered the “Correos Cash” service, with two free weekly transactions under €2,500 each.
  • Not closing branches in municipalities with fewer than 5,000 inhabitants where at least one of Banco Sabadell or BBVA operates (140 municipalities).
  • Not closing the offices of Banco Sabadell specializing in businesses in all of Spain.
  • Maintaining teller services with the same business hours at all BBVA and Banco Sabadell branches.
  • Creating an account for vulnerable customers, with no opening, administration and maintenance fees; a free debit card and free, unlimited domestic transfers through digital channels, and no fees in currency transfers, among other terms and conditions.
  • Not closing off-premises ATMs in postal codes where there is only one or no other competitor (currently 11 BBVA off-premises ATMs, to which Banco Sabadell off-premises ATMs will be added).
  • Maintaining access to Banco Sabadell’s ATM network for all customers of the entities belonging to the Euro 6000 and Cardtronics networks for a period of 18 months, on the same terms they had with Banco Sabadell.
  • Maintaining Banco Sabadell’s current fees policy for ATM withdrawals using cards issued by other banks, for 18 months or until the merger is completed.

• BBVA is fully committed and deeply rooted in the regions within its footprint, especially those where Banco Sabadell is most strongly present: Catalonia and the Valencia region. These are key markets where BBVA is set to intensify its support for business, arts and culture, science and the wider community through its own banking activities and through its non-profit foundations.
• Once the Council of Ministers’ condition ceases to be in effect and following the merger of both entities, BBVA intends to maintain Sant Cugat as a key decision-making and global business management hub for the Group, beyond Catalonia and Spain as a whole.
• Furthermore, the Sabadell brand will continue to be used alongside the BBVA brand in those regions or businesses in which doing so would make good commercial sense.
• Finally, Barcelona’s role as a European hub for startups will be further enhanced by combining the projects and initiatives of both banks.

• The Spanish National Markets and Competition Commission (CNMC) has approved the union of BBVA and Banco Sabadell. The authorization is subject to a series of unprecedented remedies in the Spanish financial sector.
• The remedies undertaken will last for three years, unless otherwise indicated, and will protect competition while ensuring financial inclusion, territorial cohesion and credit for SMEs and the self-employed, especially in the territories with greater presence of both entities, such as Catalonia.
  • Among the remedies, one that stands out is the commitment to not close branches where there is no other branch within 300 meters, in postal codes with a per capita income below €10,000, where there are fewer than three competitors, or in municipalities with fewer than 5,000 residents.
  • The remedy to maintain the commercial terms and conditions for retail customers, the self-employed and SMEs in postal codes with fewer than four competitors also stands out.
  • BBVA will create an account for vulnerable customers from both Banco Sabadell and BBVA, with no fees and a free debit card, among other conditions.
  • As for SMEs and the self-employed, in addition to not closing any of the Banco Sabadell branches specializing in businesses, BBVA has also committed to maintain working capital credit lines for three years (extendable by two more years, should the CNMC decide to do so), for all SMEs  banking with Banco Sabadell and the credit lines and goods import-export facilities for all Sabadell self-employed customers. Moreover, BBVA commits to maintain the total credit volume for SMEs whose aggregated CIRBE¹⁶ credit exposure with BBVA and Banco Sabadell is at least 85 percent. In the Autonomous Communities where the share of SME lending segment is higher (Catalonia and the Balearic Islands), this remedy will apply to SMEs whose aggregated CIRBE¹⁶ credit exposure is at least 50 percent.
  • In addition, for SMEs and the self-employed in postal codes where there are fewer than four competitors, prices of the new credit flow will not exceed the average price applied at national level.
  • As for acquiring services market (POS), BBVA has committed to maintain the terms of acquiring services contracted by SMEs and self-employed customers with either BBVA and/or Banco Sabadell.

¹⁶ Central de Información de Riesgos de Banco de España / Bank of Spain Risk Information Center.

• As a general rule, the remedies undertaken will take effect from the moment BBVA appoints a number of members to Banco Sabadell’s Board of Directors corresponding to its ownership stake (known as takeover).
• Remedies relating to preserving BBVA's physical presence in certain territories (remedies 4.1, 4.3, 4.4, 4.5, 4.7, and 4.8), as well as those related to continuing the commercial terms offered in certain postal codes for BBVA customers (remedies 5.1, 5.2, 5.3, and 5.4) and those related to acquiring services (remedy 9.1) entered into by BBVA customers came into effect on June 24, 2025, when the Council of Ministers approved the concentration¹⁷.

¹⁷ On May 27, and having elapsed the legal period of 15 working days, the Minister of Economy, Trade and Enterprise decided to refer the CNMC’s resolution to the Council of Ministers for consideration, based on criteria of public interest other than competition concerns. On June 24, 2025, the Council of Ministers approved the concentration with the condition that BBVA and Banco Sabadell maintain separate  legal entities and shareholders’ equity, as well as autonomy in management  for three years. This is on top of the remedies agreed with the CNMC.

• As is standard in other purchase transactions reviewed by the CNMC, the remedies will generally last for three years, unless otherwise specified¹⁸.
• In the specific case of remedies relating to the maintenance of credit to SMEs and the self-employed, these could be extended for an additional two years if the CNMC deems such extension is desirable.
• If the transaction does not go ahead, ALL remedies shall become void immediately.

¹⁸ Remedies 6.1 and 6. 2, relating to maintaining access to Banco Sabadell ATMs for customers of Euro 6000 and Cardtronics network banks under the same terms as they had with Banco Sabadell, and maintaining Banco Sabadell's current policy on fees for cash withdrawals from ATMs using other banks' cards, will be valid for 18 months (or until the merger, in the second case).

• The purpose of the transaction is to complement our strengths with those of Banco Sabadell. The project represents a clear commitment to SMEs. We want to combine our experience with Sabadell’s and together, build the best bank for all individual customers, businesses and SME clients. 
• Of the remedies agreed with the CNMC, the following are related to SMEs:
  • BBVA will not close the offices of Banco Sabadell specializing in businesses in all of Spain.
  • With regard to commercial terms and conditions, BBVA undertakes to:
    • Maintain commercial terms and conditions in postal codes where there are fewer than four financial institutions (174 postal codes).
    • Furthermore, for SMEs and the self-employed in these postal codes, new loan prices will not exceed the national average  for each rating level and financing product that is granted (174 postal codes).
    • Maintain the terms  of acquiring services (POS¹⁹) contracted by SMEs and self-employed customers with BBVA and/or Banco Sabadell.
  • As for lending for SMEs and the self-employed²⁰, BBVA is committed to:
    • Maintaining the working capital credit lines (financing with a term of one year or less), including those intended for imports and exports of products, contracted  by all SMEs with Banco Sabadell.
    • Maintaining the credit lines and goods import-export facilities with a term of one year or less contracted by all self-employed individuals with Banco Sabadell.
    • Maintaining the total credit volume for SMEs whose aggregated CIRBE²¹ credit exposure with BBVA and Banco Sabadell is at least 85 percent.
    • In those Autonomous Communities where  the resulting entity's market share in the SME segment exceeds 30 percent with an addition greater than 10 percent (in this case, Catalonia and the Balearic Islands), maintaining the total credit volume for SMEs whose aggregated CIRBE credit exposure with BBVA and Banco Sabadell is at least 50 percent.
    • The CNMC will assess the effectiveness of these measures after three years and decide whether to extend them for another two.

¹⁹ Point of sale terminals.

²⁰ Unless there is a breach of anti-money laundering regulations or international sanctions; forgery of data is detected; or there is a significant increase in credit risk under the terms set out in the Banco de España’s Circular 4/2017.

²¹ Central de Información de Riesgos del Banco de España / Bank of Spain Risk Information Center.

• Following the transaction and after the merger, BBVA estimates to lend approximately €5.4 billion more each year to both households and businesses.
• Customers of both banks will benefit from a better value proposition, given the complementarity of both franchises, a wider range of products and the bank’s global reach.
• Furthermore, Banco Sabadell's customers also stand to benefit from a new network of branches and ATMs with a greater presence across the country: nearly 7,000 branches worldwide, of which over 2,700 would be in Spain (even after post-merger closures). This is more than double the number of branches Sabadell currently operates. Additionally, the new bank would have over 7,000 ATMs in Spain, nearly three times as many as Sabadell on its own.
• A greater scale will pave the way for further investments in the development of new capabilities, resulting in a better and more innovative range of products.
• The transaction will create a stronger and, therefore, a more resilient bank to face adverse macroeconomic events, making it more adept at supporting its customers when they need it the most.
• In addition, Banco Sabadell clients will be better able to expand their businesses into wider international markets within the BBVA footprint. This will bring them fresh business opportunities and boost their potential for growth.