Questions and answers about the offer to Banco Sabadell shareholders

• The aim is ultimately to merge the two banks, to build a stronger, 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 stand us in better stead 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 relevant synergiesmake 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 intensify 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

○ The combined bank will be able to lend more to households and businesses (roughly €5 billion in additional lending per year) and to contribute to the public coffers via the taxes.

○  This will ultimately lead to greater economic and social progress.

• In mid-April, BBVA’s Chair met with the Chair of Banco Sabadell to convey BBVA’s interest in resuming the talks that did not ultimately come to fruition back in 2020. They were asked to deliver a specific proposal on April 30, but on that day a leak to the press precipitated the events that unfolded. Upon learning that Banco Sabadell’s board had turned down the proposed merger offer on May 6th, BBVA wished to give Sabadell's almost 200,000 shareholders the opportunity to decide about the exchange of their shares for those of BBVA. BBVA believes that both sides stand to benefit, and therefore the proposal should be presented directly to Sabadell’s shareholders, its legitimate owners, so that they can weigh it up, without this generating any conflict.
• In accordance with European and Spanish rules and regulations on takeover bids, the decision on whether to accept does not fall to the board of directors of the target company, but rests squarely on the shoulders of its shareholders. Its board must comply with the neutrality rule, whereby it prevents any action (without prior approval from the general shareholders' meeting) that might impede the success of the bid.

• The offer represents a premium of 30 percent over the closing prices on April 29¹; of 42 percent² over the volume weighted average prices of the month prior to April 29; and of 50 percent² over the weighted average prices for the previous three months.
• Assuming 100 percent uptake, Banco Sabadell shareholders would acquire a stake of approximately 16 percent in BBVA, benefiting from the additional value created at the combined entity.
• Given the synergies expected to result from the combination of both entities (€850 million), earnings per share would increase by about 27 percent³ for the shareholders of Banco Sabadell.

¹According to the terms included in the communication to the market on May 1, 2024.

²According to the terms included in the communication to the market on May 1, 2024 and based on the volume average weighted price (VWAP) of Banco Sabadell and BBVA at the corresponding date.

³ Increase in earnings per share (EPS) for Sabadell shareholders, calculated as the variation between the following two figures:

- Initial estimated EPS in 2026: estimated EPS for Banco Sabadell of €0.24/share. This EPS is calculated as the quotient between: estimated net profit in 2026 for Banco Sabadell of €1.25 billion according to analyst consensus published  in Bloomberg on April 29, 2024;  and the number of Banco Sabadell shareholders after deducting the total amount of shares in the €340 million share buyback plan that the bank had in place on that date (estimated at 5.28 billion shares).

- Estimated final EPS in 2026: estimated EPS in 2026 (adjusted for the initial exchange ratio of one share of BBVA for every 4.83 shares of Banco Sabadell) for the resulting bank (BBVA+Sabadell) of €0.30/share. This EPS takes into consideration: in the numerator, 1) the sum of the estimated net  earnings in 2026 of BBVA and Banco Sabadell according to analyst consensus published  in Bloomberg on April 29, 2024 (€8.09 billion and €1.25 billion respectively); plus 2) the net synergies (assuming complete implementation) from taxes (€603 million); in the denominator, the number of shares of the resulting bank (6.86 billion shares), considering 100 percent uptake (based on the above mentioned 5.28 billion Banco Sabadell shares), adjusted for the indicated exchange ratio.

• The adjustment was made to reflect the dividends paid out by both banks and was already envisaged in the terms of the offer made public on May 9, 2024. The aim is to ensure that the economic terms of the offer remain the same if the banks distribute dividends, which has been the case.
• Thus, Banco Sabadell shareholders who accept the offer will receive one new share in BBVA and €0.29 in cash for every 5.0196 shares in Banco Sabadell that they hand over in exchange⁴. In other words:
  • The exchange ratio is now 1 newly issued share in BBVA for every 5.0196 shares in Banco Sabadell⁵ to reflect the impact of the dividend paid out by Banco Sabadell (€0.08 gross per share) on October 1, 2024.
  • Additionally, a cash payment of €0.29 is added for every 5.0196 common shares of Banco Sabadell, as a result of the dividend paid out by BBVA on October 10, 2024.

⁴ Consideration adjusted to reflect the dividend of €0.08 gross per share paid out by Banco Sabadell on October 1, 2024, as well as the dividend paid out by BBVA on October 10, 2024 (€0.29 gross per share).

⁵ Previously: 1 newly issued share in BBVA for every 4.83 shares in Banco Sabadell.

• Making the offer in shares protects the shareholders of both BBVA and SAB against any macroeconomic or external factors, thus aligning their interests.
• Furthermore, an offer in shares allows Banco Sabadell’s shareholders to benefit from the extra value generated by the future integration with BBVA. Assuming that 100 percent of Banco Sabadell shareholders take up the offer, they would have approximately a 16 percent stake in BBVA, thus allowing them to benefit from the synergies generated by the integration (€850 million gross per year).
• BBVA looks to the future with optimism, supported by its strategy of profitable growth and prudent risk management. By 2025, the bank expects to sustain profitability (ROTE) at levels comparable to those achieved in 2024 (20.1 percent as of September 30, 2024).
• BBVA will continue to generate capital organically while maintaining the current distribution policy for shareholders, current and future ones, as well as a commitment to distributing any excess capital above the 12 percent⁶.
• In any event, for those shareholders from Banco Sabadell who would prefer cash, they can have it immediately by selling the BBVA shares once they have accepted the offer. BBVA shares are very liquid.

⁶ Based on a pro-forma Basel IV fully-loaded CET1 ratio, subject to regulatory approvals.

• The financial terms are attractive for shareholders of both banks, given the potential for unlocking significant synergies.

Specifically, for BBVA shareholders⁷:

• The increase in earnings per share⁸ will be gradual from the first year of the merger, increasing by 3.5% once the savings have been fully realized (in the third year following the merger).
• Tangible book value per share will increase by approximately 1% on the merger date.
• The incremental return on investment for BBVA shareholders (ROIIC) is approximately 20%⁹, which is significantly higher than the cost of capital and compares favorably with other investment options, particularly with a potential share buyback.

⁷According to the terms included in the offer presented on May 9, 2024.

⁸ Based on consensus figures from April 29, 2024, taking estimated synergies into account.

⁹ Calculated for 2026 taking estimated synergies from the merger into account, and not including any potential impact resulting from the asset management and custody joint ventures. Formula used: [Incremental result for BBVA shareholders / impact of merger on CET1]. Based on consensus figures from April 29th.

• BBVA’s Board of Directors received advice from J.P. Morgan and UBS during the decision-making process, both leading investment banks with extensive experience in takeovers. In their reports, it is concluded that the consideration offered by BBVA to acquire all of the shares of Banco Sabadell is reasonable for BBVA from a financial standpoint and based on prevailing market conditions.

• From the moment that an acquisition transaction is announced, it is common for the share prices of the target bank to converge with the exchange price being offered, especially when the transaction will take place through share  exchange.
• This convergence does not mean that the offer is less attractive, but that the share price already incorporates the offer made to a large extent. In other words, in the absence of this offer, the share prices would be different.
• It therefore makes sense to assess the attractiveness of the transaction by comparing the premium with the share prices prior to the announcement of the transaction (in this case, April 29th).
• In this sense, BBVA's offer implies a premium of 30 percent over the prices on April 29¹⁰, 42 percent¹¹ over the weighted average share price of the month prior to April 29;, and 50 percent¹¹ over the weighted average share price of the previous three months.

¹⁰ According to the terms included in the notification to the market on May 1, 2024.

¹¹According to the terms included in the communication to the market on May 1, 2024 and based on the volume average weighted price (VWAP) of Banco Sabadell and BBVA at the corresponding date.

• Our approach has always been friendly.
• In mid-April, the BBVA Chair approached the Banco Sabadell Chair to explore a potential merger, based on the terms negotiated in 2020, but with a substantially better financial offer.
• On April 30th, BBVA presented the written proposal for a merger to Banco Sabadell’s Board. Banco Sabadell rejected the proposal on May 6th.
• On May 8th, BBVA’s Board of Directors agreed to present the offer, with the same financial terms presented to Banco Sabadell’s Board, directly to its shareholders in order to give them the opportunity to decide. This agreement by BBVA’s Board led to the announcement prior to the public offer published the following day, May 9th.

• We expect a limited impact on CET1 of approximately -38 basis points assuming 100%¹³ uptake.

¹³ Updated impact on capital (initial estimate of -30 bps) based on the adjustment in the consideration of the offer due to compensation for the cash dividend paid by BBVA on October 10, 2024, as foreseen in the offer presented on May 9, 2024.

• Once BBVA has acquired a stake equal to or greater than 50.01 percent of Banco Sabadell’s share capital, BBVA intends to merge the two banks.
• Restructuring costs associated with the merger would stand at approximately €1.45 billion before taxes, which will be recorded in the income statement on the year of the merger.
• It is important to note that, unlike other 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 estimated value of the synergies associated with the merger of both banks stands at  €850 million before taxes. Main concepts include:
  • Operating cost savings are estimated to be approximately €750 million before taxes. Of this amount, €450 million corresponds to general expenses (technology and administrative costs) and €300 million to personnel costs.As part of the cost optimization and rationalization process, BBVA estimates that less than 10 percent of the branches from the integrated bank in Spain¹⁴ will be closed (the equivalent of 300 of the 870 branches with a proximity of less than 500 meters).The materialization of these synergies is expected to be staggered: 25 percent within the first year post-merger, with the remainder occuring progressively until reaching 100 percent of the estimated savings by the third year after the merger.
  •  Savings in funding costs estimated at €100 million before taxes. These savings will accrue gradually as Sabadell wholesale funding instruments mature.

¹⁴ On June 30, 2024, BBVA had a network of 1,881 branches in Spain, while Banco Sabadell had 1,159; in other words, a total of 3,040 branches.

• BBVA has not incorporated any positive or negative revenue synergies into the figures it has disclosed.
• BBVA’s intention is to boost the growth of the combined bank, calculating a capacity to lend an additional €5 billion to families and businesses per year.

• In a scenario in which the offer made to Banco Sabadell shareholders is a success, the operation will have received the green light from multiple authorities (including the Spanish competition regulator, the CNMC, the ECB, the Spanish financial markets regulator, the CNMV) and from the shareholders of BBVA and Banco Sabadell who take up the offer.
• After that, BBVA’s intention is to carry out the merger of the banks. It feels that a scenario in which this does not occur is unlikely.
• In any event, even without a merger, the operation remains attractive as most of the synergies would be achieved.

• BBVA has made an estimate, based on public information, of the potential cost of breaking up these alliances. 
• BBVA’s calculations include a financial penalty arising from the change of control in relation to Banco Sabadell existing alliances related to pensions, bancassurance and payments, as well as the corresponding fair value adjustments.
• In any case, once BBVA has all the information needed to make a sufficiently informed decision, it will begin a negotiation process with Banco Sabadell partners for each of the existing agreements, and make the best decision based on value creation criteria for shareholders and customers.

• BBVA is committed to ensuring that no one is denied access to financial services. The bank will not leave behind any locality where it is the only bank with a presence.
• In fact, in recent years BBVA and the financial sector have partnered closely with the Spanish Ministry of Economy to widen the availability of financial services to all communities and not leave anyone behind. Significant progress has been made in ensuring ongoing access to financial services in rural areas and for those aged over 60, among other achievements.

• 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.
• The new bank will have two operational headquarters in Spain: one at Banco Sabadell’s corporate center in Sant Cugat del Vallès (Barcelona) and the other at Ciudad BBVA, in Madrid.
• 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.

• On July 5, with 96 percent votes in favor, BBVA’s Extraordinary Shareholders’ Meeting largely approved the capital increase needed to cover the share exchange offered to Banco Sabadell shareholders.
• This milestone marks a highly significant step needed to move forward in the most attractive project in the European banking sector. 
• The approval of the capital increase at the Extraordinary Shareholders’ Meeting was one of the conditions established in the acquisition offer made to Banco Sabadell shareholders (together with a minimum of 50.01 percent of Banco Sabadell shareholders taking up the offer and obtaining regulatory approval¹⁵).

¹⁵ CNMC (approval pending) and the Prudential Regulation Authority (PRA), received on September 3, 2024.

• BBVA has already received two of the most relevant authorizations: the green light from the Prudential Regulation Authority (PRA) and the non-opposition from the European Central Bank, on Sept 3 and 5, respectively.
• Everything is moving ahead according to plan and the next steps needed are the approval of the Spanish Competition authority (CNMC), the authorization of the Spanish financial markets regulator (CNMV) and the uptake of the offer by Banco Sabadell shareholders representing the majority of its share capital (more than 50.01 percent)

• From BBVA’s standpoint, we do not see any competition issues resulting from the combination of both banks, as the businesses of BBVA and Banco Sabadell are complementary.
  
  • Analysis of the combined market share of both banks suggest that it will remain moderate on a national level in the most relevant segments, and BBVA would not be the leading actor. Specifically, the resulting national market share would be 22 percent for lending; 20 percent for deposits; and 17 percent for branches. 
  • On both a national and provincial level, the combined market shares would not surpass those of previous bank mergers. 
  • The integration of both banks would not exceed the market share thresholds established in EU competition guidelines (market share over 25 percent or an increase of more than 10 percent). The combination of the two banks does not exceed the market share thresholds established in EU competition guidelines (market share of more than 25 percent or an increase of more than 10 percentage points).
• In any event, market shares and concentration levels must always be viewed in the context of other equally important factors, such as the rapid pace of change, high competitiveness, low barriers to entry—which are now becoming even lower, in step with the increasing digitization of financial services—and customers' ability to switch service providers at no cost. In fact, in terms of digitization, 85 percent of the interactions between banks and customers take place on digital channels.
• The Spanish financial sector is highly competitive due to the significant competition from larger and smaller operators, including new players and fintech companies.

• BBVA remains confident in the potential value created by the transaction for both Sabadell and BBVA shareholders, as well as for society as a whole.
• We expect the transaction to be approved within a few months, maintaining its full potential for value creation.
• If this were not the case, in other words, if value creation were compromised, BBVA has the option to withdraw its offer.
• BBVA will continue working closely with the CNMC to finalize the commitments and secure approval of the process as swiftly as possible.

• Once CNMV approval is granted, the acceptance period for Banco Sabadell shareholders to respond to the exchange offer will be 30 calendar days, with the possibility of extending the deadline up to a maximum of 70 calendar days.

• We estimate that the merger will take between 6 and 8 months.
• The merger requires the authorization of the Spanish Ministry of Economy, Commerce and Enterprise.

• Banco Sabadell’s shareholders must decide whether to exchange their shares in Banco Sabadell for shares in BBVA within the period indicated in the terms of the bid, once it has been approved by the CNMV.
• Banco Sabadell shareholders wishing to take up the offer, should present in writing a statement of acceptance, within the terms of the acceptance, to the bank participating in Iberclear, where they have their shares in custody, either in person, or by electronic means or by any other means admitted by said entities.

• The bid extends to all Banco Sabadell shareholders. 

• BBVA intends to press ahead with the merger between BBVA and Banco Sabadell as swiftly as possible following the settlement of the offer. The exchange ratio will be equivalent, insofar as possible, to the consideration proposed in the offer.
• Banco Sabadell shareholders who choose not to take up the offer during the acceptance period will retain their shares in Banco Sabadell until both banks are ultimately merged. 
• 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 €0.29 in cash for every 5.0196 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 together they can achieve more than they could hope to achieve by going it alone.  In addition to the attractive premium received from the transaction, Banco Sabadell shareholders will benefit from the increased capacity to generate earnings and the significant potential for synergies (€850 million gross annually once the merger takes place). Therefore, Banco Sabadell shareholders will benefit from the increase in earnings per share of approximately 27 percent¹⁶.
• This higher earnings per share would also translate into sustainable dividends over time, as BBVA maintains 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 percent¹⁷.

¹⁶ Increase in earnings per share (EPS) for Sabadell shareholders, calculated as the variation between the following two figures:

- Initial estimated EPS in 2026: estimated EPS for Banco Sabadell of €0.24/share. This EPS is calculated as the quotient between: estimated net profit in 2026 for Banco Sabadell of €1.25 billion according to analyst consensus published in Bloomberg on April 29, 2024; and the number of Banco Sabadell shareholders after deducting the total amount of shares included in the €340 million share buyback plan that the bank had in place on that date (estimated at 5.28 billion shares).

- Estimated final EPS in 2026: estimated EPS in 2026 (adjusted for the initial exchange ratio of one share of BBVA for every 4.83 shares of Banco Sabadell) for the resulting bank (BBVA+Sabadell) of €0.30/share. This EPS takes into consideration: in the numerator, 1) the sum of the estimated net  earnings in 2026 of BBVA and Banco Sabadell according to analyst consensus published  in Bloomberg on April 29, 2024 (€8.09 billion and €1.25 billion respectively); plus 2) the net synergies (assuming complete implementation) from taxes (€603 million); in the denominator, the number of shares of the resulting bank (6.86 billion shares), considering 100 percent uptake (based on the above mentioned 5.28 billion Banco Sabadell shares), adjusted for the indicated exchange ratio.

¹⁷ Based on a pro-forma Basel IV fully-loaded  CET1 ratio, subject to regulatory approvals.

• BBVA will continue to pursue its current shareholder return policy, whereby shareholders receive between 40 and 50 percent of the bank’s profits, with the additional option  to combine cash dividends and share buybacks. Under its existing policy, BBVA has also pledged to pay out any surplus capital beyond 12 percent¹⁸.

¹⁸ Based on a pro-forma Basel IV fully-loaded CET1 ratio, subject to regulatory approvals

• The purpose of the transaction is to complement our strengths with those of Banco Sabadell. The integration 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.
• BBVA remains firmly committed to further bolstering Banco Sabadell’s existing management model for small and medium-sized companies. In fact, barring a deterioration in its financial position, BBVA will maintain, for at least 12 months, the existing working capital facilities of all SMEs.

• Following the transaction, BBVA estimates that the resulting entity will be able to lend roughly €5 billion more each year to both households and businesses.
• Customers of both banks will be able to benefit from a better value proposition, given the complementarity of both franchises, a wider product range 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. Specifically, the merger of the two banks would result in a group with 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.
• The increased scale of the new bank will pave the way for further investments in the development of new capabilities, resulting in a better and more innovative range of products.
• The greater diversification and strength of the combined entity will make it more resilient to adverse macroeconomic events, making it more adept at supporting its customers when they need it the most.
• In addition, Banco Sabadell enterprise customers will be better able to expand into wider international markets within the BBVA footprint. This will bring them fresh business opportunities and boost their potential for growth.