Banco Bilbao Vizcaya Argentaria, S.A. (BME : BBVA) made an offer to acquire Banco de Sabadell, S.A. (BME : SAB) for ?11.4 billion on April 30, 2024. In relation to the financial terms, the proposed exchange ratio is very attractive for Banco Sabadell shareholders: 1 newly issued BBVA share for every 4.83 Banco Sabadell shares, which represents a 30% premium¹ over the closing prices of April 29th; 42% on the weighted average prices of the last month; or 50% of the weighted average prices of the last three months. As per the terms of agreement, we are financing through our own stock, and this is a deal that will close in a few months, 6 months or so after the approvals, plus then the tender period, so 7 or 8 months, it's a relatively long time period. After the merger, Banco Sabadell shareholders would have a 16% stake in the resulting entity, thus additionally benefiting from the value generated by the operation. Post completion of the acquisition, the management team of the resulting entity would be made up of executives from both banks, in accordance with the principles of professional competence and merit, while ensuring proportionality based on the relative weight of the businesses. The transaction has very positive financial impacts thanks to relevant synergies and the complementarity and excellence of both banks. The operation will create one of the best banks in Europe, with a loan market share close to 22 percent in Spain. Furthermore, Banco Sabadell shareholders will hold a 16.0 percent stake in the resulting entity, benefiting from the value generated by the deal. Three members of Banco Sabadell's current Board of Directors, chosen by mutual agreement between both parties, would be proposed to join BBVA's Board of Directors as non-executive directors (at the time the merger is completed). One of these directors would be proposed as one of the vice-chairmen of the Board of Directors. The merged entity would have one of its Group?s operational headquarters in Catalonia, which would be established at Banco Sabadell's corporate centre in Sant Cugat. The corporate name and brand would be BBVA, the use of Banco Sabadell brand would be maintained, together with the BBVA brand, in those regions or businesses where it may have relevant commercial interest. Following the closing of the deal, BBVA will be Spain?s second largest financial institution, one of the most relevant markets for the Group, and with good future prospects.

The merger would be subject to obtaining the relevant authorisations or declarations of non-opposition from the competent supervisors (in particular, the authorisation of the Ministry of Economy, Trade and Enterprise) and from the competition authorities with jurisdiction (in particular, the Comisión Nacional de los Mercados y la Competencia). It is considered that such authorisations and declarations of non-opposition can be obtained satisfactorily and in a timely manner. The terms in this proposal have been approved by BBVA's Board of Directors, and we are in a position to move forward immediately with the transaction. As of May 6, 2024, Banco Bilbao Vizcaya Argentaria, S.A. (BME : BBVA) cancelled the acquisition of Banco de Sabadell, S.A. (BME : SAB) as the Board believes that the Proposal significantly undervalues the potential of Banco Sabadell and its standalone growth prospects. As of May 8, 2024, the Offeror holds 9,949,917 shares in the Target Company representing 0.1829% of its share capital. The decision to re-launch the Offer was adopted by a resolution approved by the Offeror?s Board of Directors at its meeting held on May 8, 2024. As of May 9, 2024, the terminated transaction re-opened with same terms offered by Banco Bilbao Vizcaya Argentaria, S.A. i.e. BBVA's attractive offer to Banco Sabadell shareholders contains the same financial terms of the merger that was offered to its Board of Directors on April 30th: an exchange of one newly issued BBVA share for every 4.83 of Banco Sabadell. As of May 9, 2024, BBVA expects the technological integration to take between 12 and 18 months. The new proposal is subject to acquiring more than 50.01 percent of Banco Sabadell, the approval of the Shareholders? General Meeting, and the approvals of the Spanish Market and Competition regulator (CNMC) and the U.K.?s Prudential Regulation Authority, the most important are, of course, ECB and the CNMV and the CNMC, the antitrust authorities in Spain. The closing of the operation is expected to take between six to eight months, once regulatory authorizations have been obtained. As of May 9, 2024, the Board of Directors of BBVA has approved the offer that we are announcing today and the call to the general shareholder meetings of BBVA that will be approving the capital increase.

The proposed merger would also clearly create value for BBVA shareholders. According to BBVA estimates, this transaction is accretive in earnings per share (EPS) from the first year after the merger, achieving an EPS improvement of approximately 3.5% once the savings associated with the merger are materialized with tangible book value per share accretion of 1%, nearly 1%, 20% return on invested capital, which are estimated at around ?850 million before taxes and all of this with a very limited capital impact of around 30 basis points. In summary, the proposed merger generates value for all stakeholders: shareholders, employees, customers and society as a whole.

Uría Menéndez Abogados, S.L.P. acted as legal advisor, Goldman Sachs Bank Europe SE, Sucursal en España and Morgan Stanley (España), S.A. acted as financial advisor to Banco de Sabadell. JP Morgan SE acted as financial advisor, UBS Europe SE acted as financial advisor, Rothschild & Co acted as financial advisor, Garrigues acted as legal advisor and DWP acted as legal advisor to BBVA in the transaction.