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BBVA is conducting a voluntary tender offer for the entire share capital of Banco Sabadell, which was authorized by the CNMV on September 5, 2025. The offer consideration was amended to an exchange ratio of one BBVA ordinary share for every 4.8376 Banco Sabadell ordinary shares, with this amendment authorized by the CNMV on September 25, 2025. BBVA has elected to rely on prospectus exemptions under Regulation (EU) 2017/1129 for the shares to be issued and published a supplement to its exemption document on its website today.
| Date | 25 Sept 2025 |
| Time | 12:59:33 |
| Category | Miscellaneous |
| ID | 8621A |
Banco Bilbao Vizcaya Argentaria, S.A. ("BBVA"), pursuant to the provisions of the Spanish Securities Market Act, hereby proceeds by means of the present document to notify the following:
OTHER RELEVANT INFORMATION
In relation to the voluntary tender offer launched by BBVA for the entire share capital of Banco de Sabadell, S.A. ("Banco Sabadell") and authorized by the Spanish Securities Market Commission (CNMV) on September 5, 2025 (the "Offer"), and in particular, in relation to the ordinary shares to be issued by BBVA in order to attend the consideration offered to the shareholders of Banco de Sabadell in the Offer, and for their admission to trading on the Spanish Stock Exchanges, it is noted that BBVA has elected to rely on the exemptions for exchange offers set out in Article 1, paragraphs 4(f) and 5(e), of Regulation (EU) 2017/1129 and, accordingly, will not issue any prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council.
For these purposes, on September 5, 2025, BBVA published on its website, the corresponding exemption document prepared in accordance with the requirements of Delegated Regulation (EU) 2021/528, which does not constitute a prospectus for the purposes of Regulation (EU) 2017/1129, as announced through a disclosure of other relevant information of the same date on the CNMV's website (registration number 36558).
As a result of the amendment to the Offer through the improvement of the consideration (which consist entirely of newly issued BBVA ordinary shares, at an exchange ratio of one BBVA ordinary share for every 4.8376 Banco Sabadell ordinary shares) announced by means of a communication of inside information dated September 22, 2025 (registration number 2892) and authorized by the CNMV today, September 25, 2025 (disclosure of other relevant information with registration number 36838), BBVA has also published today on its website (www.bbva.com) a supplement to the exemption document referred to in the preceding paragraph, which likewise does not constitute a prospectus for the purposes of Regulation (EU) 2017/1129 and which is available at the following link: LINK
The supplement to the exemption document does not require review or approval by any supervisory authority and, specifically, has not been reviewed, approved or filed with the CNMV.
Madrid, September 25, 2025