Information regarding the VTO for Banco Sabadell
Banco Bilbao Vizcaya Argentaria, S.A. ("BBVA"), in compliance with the Securities Market legislation, hereby communicates the following:
INSIDE INFORMATION
In relation to the voluntary tender offer launched by BBVA for the entire share capital of Banco de Sabadell, S.A. (the "Offer"), for which the prior announcement was published as inside information on May 9, 2024 (with registration number 2241) and the request for authorisation was submitted to the Spanish Securities Market Commission (CNMV) on May 24, 2024, BBVA hereby informs that:
On August 6, 2025, the Extraordinary General Shareholders' Meetings of Banco Sabadell approved the transaction for the sale of all the shares of its subsidiary TSB Banking Group plc and other equity instruments and securities issued by such company to Banco Santander, S.A., subject to certain conditions precedent, as well as the distribution of an extraordinary cash dividend in the gross amount of 50 euro cents per share charged against freely distributable voluntary reserves, conditional upon the completion of such sale transaction.
As a result of said resolutions, Article 33.1(d) of Royal Decree 1066/2007, of 27 July, on tender offer rules, entitles BBVA to withdraw the Offer, subject to the prior approval of the CNMV.
After reviewing the resolutions adopted and considering the available information, BBVA has decided not to withdraw the Offer for this reason and, therefore, it remains in effect in accordance with the applicable regulations.
Madrid, August 11, 2025
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