Banco Bilbao Vizcaya Argentaria, S.a. · BME:BBVA

Banco Bilbao Vizcaya Argentaria — Merger or Acquisition (September 2025)

24 slides from Banco Bilbao Vizcaya Argentaria's merger presentation, Sep 5, 2025

  1. Slide 1: Offer to Banco Sabadell Shareholders

    Offer to Banco Sabadell Shareholders A Unique Opportunity to Be Captured Now September 05, 2025 p. 1

  2. Slide 2: Legal Notice

    Legal Notice The offer to Banco de Sabadell, S.A. shareholders has been authorized by the Spanish Securities Market Commission (the “exchange offer”). The offer prospectus is available at the websites of the CNMV (cnmv.es) and BBVA (bbva.com), as well as at the registered offices of the Governing Com

  3. Slide 3: Disclaimer

    Disclaimer This presentation is provided only for information purposes and is not intended to provide financial advice, and it does not constitute, nor should it be interpreted as, an offer to sell or exchange or acquire, or an invitation for offers to sell or exchange or acquire, securities issued b

  4. Slide 4: Compelling Transaction for All Stakeholders

    OFFER TO BANCO SABADELL SHAREHOLDERS Compelling Transaction for All Stakeholders 1 Reinforced Strategic Rationale 2 BBVA, a Great Partner for Banco Sabadell Shareholders 3 Significant Value Creation through Synergies 4 Highly Attractive Offer 5 Positive Financial Impacts for the Shareholders of Both B

  5. Slide 5: Strategic Rationale Even More Convincing since the Announcement (1/2)

    1 REINFORCED STRATEGIC RATIONALE Strategic Rationale Even More Convincing since the Announcement (1/2) Original Transaction Update on Drivers Drivers ‘Europe needs [...] massive investment if it wants to keep pace economically’ Consolidation in a core Mario Draghi ● Reignited European focus European

  6. Slide 6: Strategic Rationale Even More Convincing since the Announcement (2/2)

    1 REINFORCED STRATEGIC RATIONALE Strategic Rationale Even More Convincing since the Announcement (2/2) Original Transaction Update on Drivers Drivers Market Shares in Spain Combination of very (Dec’24 1) ● Both banks improved market complementary 14.8% 12.9% position 12.0% businesses 6.5% SMEs 2 Ret

  7. Slide 7: A Positive Transaction for All Stakeholders

    1 REINFORCED STRATEGIC RATIONALE A Positive Transaction for All Stakeholders Customers Society Employees Expanded network and Greater financing capacity: New professional product offering and global 5.4 €Bn per year 2 for opportunities in a leading, reach households and companies global institution th

  8. Slide 8: BBVA is a Unique Combination of Growth and Profitability

    2 BBVA, A GREAT PARTNER BBVA is a Unique Combination of Growth and Profitability LOAN GROWTH (2024 vs. 2023 current €) Peer 2 Peer 5% Peer 6 12 Peer 4 Peer 1 Peer 7 Peer 9 Peer Peer 10 0% 13 Peer 3 Peer 8 Peer 5 -5% Peer 11 PROFITABILITY RETURN ON TANGIBLE 5% 10% 15% EQUITY (2024) p. 8 European Peer

  9. Slide 9: Best in Class Shareholder Value Generation Thanks to Diversification and Leading Franchises

    2 BBVA, A GREAT PARTNER Best in Class Shareholder Value Generation Thanks to Diversification and Leading Franchises Tangible Book Value + Dividends Evolution (€/share, %, Last 5, 10 & 15 Years) +131% +99% +93% L15Y (2010-2024) -14% +92% +73% +74% L10Y +22% (2015-2024) +76% +46% +47% +37% L5Y (2020-20

  10. Slide 10: Differential Market Recognition of BBVA's Strategy and Delivery

    2 BBVA, A GREAT PARTNER Differential Market Recognition of BBVAʼs Strategy and Delivery Total Shareholder Return (TSR 1) since January 2019 (%) +397 % Day before disclosure of merger discussions +341% +221% EUROPEAN BANKS +199% SPANISH BANKS 01/01/19 29/04/24 2 04/09/25 Note: European Banks: Stoxx Eu

  11. Slide 11: BBVA Financial Goals Imply Sustained Delivery in Coming Years

    2 BBVA, A GREAT PARTNER BBVA Financial Goals Imply Sustained Delivery in Coming Years ROTE TBV + DIV per share C/I Ratio Net Attributable (%, current €) (%, current €) (%, current €) Profit (current €) c.22% Mid-teens c.35% c.48 €Bn Cumulative Avg. 2025-2028 CAGR 2024-2028 2028 2025-2028 p. 11 Note:

  12. Slide 12: Significant Value Creation through Synergies which Have Been Upgraded

    3 SIGNIFICANT VALUE CREATION Significant Value Creation through Synergies which Have Been Upgraded Increased Annual Synergies 1 Post-Merger (pre-tax) +50€Mn 900 €Mn vs. original plan 510 €Mn 325 €Mn 835 €Mn 65 €Mn Opex savings Personnel cost savings COST SYNERGIES FUNDING SYNERGIES Equivalent to 13.5

  13. Slide 13: Fully Phased-in Synergies with One Year Delay

    3 SIGNIFICANT VALUE CREATION Fully Phased-in Synergies with One Year Delay Estimated Synergies and Restructuring Cost Timeline (Annual synergies pre-tax, 4 year phase-in process, €Mn) Fully 26% 100% phased-in synergies synergies fully-phased synergies 1 year delay vs. original 175 €Mn 60 €Mn scenari

  14. Slide 14: More Attractive Offer Today

    4 HIGHLY ATTRACTIVE OFFER More Attractive Offer Today Offer Terms 1 SHARES CASH SHARES 13.6% subject to acceptance of >50% of voting rights 1 0.70€ FOR 5.5483 SAB shareholders stake in the combined entity 2 AT UNDISTURBED PRICE 3 CURRENT EQUIVALENT VALUE Increased Value +43% of the Offer 12.2 €Bn 4 17.

  15. Slide 15: Current Equivalent Value Represents Highest Valuation of Sabadell in More than a Decade

    4 HIGHLY ATTRACTIVE OFFER Current Equivalent Value Represents Highest Valuation of Sabadell in More than a Decade Market Value of Banco Sabadell vs. BBVA Offer (€Bn, end of period) 2.5 1 14.9 2 Sabadell Shareholder remuneration since the announcement of the offer Value of BBVA Offer Market cap of Ba

  16. Slide 16: Premium Materially above Recent Tender Offers in Banking

    4 HIGHLY ATTRACTIVE OFFER Premium Materially above Recent Tender Offers in Banking Premium Offered at Announcement Premium Offered at Announcement 1 (over Undisturbed Price , %) (over VWAP 1 month, %) 42.0%3 30.0% 17.8% 2 19.6% 2 14.8% 2 13.3% 2 11.4% 11.4 %2 11.1 %2 9.3% 6.3% 0.5% BBVA offer was ann

  17. Slide 17: Sabadell Share Price Trading at Maximum Levels of More than a Decade

    4 HIGHLY ATTRACTIVE OFFER Sabadell Share Price Trading at Maximum Levels of More than a Decade Banco Sabadell Market Price Evolution (€ per share) 3 2 1 0 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Sep’25 p. 17 Source: Bloomberg, observed prices from Jan 2, 2015 to Sep 4, 2025.

  18. Slide 18: High Correlation of Share Prices since the Deal Was Announced

    4 HIGHLY ATTRACTIVE OFFER High Correlation of Share Prices since the Deal Was Announced Correlation of BBVA and Banco Sabadell Share Prices Day before disclosure of the 1 merger discussions 0.89±0.07 21- session Average + Std. 0.61±0.14 Dev. 0.5 21- session 0 May’23 29/04/24 Sep’25 p. 18 Source: Blo

  19. Slide 19: Analysts Forecast an Upside for BBVA's Share Price which is not the Case for Sabadell

    4 HIGHLY ATTRACTIVE OFFER Analysts Forecast an Upside for BBVAʼs Share Price which is not the Case for Sabadell Shares Market Price vs. Target Price of Analysts +8% -3% 17.13€ valuation valuation 15.81€ gap 1 3.25€ 3.15€ gap 1 Current Price Target Price 2 Current Price Target Price 2 18€ 4€ 14€ Targ

  20. Slide 20: BBVA Current Multiple Implies Upside Potential

    4 HIGHLY ATTRACTIVE OFFER BBVA Current Multiple Implies Upside Potential P/E+2y 1 Premium Evolution BEFORE and AFTER the Day Before Disclosure of Merger Discussions Apr 29, 2024 5 +2.7% 3 +1.4% 4 -4.1% 3 -8.3% 4 BBVA vs. European Peers 2 Banco Sabadell vs. European Peers 2 (1) Based on FactSet conse

  21. Slide 21: Attractive Accretion for Both BBVA and Banco Sabadell Shareholders

    5 POSITIVE FINANCIAL IMPACTS Attractive Accretion for Both BBVA and Banco Sabadell Shareholders BBVA shareholders Sabadell shareholders EPS 1 Accretion Post Merger + % 5 + 25% (1) EPS: Earnings per share. Estimated based on fully phased-in post-tax synergies, a net income of 1.6 €Bn for Banco Sabade

  22. Slide 22: Highly Attractive Returns for BBVA Shareholders with Limited Capital Impact

    5 POSITIVE FINANCIAL IMPACTS Highly Attractive Returns for BBVA Shareholders with Limited Capital Impact Estimated Transaction Limited Capital Impact at Closing and Positive Impact on CET1% 1 After TSB Sale and Extraordinary Dividend 1 -34 bps +26 bps +259 bps -226 bps VTO 100% Closing Take-up AT CL

  23. Slide 23: Process & Next Steps

    6 PROCESS & NEXT STEPS Process & Next Steps Estimated Timeline of the Offer 8th September Opening of the Acceptance Period 18th September Banco Sabadell report on the Offer 7th October End of Acceptance Period 14th October Publication of the result of the Offer 17th / 20th October Settlement of the

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