Adjustments to the Offer consideration

Banco Bilbao Vizcaya Argentaria SA

01 October 2024

 

Banco Bilbao Vizcaya Argentaria, S.A. ("BBVA"), in compliance with the Securities Market legislation, hereby communicates 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") (the "Offer"), for which the prior announcement was published as inside information on May 9, 2024 and the request for authorisation was submitted to the Spanish Securities Market Commission (CNMV) on May 24, 2024, and accepted for processing on June 11, 2024, the following is hereby stated:

1.   In accordance with the prior announcement of the Offer and as a consequence of the interim dividend against the 2024 financial year results in the amount of €0.08 per share paid by Banco Sabadell to its shareholders today, the consideration for the Offer must be adjusted.

Therefore, after applying the adjustment in the terms set forth in the prior announcement, the consideration offered by BBVA to the shareholders of Banco Sabadell under the Offer is adjusted to one (1) newly issued ordinary share of BBVA for each five point zero one nine six (5.0196) ordinary shares of Banco Sabadell.

2.   Additionally, BBVA announced - by means of an inside information dated September 26, 2024 (registration number 2395) - the payment to its shareholders on October 10, 2024 of an interim dividend against the 2024 financial year results in the amount of €0.29 per share. As a consequence of this dividend payment by BBVA, and in accordance with the prior announcement, the consideration for the Offer will again need to be adjusted.

Accordingly, as of October 10, 2024 (the payment date of BBVA's interim dividend), the consideration offered by BBVA to the shareholders of Banco Sabadell under the Offer will be adjusted to one (1) newly issued ordinary share of BBVA and €0.29 in cash for every five point zero one nine six (5.0196) ordinary shares of Banco Sabadell.

These adjustments, as outlined in the prior announcement of May 9, 2024, are intended to maintain the economic terms of the offer equivalent, following the dividend payments made by both entities.

                                                                                    Madrid, October 1, 2024

 

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