REG - Banco Bil.Viz.Argent - Buy Back Program - Terms and Conditions 2º Segment

Banco Bilbao Vizcaya Argentaria SAAnnouncement

29/06/2022 08:15

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RNS Number : 6140Q  Banco Bilbao Vizcaya Argentaria SA  29 June 2022

Banco Bilbao Vizcaya Argentaria, S.A. ("BBVA" or the "Company"), in compliance
with the Spanish Securities Market legislation, hereby proceeds to notify the
following:

 

 

INSIDE INFORMATION

 

 

 

Further to the notice of Inside Information of 28 June 2022, with CNMV
registration number 1511 (the "Second Segment Execution II")(( 1  (#_ftn1) )),
BBVA hereby notifies the execution of the Second Segment which completes the
Program Scheme pursuant to Regulation (EU) No. 596/2014 of the European
Parliament and of the Council, of 16 April 2014, on market abuse ("MAR") and
Commission Delegated Regulation (EU) No. 2016/1052, of 8 March 2016, (the
"Delegated Regulation" and, together with MAR, the "Regulations") under the
terms and conditions detailed below:

 

 

 Purpose:                           To reduce BBVA's share capital by means of the redemption of the acquired
                                    shares.

 Maximum cash amount:               The maximum cash amount will be 1,000 million Euros.

 Maximum number of shares:          The maximum number of BBVA shares to be acquired will be 149,996,808.
 Start of the execution:            Execution will start on 1 July 2022.
 End of the execution:              The Second Segment will end no later than 29 September 2022 and, in any event,
                                    when the maximum cash amount is reached or the maximum number of shares is
                                    acquired.

                                    However, the Company reserves the right to temporarily suspend or to early
                                    terminate the execution of the Second Segment in the event of any circumstance
                                    that so advises or requires.
 Trading venue:                     The acquisitions will be made on the Spanish Electronic Trading
                                    Interconnection System - Continuous Market (the "Continuous Market").
 Manager:                           The execution will be carried out externally through CITIGROUP GLOBAL MARKETS
                                    EUROPE AG (the "Manager"), who will make its decisions concerning the timing
                                    of the purchases of the BBVA shares independently of the Company.
 Conditions of the Second Segment:  The Second Segment will be executed pursuant to the following conditions:

                                    (i)         by purchasing in each trading session on the Continuous
                                    Market (other than a Discontinued Day)  4,250,000 shares (the "Daily Target
                                    Number of Shares"), except in cases of force majeure or if the Manager is
                                    unable to purchase such number of shares due to limitations derived from the
                                    provisions of article 3.2 of the Delegated Regulation.

                                    For these purposes, a Discontinued Day is understood to be any trading session
                                    of the Continuous Market in which there is a significant disruption in the
                                    market or in the quotation of the BBVA shares (including if their trading
                                    price falls below their nominal value during a substantial part of the
                                    session) or if the trading volume for the BBVA share is less than 2.5 times
                                    the Daily Target Number of Shares.

                                    (ii)        The own shares will be purchased respecting in all cases
                                    the conditions and the price and volume limits set forth in the Regulations.

                                    In particular, it is hereby stated that the Daily Target Number of Shares is
                                    less than 25% of the average daily volume of the BBVA shares in the Spanish
                                    Electronic Trading Interconnection System - Continuous Market in the month
                                    preceding this communication (thus complying with the provisions of article
                                    3.3.a) of the Delegated Regulation).

The share purchase transactions carried out, as well as the completion or, as
the case may be, the interruption of the execution of the Second Segment, will
be duly reported to the Spanish National Securities Market Commission in
accordance with the Regulations.

 

 

Madrid, 29 June 2022

(( 1  (#_ftnref1) )) The terms Second Segment and Program Scheme will have
the same meaning as provided in the Second Segment Execution II.

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