REG - Banco Bil.Viz.Argent - Share Buyback Program

Banco Bilbao Vizcaya Argentaria SAAnnouncement

01/03/2024 07:45

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RNS Number : 2298F  Banco Bilbao Vizcaya Argentaria SA  01 March 2024

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 January 30, 2024, with CNMV
registration number 2084, and having received the necessary clearance from the
European Central Bank, BBVA hereby notifies the execution of a temporary own
share buyback program in accordance with the provisions of Regulation (EU) No.
596/2014 of the European Parliament and of the Council of 16 April 2014 on
market abuse ("MAR") and with Commission Delegated Regulation (EU) No.
2016/1052, of 8 March 2016 (the "Delegated Regulation" and, together with the
MAR, the "Regulations") with a view to reducing the share capital of BBVA (the
"Buyback Program") and with the terms and conditions detailed below:

 Purpose:                            To reduce BBVA's share capital by cancelling the shares acquired.
 Maximum cash amount:                The maximum cash amount will be 781,000,000 euros.
 Maximum number of shares:           The maximum number of BBVA shares to be acquired will be 557,285,609.
 Start of the execution:             Execution will start on March 4, 2024.
 End of the execution:               The Buyback Program will end no later than February 8, 2025 and, in all cases,
                                     when the maximum cash amount is reached or the maximum number of shares is
                                     acquired.

                                     However, the Company reserves the right to temporarily suspend execution of
                                     the Buyback Program or end it early in the event of any circumstance that so
                                     advises or requires.
 Trading venues:                     Purchases shall be made on the Spanish electronic trading system - Continuous
                                     Market (the "Continuous Market") and on the Cboe Europe and Turquoise Europe
                                     trading platforms (the "Trading Venues" and each of them, a "Trading Venue").
 Manager:                            The program will be executed externally through Citigroup Global Markets
                                     Europe AG (the "Manager"), which will decide independently of the Company on
                                     the timing of the purchases of BBVA shares.
 Conditions of the Buyback Program:  The Buyback Program will be executed pursuant to the following conditions:

                                     (i)    By purchasing on each Trading Day (i.e. on each day on which the
                                     Continuous Market is effectively operational for the trading of BBVA shares
                                     and that is not a Disrupted Day, as such term is defined below) the following
                                     number of shares on each of the Trading Venues (with no offsetting between
                                     them) (in each case, the "Daily Target Number of Shares" for the relevant
                                     Trading Venue):

                                     a)    1,875,000 BBVA shares on the Continuous Market;

                                     b)    1,000,000 BBVA shares on Cboe Europe; and

                                     c)    175,000 BBVA shares on Turquoise Europe;

                                     save in cases of force majeure or if the Manager is not able to purchase the
                                     Daily Target Number of Shares due to restrictions deriving from the provisions
                                     of article 3(2) of the Delegated Regulation; where this occurs, it will be
                                     duly communicated in the periodic communications made in accordance with the
                                     Regulations, stating the reason why the Daily Target Number of Shares
                                     envisaged in each case was not purchased.

                                     For these purposes, "Disrupted Day" is understood to mean any trading session
                                     of the Trading Venues in which there is a significant disruption in the market
                                     or the market price of the BBVA shares (including if the market price falls
                                     below the par value during a substantial part of the session) or if the
                                     trading volume of the BBVA shares (excluding blocks and opening and closing
                                     auctions) is less than 2.5 times the Daily Target Number of Shares on the
                                     relevant Trading Venue.

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

                                     In particular, it is placed on record that the Daily Target Number of Shares
                                     on each Trading Venue is less than 25% of the average daily trading volume of
                                     the BBVA shares (excluding block trades) on the corresponding Trading Venue in
                                     the month preceding this disclosure (thus complying with the provisions of
                                     article 3(3)(a) of the Delegated Regulation).

The share purchase transactions performed, as well as the end or, as the case
may be, the temporary suspension of execution of the Buyback Program, will be
duly communicated in accordance with the Regulations.

Madrid, March 1, 2024

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