REG - Banco Bil.Viz.Argent - Supplement exemption doc referred VTO B.Sabadell

Banco Bilbao Vizcaya Argentaria SAAnnouncement

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RNS Number : 8621A  Banco Bilbao Vizcaya Argentaria SA  25 September 2025

Banco Bilbao Vizcaya Argentaria, S.A. ("BBVA"), pursuant to the provisions of
the Spanish Securities Market Act, hereby proceeds by means of the present
document to notify 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") and authorized by
the Spanish Securities Market Commission (CNMV) on September 5, 2025 (the
"Offer"), and in particular, in relation to the ordinary shares to be issued
by BBVA in order to attend the consideration offered to the shareholders of
Banco de Sabadell in the Offer, and for their admission to trading on the
Spanish Stock Exchanges, it is noted that BBVA has elected to rely on the
exemptions for exchange offers set out in Article 1, paragraphs 4(f) and 5(e),
of Regulation (EU) 2017/1129 and, accordingly, will not issue any prospectus
for the purposes of Regulation (EU) 2017/1129 of the European Parliament and
of the Council.

For these purposes,  on September 5, 2025, BBVA published on its website, the
corresponding exemption document prepared in accordance with the requirements
of Delegated Regulation (EU) 2021/528, which does not constitute a prospectus
for the purposes of Regulation (EU) 2017/1129, as announced through a
disclosure of other relevant information of the same date on the CNMV's
website (registration number 36558).

As a result of the amendment to the Offer through the improvement of the
consideration (which consist entirely of newly issued BBVA ordinary shares, at
an exchange ratio of one BBVA ordinary share for every 4.8376 Banco Sabadell
ordinary shares) announced by means of a communication of inside information
dated September 22, 2025 (registration number 2892) and authorized by the CNMV
today, September 25, 2025 (disclosure of other relevant information with
registration number 36838), BBVA has also published today on its website
(www.bbva.com (http://www.bbva.com) ) a supplement to the exemption document
referred to in the preceding paragraph, which likewise does not constitute a
prospectus for the purposes of Regulation (EU) 2017/1129 and which is
available at the following link: LINK
(https://accionistaseinversores.bbva.com/wp-content/uploads/2025/09/Suplemento-al-documento-de-exencion-250925.pdf)

The supplement to the exemption document does not require review or approval
by any supervisory authority and, specifically, has not been reviewed,
approved or filed with the CNMV.

 

Madrid, September 25, 2025

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