REG - Banco Bil.Viz.Argent - BBVA's share capital reduction

Banco Bilbao Vizcaya Argentaria SAAnnouncement

23/12/2025 17:30

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RNS Number : 7265M  Banco Bilbao Vizcaya Argentaria SA  23 December 2025

Banco Bilbao Vizcaya Argentaria, S.A. ("BBVA" or the "Company"), in compliance
with the securities market legislation, hereby communicates the following:

 

OTHER RELEVANT INFORMATION

 

Notice is hereby given of the partial execution of the share capital reduction
resolution adopted by the Ordinary General Shareholders' Meeting of BBVA held
on 21 March 2025, under agenda item three, through the reduction of BBVA's
share capital in a nominal amount of 26,615,214.85 euros, by means of the
cancellation of 54,316,765 own shares of 0.49 euros par value each held by the
Company as treasury shares.

 

The own shares subject to the cancellation were acquired derivatively by the
Company in execution of the program for the repurchase of own shares, which
was communicated by means of inside information dated 30 October 2025
(registration number 2,966). The completion of the program for the repurchase
of own shares was communicated by BBVA as other relevant information on 10
December 2025 (registration number 38,097).

 

Following the cancellation of the 54,316,765 own shares with a par value of
26,615,214.85 euros, BBVA's share capital has been set at 2,797,394,663 euros,
represented by 5,708,968,700 shares with a par value of 0.49 euros each.

 

This capital reduction does not entail the return of contributions, since the
Company itself is the owner of the redeemed shares, and is charged to
unrestricted reserves, through the allocation of the reserve for redeemed
capital for an amount equal to the par value of the redeemed shares, which can
only be used under the same conditions as those required for the reduction of
the share capital, in application of the provisions of Article 335 c) of the
Spanish Companies Act. Consequently, the Company's creditors will not have the
right of opposition referred to in Article 334 of the Spanish Companies Act.

 

Likewise, notice is hereby given that BBVA will request the delisting of the
redeemed shares from the relevant Stock Exchanges and the cancellation of the
redeemed shares in the accounting records of "Sociedad de Gestión de los
Sistemas de Registro, Compensación y Liquidación de Valores, S.A." (Sociedad
Unipersonal) (IBERCLEAR).

 

 

Madrid, 23 December 2025

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