REG - Banco Bil.Viz.Argent - Information regarding the VTO for Banco Sabadell

Banco Bilbao Vizcaya Argentaria SAAnnouncement

11/08/2025 18:15

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RNS Number : 8790U  Banco Bilbao Vizcaya Argentaria SA  11 August 2025

Banco Bilbao Vizcaya Argentaria, S.A. ("BBVA"), in compliance with the
Securities Market legislation, hereby communicates the following:

 

INSIDE INFORMATION

 

In relation to the voluntary tender offer launched by BBVA for the entire
share capital of Banco de Sabadell, S.A. (the "Offer"), for which the prior
announcement was published as inside information on May 9, 2024 (with
registration number 2241) and the request for authorisation was submitted to
the Spanish Securities Market Commission (CNMV) on May 24, 2024, BBVA hereby
informs that:

On August 6, 2025, the Extraordinary General Shareholders' Meetings of Banco
Sabadell approved the transaction for the sale of all the shares of its
subsidiary TSB Banking Group plc and other equity instruments and securities
issued by such company to Banco Santander, S.A., subject to certain conditions
precedent, as well as the distribution of an extraordinary cash dividend in
the gross amount of 50 euro cents per share charged against freely
distributable voluntary reserves, conditional upon the completion of such sale
transaction.

As a result of said resolutions, Article 33.1(d) of Royal Decree 1066/2007, of
27 July, on tender offer rules, entitles BBVA to withdraw the Offer, subject
to the prior approval of the CNMV.

After reviewing the resolutions adopted and considering the available
information, BBVA has decided not to withdraw the Offer for this reason and,
therefore, it remains in effect in accordance with the applicable regulations.

 

Madrid, August 11, 2025

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