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

Banco Bilbao Vizcaya Argentaria SAAnnouncement

20/03/2023 07:00

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RNS Number : 4329T  Banco Bilbao Vizcaya Argentaria SA  17 March 2023

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 1 February 2023, with CNMV
registration number 1738, and having received the required authorization from
the European Central Bank, BBVA hereby notifies the execution of a
time-scheduled buyback program for the repurchase of own shares 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") aimed at reducing BBVA's share capital (the
"Buyback Program") and under the terms and conditions detailed below:

 

 

 Purpose:                            To reduce BBVA's share capital by means of the cancellation of the acquired
                                     shares.
 Maximum cash amount:                The maximum cash amount will be 422 million Euros.
 Maximum number of shares:           The maximum number of BBVA shares to be acquired will be 563,825,149.
 Start of the execution:             Execution will start on 20 March 2023.
 End of the execution:               The Buyback Program will end no later than 12 March 2024 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 Buyback Program 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") and on
                                     DXE Europe.
 Manager:                            The execution will be carried out internally by the Company, executing the
                                     trades through BBVA.
 Conditions of the Buyback Program:  The Buyback Program will be executed pursuant to the following conditions:

                                     Continuous Market

                                     (i)   By purchasing in each trading session on the Continuous Market (other
                                     than a Discontinued Day) 2,500,000 shares (the "Daily Target Number of Shares
                                     in the Continuous Market"), except in cases of force majeure or if it is not
                                     possible to purchase such number of shares due to the limitations derived from
                                     the provisions of article 3.2 of the Delegated Regulation; which, if
                                     applicable, will be duly communicated in the periodic communications made in
                                     accordance with the Regulations, indicating the reason why the Daily Target
                                     Number of Shares in the Continuous Market has not been purchased.

                                     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 in the Continuous Market.

                                     (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 in
                                     the Continuous Market is less than 25% of the average daily volume of the BBVA
                                     shares in the Continuous Market in the month preceding this communication
                                     (thus complying with the provisions of article 3.3.a) of the Delegated
                                     Regulation).

                                     DXE Europe

                                     (i)   By purchasing in each trading session on DXE Europe (other than a
                                     Discontinued Day) 500,000 shares (the "Daily Target Number of Shares in DXE
                                     Europe"), except in cases of force majeure or if it is not possible to
                                     purchase such number of shares due to the limitations derived from the
                                     provisions of article 3.2 of the Delegated Regulation; which, if applicable,
                                     will be duly communicated in the periodic communications made in accordance
                                     with the Regulations, indicating the reason why the Daily Target Number of
                                     Shares in DXE Europe has not been purchased.

                                     For these purposes, a Discontinued Day is understood to be any trading session
                                     of DXE Europe 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 in DXE Europe.

                                     (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 in
                                     DXE Europe is less than 25% of the average daily volume of the BBVA shares in
                                     DXE Europe 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 Buyback Program, will be duly
reported in accordance with the Regulations.

 

 

Madrid, 17 March 2023

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