Banco Bilbao Vizcaya Argentaria (BBVA) EGM 2024 summary

Opening remarks and agenda

• Meeting convened to approve a capital increase for a voluntary tender offer (VTO) for Banco Sabadell shares, with hybrid attendance options and full board presence.

• Quorum established with 70.75% of share capital represented, enabling valid resolutions on all agenda items.

Specific resolutions to be voted on

• Approval of a capital increase up to EUR 551.9 million (1.126 billion shares) to cover the VTO for up to 100% of Banco Sabadell shares, with no preemptive rights for current shareholders.

• Delegation of powers to execute the capital increase and related resolutions within one year, and to address any regulatory qualifications.

Strategic initiatives and plans

• The merger aims to create a leading European bank, leveraging digitalization, sustainability, and scale to enhance competitiveness and profitability.

• Integration expected to generate EUR 0.85 billion in annual cost synergies within three years, with restructuring costs of EUR 1.45 billion.

• Commitment to maintain SME lending for at least 12 months and reinforce support for entrepreneurship and regional development.

• The offer provides a 30% premium to Sabadell shareholders, who could own up to 16% of the combined entity if 100% take-up is achieved.