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BBVA Creando Oportunidades Banco Bilbao Vizcaya Argentaria , S.A. ( BBVA ) , in accordance with the provisions of the Securities Market legislation , hereby communicates the following : INSIDE INFORMATION The Board of Directors of BBVA decided to launch a voluntary takeover bid for the entire share capital of Türkiye Garanti Bankası A.Ş. ( “ Garanti ” or the " Company ” ) not already owned by BBVA . The main characteristics of the voluntary takeover bid ( the " Voluntary Takeover Bid ” ) are described below . The detailed terms and characteristics of the Voluntary Takeover Bid will be contained in an information memorandum to be submitted by BBVA for approval to the Capital Markets Board of Turkey ( the " CMB " ) . The information memorandum will be published once such aforementioned approval is obtained . 1. Bidder : BBVA . 2. Filing of the Voluntary Takeover Bid : In accordance with Section 4 of the Communiqué on Takeover Bids ( Pay Alım Teklifi Tebliği ) no . Il - 26.1 ( the " Communiqué " ) , BBVA will submit for authorisation an application of the Voluntary Takeover Bid to the CMB . BBVA expects to submit the application within the following days . 3. Shares to which the Voluntary Takeover Bid is addressed and participation of BBVA in Garanti : All references to " shares " or " share " in this announcement shall be deemed made to lots of 100 shares , which is the trading unit at Borsa Istanbul . The share capital of Garanti amounts to an aggregate of 4,200,000,000 shares with a face value of 1 Turkish Lira each . The Company has no privileged shares . As of the date of this announcement , BBVA owns an aggregate of 2,093,700,000 shares which represent 49.85 % of the total share capital of the Company . Consequently , the Voluntary Takeover Bid is addressed to the remaining 2,106,300,000 shares which represent 50.15 % of the total share capital of the Company . 4. Consideration : The consideration offered by BBVA to each of the shareholders of the Company is 12.20 Turkish Lira in cash for each share of the Company ( the " Voluntary Takeover Bid Price " ) . The maximum aggregate amount of consideration payable by BBVA is 25,697 million Turkish Lira ( equivalent to approximately 2,249 million Euros¹ ) assuming all Garanti's shareholders sell their shares . BBVA will pay the consideration with its current shareholders ' funds . BBVA reserves the right to reduce or otherwise modify the Voluntary Takeover Bid Price by an amount equal to the gross amount of the distribution per share , if the Company declares or distributes dividends , reserves or any other kind of 1 The applicable exchange rate is 11.43 Turkish Lira per Euro as of November 12 , 2021 .