Slides
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Response to BBVA’s hostile tender offer September 12th, 2025
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2 The Board of Sabadell unanimously rejects BBVA’s hostile tender offer BBVA’s hostile tender offer fundamentally undervalues Sabadell and destroys value for its shareholders BBVA’s hostile tender offer Very significant standalone value upside potential of up to c.25% vs current market price Sabadell stock price is currently trading 11% above BBVA’s offer value of €3.041 Sabadell fundamental value is c.24-37% above the offer value1 Focus on Spain, one of the fastest growing economies in Europe Predictable and low-risk outlook Emerging markets focused bank exposed to highly volatile regions that represent 67% of the net profit contribution Exposure to currency depreciation turns reported profits into a lower and riskier capital generation and distribution capacity Strong performance and outstanding shareholder remuneration of c.37% of its market cap in the next 3 years Sabadell shareholders would receive 30% lower distributions in 2025-27 They would not receive the extraordinary cash dividend from the sale of TSB 1 Implied offer value of €3.04 based on BBVA’s stock price as of 10-September-2025 (€16.15), 5.5483x exchange ratio and €0.13 cash component. Sabadell
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3 The Board of Sabadell unanimously rejects BBVA’s hostile tender offer BBVA’s hostile tender offer is based on many unrealistic assumptions and poses significant execution risk Weaknesses The current offer terms are worse than the original proposal BBVA has an unrealistic view of future synergies, EPS accretion and other financial impacts • Synergies are non-existent while both entities are independent and managed autonomously • After the independent and autonomous period, any future merger is subject to the Government’s approval, which cannot be taken for granted • Even if the Government were to approve a merger, it would take more than 7 years to fully realise the synergies • BBVA’s reported 25% EPS accretion for Sabadell’s shareholders is based on an incorrect approach. Actually, it is economically dilutive Description • Sabadell shareholders would receive a stake in the combined company that is 16% lower stake in BBVA than in the original proposal May 2024 • Cash component has brought loss of fiscal neutrality for Spanish shareholders, and it would immediately trigger capital gain taxes for retail shareholders BBVA admittedly contemplates a take-up as low as 30% • Implicit admission of lack of confidence by BBVA in the attractiveness of its offer • An acceptance of 30-50% would trigger a mandatory cash tender offer which would create a number of uncertainties for Sabadell shareholders • Such uncertainties include price of the mandatory tender offer, asymmetry of information and potential dilution resulting from BBVA’s capital financing
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Index 1 Sabadell will deliver strong performance and outstanding shareholder remuneration 2 Sabadell has material upside value potential 3 BBVA’s shares have inherent risks which Sabadell’s shares do not have 4 BBVA’s hostile tender offer destroys value for Sabadell’s shareholders 5 BBVA’s hostile tender offer raises other concerns 6 Closing remarks 4
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1 Sabadell will deliver strong performance and outstanding shareholder remuneration
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6 Sabadell standalone has delivered outstanding shareholder value creation under the current management… Total shareholder return1 (rebased) Source: Bloomberg as of 10-Sep-2025. 1 Rebased to 100=13-Nov-2020 (last undisturbed price prior to the first BBVA merger proposal). Total shareholder return accounts for increase in share price and dividends received (assuming re-invested). 2 Includes CaixaBank, Bankinter and Unicaja. 17-Dec-2020: Appointment of César González-Bueno Mayer as CEO 12.7x 6.7x 3.4x 5.2x Nov-2020 May-2021 Nov-2021 May-2022 Nov-2022 May-2023 Nov-2023 May-2024 Nov-2024 Sep-2025 2 May-2025 Rejecting a proposed merger with BBVA in 2020 has proven to be extremely value accretive for Sabadell’s shareholders EURO STOXX Banks
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71 Group RoTE (incl. TSB). 2 Total shareholder remuneration over market cap as of 10-Sep-25. 3 From Aug-2025 to May-2026. 4 Calculated as €27bn (linear distribution for the next 3 years of the €36bn shareholder remuneration announced by BBVA for the next 4 years). …and our value creation journey will continue Mid-Single Digit Growth Loan book Ex-TSB CAGR 2024-2027E 2025E 2027E 16% 14.5%1 Sustainable returns well above cost of equity… …through attractive shareholder remuneration2 c.37% of market cap. €6.3bn 2025-27e total cumulative shareholder remuneration c.22% of market cap in 9 months3 vs. c.29%4 for BBVA TBVps + DPS 2024-2027: ~15% … delivering high returns for Sabadell’s shareholders …coupled with a solid growth outlook Group RoTE (%)
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8 Note(s): 1 Excluding €109m in one-offs in 2024 (14.9% reported). 2 Excluding €116M between Jun-24 and Jun-25 (15.3% reported). Our guidance is backed by a track record of consistently beating expectations Actual RoTE (Recurrent) Guidance for 2023 Jan-2023 FY2023 Guidance for 2024 Jan-2024 FY2024 Guidance for 2025 Feb-2025 H1 2025 >9% >11.5% 11.5% ✓ 14.0%1 ✓ ~14.0% 14.4%2 ✓
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91 Based on analysts’ Sum of the Parts valuation as of 1st July 2025. 2 Source: Capital IQ. 3 £2.9bn at the exchange rate of 0.8555 (June 30th, 2025). 4 P/TBV and P/E 2025 using initial price of £2.65bn. TBV as of March 31st, 2025 and 2025 EPS based on analysts’ Sum of the Parts valuation as of 1st July 2025. 5 Current trading multiples as of 10-Sep-2025. Our track record includes strategic decisions in the clear interest of our shareholders, such as the sale of TSB Approved with 75% quorum and 100% approval at August 2025 Extraordinary General Meeting 2.7 2.7 3.4 Analysts' Average Based on UK Peer Multiples Total Consideration Sale of TSB Price vs. analysts’ and UK peers-based valuation €bn 1 2 3 Sale of TSB and distribution of €2.5bn extraordinary dividend P/TBV P/E 2025E Sale of TSB4 1.5x 10.5x Sabadell Current5 1.4x 9.9x Sale of TSB valuation vs. Sabadell current valuation
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2 Sabadell has material upside value potential
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29-abr 29-ago 29-dic 30-abr 30-ago Sabadell Spanish Peers (Median) BBVA 94% 75% 48% 86% 62% 48% Sabadell Spanish peers BBVA 11 Share Price Performance Evolution since 29-Apr-20241 Sabadell’s stock price is more closely correlated with Spanish peers than with BBVA Sabadell's stock price outperformance since April-2024 explained by higher target price growth than peers Analysts’ median Target Price Evolution since 29-Apr-20242 +24pp +38pp XX Sabadell performance vs. peers 2 1 FactSet, from 29-Apr-2024 (last undisturbed price of BBVA’s merger proposal) to 10-Sep-25. Shares price evolution not adjusted for dividends. Rebased to 100=29-Apr-2024 2 Bloomberg 3 Includes CaixaBank, Bankinter and Unicaja.. 29-Apr-24 29-Aug-24 29-Dec-24 30-Apr-25 10-Sep-25 3 75%
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€3.4 €3.8 €4.2 €3.8 – 4.1 Current stock price Value based on Peers 2027e P/E Value based on Peers RoTE vs. P/TBV regression Value based on fundamental GGM 12 BBVA’s hostile tender offer fundamentally undervalues Sabadell standalone and its future prospects Sabadell stock price is currently trading 11% above BBVA’s offer of €3.04 and Sabadell fundamental value is c.24-37% above the offer value1 Source: FactSet as of 10-Sep-2025. 1 Implied offer price of €3.04 based on BBVA’s stock price as of 10-September-2025 (€16.15), 5.5483x exchange ratio and €0.13 cash component 2 Sabadell implied value computed applying Spanish peers’ P/E and RoTE vs. P/TBV regression to Sabadell 2027e guidance and adjusted Sabadell TBV excluding TSB, plus €0.50 extraordinary dividend per share from TSB’s sale. Peers include CaixaBank, Bankinter and Unicaja . 3 Gordon Growth Model assuming a Cost of Equity range of 10-11% and a 2% perpetual growth rate. Value shortfall of the offer 11% 24% 37% 24% to 36% Offer value: €3.041 32 2
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13 Precedent comparable tender offers were completed with control premia of ~40% Source: Company public information, FactSet. Market data as of 10-September-2025. Premia as at announcement 1 BBVA's selection of precedent transactions included Unicredit-Banco BPM (offer withdrawn), Mediobanca-Banca Generali (offer was rejected by the offeror’s shareholders), Banca Ifis-illimity (target was in a distressed financial position), and BMPS-Mediobanca and BPER-Banca Popolare di Sondrio (the offerors and the targets shared some core shareholders prior to the offer). 2 Relative size defined as target’s unaffected market capitalization divided by buyer’s unaffected market capitalization. 3 Peers include CaixaBank and Bankinter. Median Peer P/E 2027 applied to Sabadell’s Net Income as per latest guidance 4 Based on TBV for Nationwide (as of FY23) BBVA's control premia calculation based on Sabadell’s share price on 29-April-2024 seems technically incorrect and ignores the entire sector repricing over the last 16 months BBVA's selection of precedent transactions with low premia includes tender offers that were unsuccessful or not comparable1 Date Buyer Target Value shortfall / Premium Friendly / Hostile Consideration Relative size2 As of today, based on current share price Hostile Stock 15% As of today, if Sabadell traded at Spanish peers’ P/E 20273 Hostile Stock 15% Nov-2020 Credit Agricole Creval (Final Offer) Hostile Cash 2% Sep-2020 Intesa Sanpaolo UBI (Final Offer) Hostile Stock 17% Mar-2024 Nationwide Virgin Money Friendly Cash <25%4 BBVA’s hostile tender offerSelected Transactions 11% 24% 45% 45% 38% Selected successfully completed transactions among European banks
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3 BBVA’s shares have inherent risks which Sabadell’s shares do not have
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Cost of Equity Currency performance vs. € Last 3 years5 Spain Low - Mexico High -8% Turkey Hyperinflation -62% Argentina Hyperinflation -91% Peru High -5% Colombia High -5% Implied CoE for BBVA High Spain 29% Mexico 54% Turkey 6% South America 7% Rest of Business 4% 15 Emerging markets contribute 2/3 of BBVA’s earnings, exposing the bank to volatility, FX depreciation and higher cost of equity BBVA – Breakdown by geography1 Net attributable profit. L3Y average2, % Geographical footprint implications ~4% for Sabadell4 ~67% emerging markets for BBVA3 Source: Company information. 1 Excludes the corporate center. 2 Period 2022-2024. 3 Excludes “rest of business” and the corporate centre. 4 Considering net income split ex-TSB as of 2024: Spain (~96%) and Mexico (~4%). 5 Period considered: 10th September 2022 to 10th September 2025. Low for Sabadell
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16 Despite the riskier footprint, BBVA targets capital buffers below those targeted by Sabadell CET1 target % Target CET1 MDA buffer In bps Source: Company information. 1 Level at which a commitment to distribute excess capital is triggered. 2 BBVA has an 11.5-12.0% CET1 target range, with the upper limit considered as the hurdle for capital distribution via SBB. 3 Santander has a 12.0-13.0% CET1 operating range, with the upper limit considered as target ratio. 4 Includes CaixaBank, Bankinter and Unicaja. 405 288 335 406 Sabadell BBVA Santander Average Domestic Banks 13.0% 12.0% 13.0% 12-12.5% Sabadell BBVA Santander Average Domestic Banks 383 – 429bps Domestic Banks4 44 2 31 BBVA targets the lowest MDA buffers within Spanish listed banks
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Structural FX depreciation from emerging markets has consistently driven attrition of shareholders' equity and capital for BBVA BBVA has accumulated ~€17bn of negative FX devaluation adjustments since 2014, reducing its ability to distribute capital 17 -2.5 -4.2 -3.5 -7.3 -6.9 -10.0 -14.2 -15.1 -14.5 -13.9 -15.0 -16.9 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 1H25 Includes: • €-7.0bn MXN (41%) • €-6.2bn TRY (37%) • €-3.7bn Other FX (22%) Source: Company information. FX adjustments €bn
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15% -1% 15% -1% 14% RoTE (including OCI deductions) Exclusion of accumulated other comprehensive income from TBV RoTE (excluding OCI deductions) RWA growth, FX devaluation and other impacts Distributable dividend capacity 21% -5% 15% -6% 9% RoTE (including OCI deductions) Exclusion of accumulated other comprehensive income from TBV RoTE (excluding OCI deductions) RWA growth, FX devaluation and other impacts Distributable dividend capacity Sabadell’s business model produces superior capital generation and distributions, even with a higher CET1 target 18 2 2 Source: Company information.1 RoTE considers average tangible book value 2023-2024A after excluding excess capital, assuming each company’s target CET1 ratio (12.0% and 13.0% for BBVA and Sabadell, respectively). 2 Impact on RoTE derived from excluding Accumulated Other Comprehensive Income from the denominator of the ratio. 3 Average of 1H25 annualised, FY24, FY23 and FY22. 4 Shareholder remuneration over tangible equity considering the distribution of excess capital over 13% CET1 for Sabadell and over 12% CET1 for BBVA. Effective dividend distribution capacity1 2024 ~9%4 Avg. L3.5Y3 ~12%4 Avg. L3.5Y3 4 4
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4 BBVA’s hostile tender offer destroys value for Sabadell’s shareholders
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2 3 The merger is taken for granted and frontloaded to 2028, while in practice it is not guaranteed BBVA’s financial analysis of the hostile tender offer is based on many unreasonable assumptions 4 Unprecedented phasing of cost synergies: run-rate achieved on Year 1 post merger (2029). Preparatory work is incompatible with governance independence and managerial autonomy 5 Restructuring costs (~1.7x savings) below precedents (~3x), and unchanged despite cost synergies increase Synergies will be zero as long as there is governance independence and managerial autonomy between Sabadell and BBVA1 Multiple layers of dis-synergies are ignored, before and after the hypothetical merger 20
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BBVA’s envisaged timetable to achieve full synergies is unrealistic Realistic assumptions 21 Managerial autonomy Merger authorization (post managerial autonomy) Synergies at 100% (post merger authorisation) 3 years Instantaneous During 1st year 3 - 5 years 1 year to ?? In total 4 years = 2029 7 years to ?? Not before 2032 During 3rd year
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Source: Company information.1 Based on the conditions imposed by the Council of Ministers, the hypothetical merger will not take place for at least 3-5 years. Subsequently, the Government would still need to approve the merger (assumed merger period of ~12 months). Run-rate synergies will not be achieved in any event before 3 years post merger. Cost synergies (pre-tax) Other synergies and dis-synergies: revenue and funding (pre-tax) Banking tax dis-synergy (non tax deductible) 175 Starting in 2027E Funding: 60 Starting in 2028 Zero 835 Increased synergy target despite conditions from Council of Ministers Anticipated to 2029 Funding: 65 Anticipated to 2029 Ignored 165 630 -63 220 Zero -90 Zero 750 -250 -130 BBVA’s perspective Sabadell’s perspective Managerial autonomy (2025-28) No managerial autonomy (2029) Managerial autonomy (at least until 2028-30) No managerial autonomy1 (not before 2032-34) Total additional profit after tax BBVA’s hostile tender offer does not generate shareholder value, given timing of synergies and significant dis-synergies Revenue dis-synergies ignored 22 Run-rate synergy assumptions €M
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Source: Company information. 1 Based on broker consensus for Sabadell (ex-TSB) and BBVA included in the respective corporate websites. The comparison of earnings (2027E) assumes the reinvestment of the cash dividend from the sale of TSB received by Sabadell’s shareholders in additional Sabadell’s shares. 2 Calculated as €27bn (linear distribution for the next 3 years of the €36bn shareholder remuneration announced by BBVA for the next 4 years) + €6.3bn of Sabadell’s shareholder remuneration announced for the next 3 years, times 13.6% of Sabadell’s shareholders stake in the consolidated company, over €6.3bn of Sabadell’s shareholder remuneration. BBVA’s hostile tender offer destroys value for Sabadell’s shareholders -1% -3% under managerial autonomy Earnings per share1 (2027E) c.-30% Sabadell will deliver higher and earlier distributions Total Capital Distributions (2025-27E)2 23 The outcome of the combined entity is worse for Sabadell shareholders than Sabadell stand-alone
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Source: Company information and Capital IQ as of 10-September-2025. 1 Assuming Sabadell Shareholders would re-invest the €0.50 dividend received in 1Q26 in Sabadell shares with their corresponding EPS. 2 Based on analysts’ consensus for Sabadell (ex-TSB) and BBVA, included in the respective corporate websites. A realistic view of the hostile tender offer for Sabadell’s shareholders: an EPS dilutive offer EPS accretion for Sabadell’s shareholders1 24 BBVA is effectively not giving any value to the €0.50 dividend post-sale of TSB -19pp -4pp -3pp -2pp 25% -1% -3% BBVA Presented EPS Accretion EPS Impact from TSB dividend reinvestment Consistent approach: using consensus for both entities Banco Sabadell's views of Synergies and Dis-synergies EPS dilution under no managerial autonomy Impact on Synergies as long as managerial autonomy is kept EPS dilution under managerial autonomy 21
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5 BBVA’s hostile tender offer raises other concerns
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26 Source: Company information. Note(s): 1 Presented by BBVA as €0.70 dividends per BBVA share 2 For illustrative purposes, assumes cash component is used to cover capital gains tax charges. 3 Tax payment would be based on the rates on taxable savings income applicable from tax year 2025 onwards (from 19% to 30%, at their corresponding income brackets). The implied cash component offered by BBVA per Sabadell’s share is ~€0.13. Capital gain calculated as the difference between: (i) Sabadell’s implied share price based on BBVA’s share price of €16.15 (10th September 2025) and exchange ratio of 5.5483x and (ii) Sabadell’s share price of €0.35 (31st December 2020). Initial Offer terms (May 2024) Current Offer terms (September 2025) Exchange ratio 4.83x 5.5483x Cash component (per Sabadell share) €0 €0.131 Sabadell shareholders’ stake in combined entity 16.2% 13.6% Current hostile tender offer terms are worse than the initial proposal -16% lower stake for Sabadell shareholders2 26 BBVA’s hostile tender offer terms have been adjusted unfavourably for Sabadell’s shareholders Even more detrimental for retail shareholders based in Spain, given its tax inefficiency Tax inefficiency has been acknowledged by BBVA in the hostile tender offer documentation (Prospectus) An individual investor who acquired 1 share of Sabadell back in December 2020 will need to pay taxes equivalent to ~4-6x the cash component offered by BBVA3 Accepting the hostile offer will trigger a tax payment for any shareholders realising a capital gain based in Spain
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Almost unanimous opposition from political parties with representation in the Spanish Parliament (>95% of the seats) Employee’s associations and chamber of commerce Unions in Spain All relevant of the banking sector union representatives in Spain >70 entities requested to appear before the CNMC in the procedure Political parties Execution risks on BBVA’s future merger plans given the widespread opposition to the transaction 27 27
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28 BBVA’s option to waive the Minimum Acceptance Condition from 50% to 30% raises significant uncertainties 28 It reflects BBVA’s doubts about the attractiveness of the offer If BBVA were to waive this condition, a second mandatory tender offer would be required This potential second offer: • Would necessarily be in cash • Could potentially be at higher price than the current one • Would not be available to Sabadell shareholders who tendered their shares in the current offer The financing of this potential cash offer remains unclear BBVA might need to raise capital by issuing new shares, which would be dilutive for shareholders who accepted the current offer
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6 Closing remarks
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30 BBVA’s hostile tender offer fundamentally undervalues Sabadell and destroys value for its shareholders BBVA’s hostile tender offer is based on many unrealistic assumptions and poses significant execution risk The Board of Sabadell unanimously rejects BBVA’s hostile tender offer 30
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1 Chronology of the hostile tender offer 2 Valuation models Appendix
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Appendix 1 Chronology of the hostile tender offer 30-April-2024: BBVA submitted an unsolicited merger proposal to the Board of Directors of Sabadell The proposal included an all-share consideration with an exchange ratio of 1 BBVA share for every 4.83 Sabadell shares, subject to certain adjustments. Currently, the terms have been adjusted to an exchange ratio of 1 BBVA share and €0.70 cash for every 5.5483 Sabadell shares On 5-May-2024, the Chairman of BBVA communicated to the Chairman of Sabadell: “This situation absolutely prevents us from being able to pay more premium than we are already offering, because if we were to do so it is foreseeable that our value would fall again.” 06-May-2024: the Board of Directors of Sabadell rejected the merger proposal, on the basis that: The merger proposal significantly undervalued Sabadell’s project and its growth prospects as an independent entity Sabadell’s strategy as an independent institution would generate greater value for its shareholders The material volatility in the BBVA share price increased the uncertainty around the value of the proposal 09-May-2024: BBVA announced a hostile tender offer for Sabadell with the same terms of BBVA’s prior merger proposal. BBVA announced that it expected to complete the tender offer within 6-8 months (by October-December 2024) 12-November-2024: the Spanish Competition Authority (CNMC) extended its analysis to phase 2, aiming to review the hostile tender offer more thoroughly. The CNMC imposed a list of remedies related to branch closures and commercial terms for SMEs, among others 24-June-2025: the Spanish Council of Ministers imposed additional conditions as the final step of the competition review. The conditions prevent BBVA from merging and integrating Sabadell for 3-5 years 6-August-2025: Sabadell’s EGM approved the sale of TSB with 75% quorum and 100% acceptance 5-September-2025: the hostile tender offer was authorised by the CNMV, with the acceptance period commencing on 8-September-2025 32 32
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33 Source: FactSet as of 10-Sep-2025. Note(s): 1 Sabadell implied offer and current P/E multiples implied by BBVA’s hostile tender offer adjusted for Sabadell’s €0.50 extraordinary dividend per share from TSB’s sale. 2 Based on 2027e consensus estimates, considered peers include Caixabank, Bakinter and Unicaja. 3 Implied offer price of €3.04 based on BBVA’s stock price as of 10-September-2025 (€16.15), 5.5483x exchange ratio and €0.13 cash component, after adjusting for TSB extraordinary dividend of €0.5 per share. 4 Based on 2024 gross operating income, excluding TSB. 5 Based on Sabadell 2027E net profit guidance of >€1.6bn and 2027E net profit consensus of ~€1.6bn. Adj. P/E 2027E1 Multiples Sabadell’s peers P/E at ~24% premium vs. the implied offer price3 Sabadell’s domestic peers trade above the implied offer’s P/E ratio Spanish Peer 12 Spanish Peer 22Current SabadellImplied Offer P/E Based on Guidance5 Based on Consensus5 Spanish Peer 32 Based on Guidance5 Based on Consensus5 <8.0x 7.9x <9.0x 8.9x 10.1x 10.2x 10.3x Implied value per share: €3.04 €3.8 24% delta vs. Sabadell implied value Current share price: €3.4 Appendix 2 BBVA’s hostile tender offer value fundamentally undervalues Sabadell as a standalone entity and its future prospects (1/3) Spanish operations account for 96% of Sabadell gross operating income4 post TSB sale 33
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34 R² = 98.9% 0.80 x 1.00 x 1.20 x 1.40 x 1.60 x 1.80 x 2.00 x 2.20 x 8% 9% 10% 11% 12% 13% 14% 15% 16% 17% 18% P/TBV (latest) vs. RoTE 2027E – Spanish Domestic Peers1 Implied P/TBV based on Sabadell’s profitability outlook is above the implied offer price Appendix 2 BBVA’s hostile tender offer value fundamentally undervalues Sabadell as a standalone entity and its future prospects (2/3) Source: FactSet as of 10-Sep-2025. Note(s): 1 Includes CaixaBank, Unicaja, Bankinter. 2 P/TBV multiple implied by BBVA’s hostile tender offer and adjusted for TSB extraordinary dividend of €0.50 per share 3 Implied offer price of €3.04 based on BBVA’s stock price as of 10-September-2025 (€16.15), 5.5483x exchange ratio and €0.13 cash component, after adjusting for TSB extraordinary dividend of €0.50 per share. Sabadell’s regression valuation at ~37% premium vs. the implied offer3 Sabadell guidance P/TBV (Latest) RoTE 2027E 1.28 x 11.5% 16.0% Implied Offer2 1.84 x€4.2 Implied value per share: €3.043 34
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35 Appendix 2 BBVA’s hostile tender offer value fundamentally undervalues Sabadell as a standalone entity and its future prospects (3/3) Source: FacSet as of 10-September-2025. Note(s): 1 Implied offer price of €3.04 based on BBVA’s stock price as of 10-September-2025 (€16.15), 5.5483x exchange ratio and €0.13 cash component. Sabadell’s standalone fundamental valuation implies ~24-36% premium vs. the implied offer price1 Cost of Equity 10.0% 11.0% Implied P/TBV (ex-TSB) 1.75 x 1.56 x Implied Equity Value (€bn, ex-TSB) 17.4 15.5 TSB Sale Price at Closing (€bn) 3.4 3.4 Implied Group Equity Value (€bn) 20.8 18.9 Implied Value per Share (€) 4.1 3.8 Sabadell’s guidance RoTE ratio of 16% for 2027 Assuming Cost of Equity at 10-11% in line with analyst's median 2% perpetual growth rate consistent with analysts’ views Latest tangible book value of €10.0bn (pro-forma sale of TSB and extraordinary dividend of €0.50 per share) Cost of Equity sensitivity consistent with a Capital Asset Pricing Model methodology and with analysts’ consensus Gordon Growth Model equity value range Assumptions 35
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36 This presentation (the "Presentation") has been prepared and is issued by, and is the sole responsibility of, Banco de Sabadell, S.A. ("Sabadell" or "the Company"). For the purposes hereof, the Presentation shall mean and include the slides comprised in this document, any prospective oral presentations of such slides by the Company or its Representatives (as defined below), as well as any question-and-answer session that may follow such oral presentation and any document or informative materials distributed at, or in connection with, any of the above. The information contained in the Presentation does not purport to be comprehensive and has not been independently verified and some of the information is in summary form. No representation or warranty, express or implied, is made by Sabadell or any of its affiliates ( Sabadell Group), nor by their directors, officers, employees, representatives or agents (the “Representatives”) as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or opinions expressed herein. None of Sabadell nor any of its affiliates, nor their respective Representatives shall have any liability whatsoever (in negligence or otherwise) for any direct or indirect loss, damages, costs or prejudices whatsoever (including, but not limited to, consequential, reputational, loss of profits, punitive or moral) arising from the use of the Presentation or its contents or otherwise arising in connection with the Presentation, save with respect to any liability for fraud, and expressly disclaim any and all liability whether direct or indirect, express or implied, contractual, tortious, statutory or otherwise, in connection with the accuracy or completeness of the information or for any of the opinions contained herein or for any errors, omissions or inaccuracies that may be contained in the Presentation. Sabadell cautions that this Presentation contains forward-looking statements and estimates, forecasts, targets or projections with respect to the business, financial condition, results of operations, strategy, plans and objectives ofSabadell Group. While these forward-looking statements and estimates, forecasts, targets or projections represent Sabadell Group’s current judgment on future expectations concerning the development of its business, a certain number of risks, uncertainties and other important factors could cause actual results to differ materially from Sabadell Group expectations. These factors include, but are not limited to, (1) market situation, macroeconomic factors, governmental, political and regulatory trends; (2) movements in local and international securities markets, currency exchange rates and interest rates; (3) competitive pressures; (4) technical developments; (5) changes in the financial position or credit worthiness of Sabadell Group’s customers, obligors and counterparts; (6) developments related to the military conflict between Russia and Ukraine and (7) the voluntary tender offer over Sabadell shares launched by Banco Bilbao Vizcaya Argentaria, S.A. These and other risk factors published in Sabadell Group’s past and future reports and documents, including those filed with the Spanish Securities and Exchange Commission (“CNMV”) and available to the public both in Sabadell´s website (www.grupbancsabadell.com) and in the CNMV’s website (www.cnmv.es), as well as other risk factors currently unknown or not foreseeable, which may be beyond Sabadell's control, could adversely affect our business and financial performance and cause actual results to differ materially from those underlying the forward-looking statements and estimates, forecasts, targets or projections. Accordingly, undue reliance should not be placed on any forward-looking statement contained in this Presentation. The information contained in the Presentation, including but not limited to forward-looking statements and estimates or projections, is provided as of the date hereof (unless they are referred to a specific date) and does not claim to give any assurance as to future results. No person is under any obligation to update, complete, revise or keep current the information contained in the Presentation, whether as a result of new information, future events or results or otherwise. The information contained in the Presentation may be subject to change without notice and must not be relied upon for any purpose. This Presentation contains financial information derived from Sabadell Group’s unaudited financial statements for the first half of 2025. Financial information by business areas is presented according to International Financial Reporting Standards (IFRS) as well as internal Sabadell Group’s criteria as a result of which each division reflects the true nature of its business. These criteria do not follow any particular regulation and could include estimates and subjective valuations which could represent substantial differences in the information presented, should a different methodology be applied. In addition to the financial information prepared in accordance with the IFRS, this Presentation includes certain Alternative Performance Measures (“APMs”) as defined in the Commission Delegated Regulation (EU) 2019/979 of 14 March 2019 and in the Guidelines on Alternative Performance Measures issued by the European Securities and Markets Authority on 5 October 2015 (ESMA/2015/1415es). The APMs are performance measures that have been calculated using the financial information from Sabadell Group but that are not defined or detailed in the applicable financial information framework and therefore have neither been audited nor are capable of being completely audited. These APMs are been used to allow for a better understanding of the financial performance of the Sabadell Group but should be considered only as additional information and in no case as a replacement of the financial information prepared under IFRS. Moreover, the way the Sabadell Group defines and calculates these APMs may differ to the way these are calculated by other companies that use similar measures, and therefore they may not be comparable. Please refer to the quarterly financial report (https://www.grupbancsabadell.com/corp/en/shareholders-and-investors/economic-and-financial-information.html) for further details of the APMs used, including its definition and a reconciliation between any applicable management indicators and the financial data presented in the consolidated financial statements prepared under IFRS. 6 / 6 This number indicates the risk inherent to the product, with 1/6 indicating a lower risk and 6/6 a higher risk Risk indicator applicable to shares Disclaimer(I/II) 36
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37 Market and competitive position data in the Presentation have generally been obtained from industry publications and surveys or studies conducted by third-party sources. Peer firm information presented herein has been taken from peer firm public reports. There are limitations with respect to the availability, accuracy, completeness and comparability of such data. Sabadell has not independently verified such data and can provide no assurance of its accuracy or completeness. Certain statements in the Presentation regarding the market and competitive position data of Sabadell are based on the internal analyses of Sabadell, which involve certain assumptions and estimates. These internal analyses have not been verified by any independent source and there can be no assurance that the assumptions or estimates are accurate. Accordingly, no undue reliance should be placed on any of the industry, market or Sabadell’s competitive position data contained in the Presentation. The distribution of this Presentation in certain jurisdictions may be restricted by law. Recipients of this Presentation should inform themselves about and observe such restrictions. Sabadell Group and their Representatives disclaim any liability for the distribution of this Presentation by any of its recipients. Sabadell Group and their Representatives are not nor can they be held responsible for the use, valuations, opinions, expectations or decisions which might be adopted by third parties pursuant to the publication of this Presentation. No one should acquire or subscribe for, or sell or otherwise dispose of, any securities or financial instruments in the Company on the basis of this Presentation. This Presentation does not constitute or form part of, and should not be construed as, (i) an offer, solicitation or invitation to subscribe for, acquire, sell, issue, underwrite or otherwise acquire any securities or financial instruments, nor shall it, or the fact of its communication, form the basis of, or be relied upon in connection with, or act as any inducement to enter into any contract or commitment whatsoever with respect to any securities; or financial instruments or (ii) any form of financial opinion or investment or financial recommendation or advice with respect to any securities or financial instruments. Past performance is not indicative of future results. Investment in shares involves the risk of loss of equity invested. Information on Sabadell’s share price evolution includes a €0.06 increase on 30-April- 2024, following BBVA’s announcement of its unilateral merger proposal to Sabadell. Annual share price increase of Sabadell per year: 2021: 67%; 2022: 49%; 2023: 26%; 2024: 69%, 2025 YTD: 91%. The evolution of the price and profitability of Sabadell’s shares is subject to the risk of fluctuation for intrinsic factors of the issuer and its business and risks affecting the stock market generally, which may lead to scenarios of either capital gains or losses, including some where no dividends would be distributed. The expected distributions are subject to shareholder and, where applicable, supervisory approval. The last dividend contemplated in the 2025-2027 strategic plan would be distributed after the annual general meeting to be held in March/April 2028. All distributions are subject to the level of accomplishment of the 2025-2027 strategic plan. The Presentation discusses for purely indicative purposes the potential tax consequences, from a general perspective, for some categories of investors (natural persons resident for tax purposes in Spain and legal persons resident for tax purposes in Spain or non-resident persons with a permanent establishment in Spain) of tendering the shares of Sabadell to the offer, in the event that they make a capital gain. The Presentation does not discuss the tax consequences of tendering the shares of Sabadell to the offer for Sabadell’s shareholders who do not make a capital gain. This discussion does not take into account all possible tax considerations applicable to Sabadell’s shareholders (including potential reliefs or exemptions, as well as special rules potentially applicable, e.g. in the case of co-ownership). It is not intended to be, and cannot be interpreted as, any tax advice or a complete description of the taxation applicable to Sabadell’s shareholders who may decide to accept BBVA's bid, nor should it replace the tax advice that a Sabadell shareholder considering whether or not to accept BBVA's offer should seek. Such advice should have regard to such shareholder’s particular personal and tax circumstances. By receiving or accessing this Presentation you accept and agree to be bound by the foregoing terms, conditions and restrictions. 6 / 6 This number indicates the risk inherent to the product, with 1/6 indicating a lower risk and 6/6 a higher risk Risk indicator applicable to shares Disclaimer(II/II) 37