BBVA : Offer to Banco Sabadell Shareholders Presentation

Offer to Banco Sabadell Shareholders:

A Compelling Offer for a Powerful Combination

May 9th, 2024

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Disclaimer

This document is only provided for information purposes and is not intended to provide financial advice and, therefore, does not constitute, nor should it be interpreted as, an offer to sell or exchange or acquire, or an invitation for offers to acquire securities issued by any of the aforementioned companies. Any decision to purchase or invest in securities in relation to a specific matter must be made solely and exclusively on the basis of the information made available to such effects by the company in relation to each specific matter. The information contained in this document is subject to and should be read in conjunction with all other publicly available information of the company. No one who becomes aware of the information contained in this report should regard it as definitive, because it is subject to changes and modifications.

This document contains forward-looking statements that constitute or may constitute "forward-looking statements" (within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995) with respect to intentions, objectives, expectations or estimates of BBVA or of its management on the date thereof, that refer to or incorporate various assumptions and projections, including projections about the future earnings of the business.

The information contained in this document reflects our current projections, but the actual results may be substantially modified in the future by various risks and other factors that may cause the results or final decisions to differ from such intentions, projections or estimates. Forward-looking statements are not guarantees of future results, and actual results may differ materially from those anticipated in the forward-looking statements as a result of certain risks, uncertainties and other factors. These factors include, but are not limited to, (1) market conditions, macroeconomic factors, domestic and international stock market movements, exchange rates, inflation and interest rates; (2) regulatory and oversight factors, political and governmental guidelines, social and demographic factors; (3) changes in the financial condition, creditworthiness or solvency of our clients, debtors or counterparties, such as changes in default rates, as well as changes in consumer spending, savings and investment behavior, and changes in our credit ratings; (4) competitive pressures and actions we take in response thereto; and (5) performance of our IT, operations and control systems and our ability to adapt to technological changes.

These factors could cause or result in actual events differing from the information and intentions stated, projected or forecast in this document or in other past or future documents. BBVA does not intend, and undertakes no obligation, to update or revise the contents of this or any other document if there are any changes in the information contained therein, or including the forward-looking statements contained in any such document, as a result of events or circumstances after the date of such document or otherwise except as required by applicable law.

This document may contain summarized information or information that has not been audited, and its recipients are invited to consult the documentation and public information filed by BBVA with stock market supervisory bodies, in particular, the prospectuses and periodical information filed with the Spanish Securities Exchange Commission (CNMV) and the Annual Report on Form 20-F and information on Form 6-K that are filed with the US Securities and Exchange Commission.

Distribution of this document in other jurisdictions may be prohibited, and recipients into whose possession this document comes shall be solely responsible for informing themselves about, and observing any such restrictions. By accepting this document you agree to be bound by the foregoing restrictions.

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A Compelling Offer for a Powerful Combination

• Market consolidation: Strengthens BBVA's presence in its home market, creating significant value for all Shareholders

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Gaining local scale with reinforced market share Integrating a high quality franchise Combining very complementary businesses Capturing substantial synergies

• Exceptionally favorable premium for Banco Sabadell shareholders, with further value creation through 16% stake in the combined entity
• Positive financial impacts: c. 3.5% EPS accretion, c. 1% TBVpS, c. 20% ROIC, with limited capital impact (-30 bps)
• Successful BBVA track record in managing and optimizing similar integrations

• Creates value for all: Shareholders, Clients, Employees, Society

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BBVA: A High-Performing, Diversified Global Bank Pioneer in Innovation & Sustainability

BBVA's GLOBAL PRESENCE

2023

FINANCIAL HIGHLIGHTS

DECEMBER 2023

Net attributable profit 12M23	CET 1 FL
8,019 M€	12.67%

Countries	Employees	Active customers
>25	121,486	71.5 M

NAP

+26% vs. 2022

EPS

+32% vs. 2022

OUR PURPOSE

Total assets

776 BN€

Loan growth (constant €)

+7.6% vs. 2022

DIGITAL CAPABILITIES

DECEMBER 2023

To bring the

age of opportunity

to everyone

SUSTAINABLE BUSINESS

CUSTOMERS		DIGITAL SALES
Mobile customers		Units	PRV (1)
52.8 M	79%	63%

1. Product Relative Value as a proxy of lifetime economic representation of units sold.

TARGET

300 BN€

Between 2018 and 2025

Channeled 2018- DEC'23

206 BN€

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BBVA has Best-In-Class Franchises in Attractive Markets

LOAN MARKET SHARE				PROFITABILITY (2)
AS OF 2023 YE (%)				AS OF 2023 YE (%)
	RANKING (1)				RANKING (1)
SPAIN	#3	13.8%		SPAIN	#1	19.0%
MEXICO	#1	24.7%		MEXICO	#1	28.1%
TURKEY (3)	#2	18.3%		TURKEY (3)	#2	44.9%
PERU	#2	21.2%		PERU	#2	16.1%
COLOMBIA	#4	11.6%		COLOMBIA	#2	3.1%

1. Peer group in each country: Spain (SAN Spain, CABK, SAB, BKT); Mexico (Banamex; Banorte; SAN, Scotia; HSBC); Turkey (AkBank; IsBank; YPK); Colombia (Bancolombia; Aval; Davivienda); Perú (BCP; Scotia; Interbank). Profitability data as of December 2023 except for Colombia (November 2023) and Mexico (September 2023); (2) Return on Regulatory Capital Allocated (RORC) for Spain; ROE for the rest.; (3) Market share among private banks

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Outperforming Peers in Value Creation and Profitability

TBV + DIVIDENDS GROWTH	ROTE	EFFICIENCY
(PER SHARE, 2023, % YoY Var.)	(2023, %)		(2023, %)

+20.2%			53.4%
		17.0%
		41.7%
	+13.9%		12.4%

European Peer	European Peer	European Peer
Group average (1)	Group average (1)	Group average (1)

(1) European Peer Group: BNPP, CASA, SG, HSBC, LBG, BARC, ISP, UCG, ING, NDA, SAN, CABK, DB

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Unique Combination of Growth and Profitability

Peer 8

	Peer		Peer 3
		Peer 5
	11	Peer 10
	Peer		Peer 6	Peer 1
Peer		Peer 9	Peer 2
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Peer 4

Peer 7

PROFITABILITY

ROTE (2023)

European Peer Group: BARC, BNPP, CABK, CASA, DB, HSBC, ING, ISP, LBG, NDA, SAN, SG, UCG. Bubble size represents market capitalization

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Disciplined Capital Allocation driven by Shareholders' Value Creation

CAPITAL ALLOCATION: TOWARDS MARKETS WITH SCALE AND PROFITABLE FRANCHISES

Profitability	FOCUS ON MARKETS WITH
SCALE AND PROFITABILITY

SUCCESSFUL DIVESTMENTS

DIVESTMENTS

(2014-2024, BN€)

c.16 BN€

• BBVA USA
• CNCB (China)
• BBVA Chile
• BBVA Paraguay

Market share

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Attractive and Increasing Shareholders' Distributions

CASH DIVIDEND

(€ CTS/SHARE)

+28%

55

43

31

TOTAL SHAREHOLDERS'

DISTRIBUTIONS SINCE 2021

13.2 BN€

DISTRIBUTED

2021 2022 2023

7.8 BN€

Cash dividends

5.4 BN€

Share Buybacks

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Differential Market Recognition of our Strategy and Delivery

TOTAL SHAREHOLDER RETURN (TSR (1)) SINCE JANUARY 2019

(%)

+202%

+97%

EUROPEAN BANKS

+68%

SPANISH BANKS

01/01/19

08/05/24

(1) TSR includes the evolution of the share price + dividends

Note: European Banks: Stoxx Europe 600 Banks. Spanish Banks: BKT, CABK, SAB, SAN, UNI, weighted by market capitalization