Important information Possible tax implications of accepting BBVA’s takeover bid

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Banco Sabadell wants its shareholders to make an informed decision regarding BBVA's bid. Hence, we inform you of the posible tax implications should you accept the bid.

01.

If you agree to the takeover bid you may have to pay tax, although it is a share swap

Updated offer: BBVA is offering 0.207 BBVA shares for each Banco Sabadell share.

If the final acceptance level of the takeover bid is between 30% and 50% of Banco Sabadell's voting rights (excluding treasury shares) and BBVA waives the Minimum Acceptance Condition (to reach more than 50% of the voting rights), the transaction would lose its tax-neutral status.1 In other words, shareholders resident in Spain who accept the bid would be taxed on their unrealised capital gains.

Such a waiver could occur after the acceptance period has expired, so that a shareholder who decides to take part in the takeover bid would do so without knowing the taxation applicable to the transaction and without the possibility of revoking his or her decision.

Example for illustrative purposes of a Banco Sabadell shareholder who may incur a tax cost (taxes) if they decided to accept the bid.

For illustrative purposes, let us assume that at the time of the swap the Banco Sabadell shares are trading at €3.245 and BBVA shares at €15.49 (closing price on 29/08/2025).

Dec 31, 2020
10,000 shares €3,5402
Maria, a Banco Sabadell shareholder, bought 10,000 shares on December 31, 2020 for a total cost of €3,540 (price of €0.354/share)
Swap date
Her 10,000 Banco Sabadell shares are now worth €32,450
On the swap date, Maria's shares have a market value of €32,450
Bid in consideration
2,067 BBVA shares Cash (peaks)3: €2.18
If Maria accepted BBVA's bid, she would receive 2,067 BBVA shares and €2.18 in cash (peaks)3
Personal income tax: April to June 2026
If final acceptance between 30/50%

and BBVA waived the minimum acceptance condition of >50%

Accepting the offer would generate for María a tax cost between €5,951 and €8,673

If final acceptance >50%

Accepting the offer would be tax neutral for María deferral4

In the event of final acceptance between 30% and 50%, and if BBVA waives the minimum acceptance condition of >50%, Maria would have to declare this transaction in her next personal income tax return, paying a tax cost between €5,951 and €8,673.

Example for illustrative purposes of a Banco Sabadell shareholder who would not incur a tax cost (taxes) if they decided to accept the bid, regardless of the final acceptance percentage of the offer.

For illustrative purposes, let us assume that at the time of the swap the Banco Sabadell shares are trading at €3.245 and BBVA shares at €15.49 (closing price on 29/08/2025).

October 26, 2010
Swap date
Personal income tax: April to June 2026
October 26, 2010
10,000 shares €35,0302
John, a Banco Sabadell shareholder, bought 10,000 shares on October 26, 2010 for a total cost of €35,030 (at a price of €3.503 per share)
Swap date
His 10,000 Banco Sabadell shares are now worth €32,450
On the swap date, John’s shares have a market value of €32,450
Bid in consideration
2,067 BBVA shares Cash (peaks)3: €2.18
If John accepted BBVA's bid, he would receive 2,067 BBVA shares and €2.18 in cash (peaks)3
Personal income tax: April to June 2026
Transaction with no tax cost
Accepting the offer would not generate a tax cost (taxes) for John, as the transaction would result in a loss

In the event of final acceptance between 30% and 50%, and if BBVA waives the minimum acceptance condition of >50%, John would have to declare this transaction in his next tax return, with no tax cost.

1. Article 76.5 of Law 27/2024 of 27 November, on Corporate Income Tax.

2. For this example, the purchase price is assumed to equal the tax acquisition value.

3. Cash amount corresponding to the BBVA share fraction not delivered to Banco Sabadell shareholders, in accordance with the exchange ratio applicable to their surplus Banco Sabadell shares.

4. The recognition of capital gains or losses is deferred until the moment the BBVA shares received in exchange are transferred.

02.

Here you can see an approximate calculation of the possible tax cost to you if you accept the bid5

5. The fiscal cost would apply in the scenario where the acceptance of the offer was between 30/50% and BBVA waived the minimum acceptance condition >50%.

03.

Tax applicable to the transaction

If you accept the takeover bid and it is not tax neutral, the taxation of the transaction will depend on the type of taxpayer involved.6

Generally speaking, natural persons are taxed on a progressive savings scale (from 19% to 30%)7 whereas legal persons are taxed at the applicable rate according to Corporate Income Tax rules.

We recommend requesting guidance from your tax advisor before filing your next tax return.
You can view the prospectus of the offer at the following link: https://bancsabadell.com/folleto

6. The fiscal cost would apply in the scenario where the acceptance of the offer was between 30/50% and BBVA waived the minimum acceptance condition >50%.

7. Scale from 20% to 25% for Alava, Bizkaia and Gipuzkoa. Scale from 20% to 28% for Navarre.

It should be noted that this tool is intended to provide an estimate of the tax cost of the bid made by BBVA for Banco Sabadell shares without taking into account all possible tax considerations applicable to shareholders (including potential reliefs or exemptions). It is not intended to be and cannot be interpreted as advice or a complete description of the taxation applicable to Banco Sabadell shareholders who decide to accept BBVA's bid, nor should it replace the advice on tax law that each Banco Sabadell shareholder must receive in the event that they decide to accept BBVA's bid. This advice must be applied in accordance with your particular personal and tax circumstances, which could involve the application of different special rules (for example, in the case of co-ownership) from those envisaged for the purposes of the tool. The tool describes for purely indicative purposes the potential tax consequences, in general, 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). The tool also does not provide for the tax effect that this transaction would have on Banco Sabadell shareholders who participate in BBVA's bid and who make a capital loss, and who logically would not incur a tax cost for this transaction.