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

/coste-fiscal/assets/images/indicador-riesgo-en.svg

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

01.

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

BBVA is offering 0,187 BBVA shares and 0,13 euros in cash for each Banco Sabadell share.

This cash component implies that the operation cannot be treated as a neutral share swap for tax purposes, but rather it must be treated fiscally as if one is selling Banco Sabadell shares and purchasing those of BBVA.1

Example for illustrative purposes of a Banco Sabadell shareholder who would 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 €2.871 and BBVA shares at €12.915 (closing price on 04/07/2025).

December 31, 2020
Swap date
Personal income tax: April to June 2026
December 31, 2020
10,000 shares 3,540€2
Maria, a Banco Sabadell shareholder, bought 10,000 shares on 31 December, 2020 for a total cost of €3,540 (price of €0.354/share)
Swap date
Her 10,000 Banco Sabadell shares are now worth 28,710€
On the swap date, Maria's shares have a market value of €28,710
Takeover bid consideration value 25,470€
1,870 BBVA shares: 24,151€ Cash: 1,319€
If Maria accepted BBVA's bid, she would receive 1,870 BBVA shares worth €24,151 and €1,319 in cash (total received: €25,470)
Personal income tax: April to June 2026
Tax cost between 5,166€
and 7,551€
Accepting the offer would generate a tax cost (taxes) for Maria between €5,166 and €7,551

Maria would have to declare this transaction in her next income tax return, paying a tax cost between €5,166 and €7,551. As she would only receive €1,319 in the swap, she would have to finance the tax payment with between €3,847 and €6,233 from her savings or by selling part of the BBVA shares.

Example for illustrative purposes of a Banco Sabadell shareholder who would not 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 €2.871 and BBVA shares at €12.915 (closing price on 04/07/2025).

October 26, 2010
Swap date
Personal income tax: April to June 2026
October 26, 2010
10,000 shares 35,030€2
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 28,710€
On the swap date, John’s shares have a market value of €28,710
Takeover bid consideration value 25,470€
1,870 BBVA shares: 24,151€ Cash: 1,319€
If John accepted BBVA's bid, he would receive 1,870 BBVA shares worth €24,151 and €1,319 in cash (total received: €25,470)
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

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.

02.

Here you can see an approximate calculation of the possible tax cost to you if you accept the bid
03.

Tax applicable to the transaction

If the shareholder accepts the takeover bid, the transaction is taxed as a sale of Banco Sabadell shares and a purchase of BBVA shares. Such taxation will depend on the type of taxpayer involved.3

Generally speaking, natural persons are taxed on a progressive savings scale (from 19% to 30%)4 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.

3. Personal Income Tax (IRPF) regulations, Corporate Income Tax (IS) regulations and Non-Resident Income Tax (IRNR) regulations, also considering the rules applicable to exchanges of goods or rights.

4. 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.