• “Banco Sabadell is a strong and profitable bank with a clear strategy to continue to deliver sustainable and high returns to shareholders over the long-term.”
  • “Sabadell is committed to continuing to support its customers, the SMEs and families which it serves each day, its colleagues around the country, and broader Spanish society as a whole.”
  • “If Sabadell shareholders ultimately decide to support the continuity of the bank as an independent entity, they will have contributed to the common good of this country”
  • “BBVA’s acquisition of Banco Sabadell presents significant execution risks to shareholders.”
  • González-Bueno: “Banco Sabadell is a strong business with excellent momentum. We are delivering our strategy and there is more to play for”; “Our strong performance and profitability is sustainable and we have a clear plan to accelerate that further.”
  • In 2024, total cash dividends amounted to 20.44 cents per share, equivalent to 11% of the share price at the end of last year, the highest dividend yield on the IBEX 35.
  • Shareholders continue to support Sabadell’s management team and Board, supporting the resolutions to re-elect CEO, César González-Bueno and independent director Manuel Valls, and the new appointments of Gloria Hernández and Margarita Salvans as independent directors.

March 20, 2025

During his speech today at The AGM, held in the city of Sabadell, the chairman of Banco Sabadell Josep Oliu affirmed that the bank has a strong future and that “it will generate more value for shareholders of Banco Sabadell as a stand-alone entity“.

“Banco Sabadell is a strong and profitable bank with a clear strategy to continue to deliver sustainable and high returns to shareholders over the long-term” said the chairman. He also highlighted that “Sabadell is committed to continuing to support its customers, the SMEs and families which it serves each day, its colleagues around the country, and broader Spanish society as a whole” and that the bank has “great value generation capabilities” and “plays a unique role in the life of companies in Spain“. 

He also highlighted that “it is a fundamental element of Catalonia’s institutional set-up and one of the mainstays of the financial systems of Catalonia, the Valencian Community, the Region of Murcia, Asturias, Galicia, the Basque Country, and the rest of the regions of Spain“. 

For all these reasons, the chairman assured shareholders that, if they decide to support the bank’s future as a standalone entity, “they will have contributed to the common good of this country“.

Execution risks 

To make this decision, shareholders will have to assess whether the transaction will create value for customers, have the support of the bank’s employees, generate positive synergies, and deliver on the value that has been promised, said Oliu, who considered on this last point that the transaction proposed by BBVA “presents significant execution risks“.

Among them, he mentioned the doubts that exist regarding the materialization of the synergies announced by BBVA, especially due to the doubts about whether the merger of the two entities would take place if the takeover bid goes ahead. If they do not materialize, the synergies that would be achieved would be “smaller than those announced and much more difficult to realize“, and even if they do materialize, “they would be negatively impacted by the new tax on banks“, he said.

Secondly, he continued, “the potential transaction entails serious competition problems and the likely demand for remedies [by the CNMC], which will have to be assessed to see how they impact the value of the hypothetical resulting bank“.

Thirdly, “the unfavourable perceptions of customers, evidenced by the 80 appearances of various entities and associations before the CNMC, could lead to the significant loss of customers if the takeover bid is successful. This means losses of business and value for the shareholder, which effectively means negative revenue synergies.” 

“Fourthly, the prospect of dividends and capital generation for its shareholders offered by Banco Sabadell’s standalone strategy will hardly be matched or surpassed by BBVA’s offer,” said the Chairman, who highlighted that Banco Sabadell delivered the highest cash dividend yield of the IBEX 35 companies in 2024. 

“A very different value proposition would be needed from the one that the Board rejected, to compensate for all the risks and difficulties that this transaction poses,” Oliu stressed, before adding that “both BBVA’s existing strategy and that of Banco Sabadell generate value and contribute to a healthy and competitive financing market provided by the Spanish banking system. For both, the execution and performance risk of following their strategies separately is relatively small.”

Therefore, he stressed, “I cannot see how the union of both entities can be more capable of maintaining and enhancing the cultural identity of each, as well as producing greater value to their customers and shareholders, than by keeping their activity separate. The union of both entities today would result in the loss of Banco Sabadell’s corporate identity, which is one of the fundamental elements of its competitive advantage“.

The Board will give its opinion on the takeover bid in due course

In any case, he explained the Board of Directors will analyse the prospectus of the takeover bid in due course and will issue its opinion on it, once the conditions involved are known and the resulting transaction can be assessed against the bank’s prospects as an independent bank. Part of this analysis will include considering the risks and limitations of the potential transaction in the event of decisions made by the anti-trust regulator, the CNMC and the Government of Spain would negatively impact the bank and its future prospects.

“We still don’t know these conditions. We only know that the premium today is negative. In other words, if they were to exchange Banco Sabadell shares for BBVA shares today, the value obtained would be lower than what they currently have,” Oliu told shareholders, before adding: “The Board’s position is the same as that expressed when the merger proposal was presented in terms similar to those in which the takeover bid is proposed today, as there has been no evolution beyond the adaptation derived from the dividends paid by both parties“.

“What I can assure you, regardless of the judgment that we and you deserve of the benefits and risks of BBVA’s proposed transaction, is that Banco Sabadell’s  position as an independent and leading bank in the Spanish context for large companies, SMEs, the self-employed, start-ups, family businesses and families or individuals in general,  is a proposition with great capacity to create value, precisely because of the rich history, and deep relationships that our colleagues share with the society they serve,” he continued.

The standalone strategy is creating more value for shareholders

The executive chairman explained that, on May 6, the Board of Directors rejected BBVA’s merger negotiation proposal because “the offer was not sufficient to be considered attractive and was not in cash, but in shares, and, therefore, of uncertain value.” “The Board considered that the bank’s potential for appreciation and remuneration led to a clearly higher value,” he added. 

“The bank’s standalone strategy has full validity and future prospects, which will generate a better offer to our customers and, therefore, a greater creation of value for the bank’s shareholders, led by a team committed  to its delivery,” said the chairman, who added that “after more than ten months of processing, the reality is that the price obtained by the bank is substantially higher than the value offered at the time by BBVA”. 

During the 2024 financial year, the bank’s share price rose by 79%, while in the last five years it has risen by 718% and 837% since the new management team joined at the end of 2020.

The chairman of Banco Sabadell explained that the stock continues to have upside potential. On the one hand, due to the multiples higher than those quoted by the bank’s competitors in Spain (“levels towards which we expect to continue advancing“) and, on the other hand, analyst forecasts, some of whom already have a target price in the vicinity of or above 3 euros per share in their analyses.

“Over the last four years, Banco Sabadell has grown on the basis of a healthy balance sheet and a business model capable of offering sustainable and very attractive profitability, with a solvency that is higher than that of our major competitors,” said the Chairman.

The solid position in which the bank currently finds itself has been achieved “thanks to the effort and tenacity of our management team and all employees, while favourable macroeconomic circumstances have arisen, as a result of the end of the period of negative interest rates“, he continued. 

“Banco Sabadell’s mission is to help companies turn their dreams into business realities that create value for themselves and for society as a whole,” said the chairman, who explained that “it is not our objective to allocate the savings we manage of our customers to compete with the large European and American banks,  but to make them available to businesses“, mostly in Spain. “This is our main focus and where the bank’s capacity to create value for the shareholder finds its greatest support“. 

High shareholder remuneration

One of the points on which Oliu placed the most emphasis during his speech was Banco Sabadell’s shareholder remuneration policy, which is differentiated from its banking peers. Sabadell is the company “that offered the highest announced cash dividend yield in 2024 of any Spanish listed banks and IBEX 35 companies and analysts’ earnings forecasts outline an expectation of sustained shareholder remuneration in the coming years“.

The Shareholders’ Meeting today approved the payment of a cash dividend of 12.44 cents per share on 28 March, in addition to the 8 cents already received on account in October. Therefore, the bank will pay in cash in the year a total of 20.44 cents per share, equivalent to 1,100 million euros, triple the previous year and 11% of the closing price of 2024.

In addition, it approved the resumption of share buybacks for the 2023 financial year, for an amount of €247 million, and the establishment of an additional buyback programme, for an amount of €755 million, under the commitment to return to shareholders excess capital above the 13% CET1 target.

Against 2025 results, the bank plans to pay a total cash amount per share that will be equal to or greater than that paid against 2024. It also plans to carry out share buyback programs to distribute capital that exceeds 13%. 

Profitability and sustainable capital generation

CEO, César González-Bueno, stressed that Banco Sabadell achieved record profits last year (€1,827 million), placed profitability at 14.9% in ROTE terms and generated 85 basis points of capital. “ “Our strong performance and profitability is sustainable and we have a clear plan to accelerate that further” said the bank’s CEO, who also highlighted the bank’s strong capacity to continue generating sustainable returns. 

The executive recalled that the bank has beaten earnings expectations year after year, regaining market confidence and maintaining a positive performance in the stock market. “Banco Sabadell is a strong business with excellent momentum. We are delivering our strategy and there is more to play for” said González-Bueno, after stressing “that we are the only Spanish bank without recommendations to sell from analysts.”

The bank’s CEO specified that the Group has very low exposure to volatile emerging markets, which is shown by the fact that 97% of profit “comes from stable and predictable markets that offer high visibility and predictability on future earnings“, such as Spain and the United Kingdom.

This capacity to generate sustainable profits is based, according to the CEO, “on the fact that we have an excellent franchise for companies and SMEs“. Thus, one in two Spanish SMEs are Banco Sabadell customers, while one in five POS terminals in Spain are from the bank and 30% of the documentary export credits have been managed by the bank.

In retail banking, Banco Sabadell has focused in recent years on offering a better response to the changing needs of customers, building new capacities such as direct banking and retail banking, with which this business segment is ready to take a leap in growth. In addition, in Private Banking, Sabadell has a differential value proposition with more than 500 bankers.

González-Bueno highlighted the good performance of TSB in the United Kingdom, which closed last year with a record contribution to the Group worth €253 million, while for this year the forecast is that profit will grow by double digits and that in 2026 it will continue to improve.

Shareholder support for management

The Shareholders’ Meeting had a quorum of 70% and during the course of the meeting all the proposed items on the agenda were approved, such as support for the management of the entity’s management team during the past year.

Shareholders have also supported the reactivation of the share buyback programme for an amount of €247 million and a new share buyback programme for the bank worth €755 million. In addition, the application of the distribution of a final dividend of 0.1244 euros per share for the 2024 financial year has been approved.

The Meeting also approved the re-election of César González-Bueno as CEO of the entity, and Manuel Valls as independent director of Banco Sabadell. In addition, the green light has been given to the appointment of Gloria Hernández and Margarita Salvans as independent directors of the bank.