SEC Form 425 filed by Banco Bilbao Vizcaya Argentaria S.A.

Among the remedies, one that stands out is the commitment to not close branches where there is no other branch within 300 meters; in postal codes with a per capita income below €10,000; where there are fewer than three competitors; or in municipalities with fewer than 5,000 residents.

The remedy to maintain the commercial terms and conditions for retail customers, the self-employed and SMEs in postal codes with fewer than four competitors also stands out.

Furthermore, BBVA will create an account for vulnerable customers from both Banco Sabadell and BBVA, with no fees and a free debit card, among other conditions.

As for SMEs and the self-employed, in addition to not closing any of the Banco Sabadell branches specializing in businesses, BBVA has also committed to maintain working capital credit lines for three years (extendable by two more years, should the CNMC decide to do so) for all SMEs banking with Banco Sabadell and the credit lines and goods import-export facilities for all Sabadell self-employed customers. Moreover, BBVA commits to maintain the total credit volume for SMEs whose aggregated CIRBE¹ credit exposure with BBVA and Banco Sabadell is at least 85%. In the Autonomous Communities where the share of the resulting entity’s SME lending segment will be higher (Catalonia and the Balearic Islands), this remedy will apply to SMEs whose aggregated CIRBE5 credit exposure is at least 50%.

In addition, for SMEs and the self-employed in postal codes where there are fewer than four competitors, prices of the new credit flow will not exceed the average price applied at national level.

Central de Información de Riesgos del Banco de España.

As for the acquiring services market (POS), BBVA has committed to maintain the terms of acquiring services contracted by SMEs and self-employed customers with either BBVA and/or Banco Sabadell.

Not closing branches where there is no other nearby branch (BBVA or Sabadell) within a radius of at least 300 meters [Remedy 4.3].

Not closing offices in those postal codes with a per capita income of less than €10,000 (205 postal codes) [Remedy 4.4].

Not leaving behind any municipality (nor substituting via an agent, a mobile bank or other means) in which there are fewer than three competitors (49) [Remedy 4.1].

Customers in these municipalities will be offered the “Correos Cash” service, with two free weekly transactions under €2,500 each [Remedy 4.8].

Not closing branches in municipalities with fewer than 5,000 inhabitants where at least one of Banco Sabadell or BBVA operates (140 municipalities) [Remedy 4.5].

Not closing the offices of Banco Sabadell specializing in businesses in all of Spain [Remedy 4.6].

Maintaining teller services with the same business hours at all BBVA and Banco Sabadell branches [Remedy 4.7].

Creating an account for vulnerable customers, with no opening, administration and maintenance fees; a free debit card and free, unlimited domestic transfers through digital channels, and no fees in currency transfers, among other terms and conditions [Remedy 2].

Not closing off-premises ATMs in postal codes where there is only one or no other competitor (currently 11 BBVA off-premises ATMs, to which Banco Sabadell off-premises ATMs will be added) [Remedy 4.10].

Maintaining access to Banco Sabadell’s ATM network for all customers of the entities belonging to the Euro 6000 and Cardtronics networks for a period of 18 months, on the same terms they had with Banco Sabadell [Remedy 6.1].

Maintaining Banco Sabadell’s current fees policy for ATM withdrawals using cards issued by other banks, for 18 months or until the merger is completed [Remedy 6.2].

Maintaining the working capital credit lines (financing with a term of one year or less), including those intended for imports and exports of goods, contracted by all SMEs with Banco Sabadell [Remedy 8.1].

Maintaining the credit lines and goods import-export facilities with a term of one year or less contracted by all self-employed individuals with Banco Sabadell [Remedy 8.1].

Maintaining the total credit volume for SMEs whose aggregated CIRBE³ credit exposure with BBVA and Banco Sabadell is at least 85% [Remedy 8.2].

In those Autonomous Communities where the resulting entity’s market share in the SME segment exceeds 30 percent with an addition greater than 10 percent (in this case, Catalonia and the Balearic Islands), maintaining the total credit volume for SMEs whose aggregated CIRBE7 credit exposure with BBVA and Banco Sabadell is at least 50% [Remedy 8.2].

The CNMC will assess the effectiveness of these measures after three years and decide whether to extend them for another two [Remedy 14.7].

Maintaining the commercial terms and conditions in postal codes with fewer than four financial institutions (174 postal codes) [Remedy 5.1].

Furthermore, for SMEs and the self-employed in these postal codes, new loan prices will not exceed the national average for each rating level and financing product that is granted (174 postal codes) [Remedy 5.4].

Maintaining the terms of acquiring services (POS⁴) contracted by SMEs and self-employed customers with BBVA and/or Banco Sabadell [Remedy 9].

Point of sale terminals.

Definitions

Closing of the Proposed Transaction: the transfer to BBVA of the Banco Sabadell shares tendered in the public takeover bid, including all rights inherent to such shares, on the settlement date of said offer, which shall take place after the announcement of the bid result.

Commitments: the obligations assumed by BBVA in this document, conditional upon the Closing of the Proposed Transaction.

Competition Directorate: the Competition Directorate of the Spanish Competition and Market Commission (CNMC).

Merger: a corporate restructuring transaction whereby Banco Sabadell is absorbed and integrated into BBVA, transferring all of Banco Sabadell’s assets and liabilities to BBVA in a single block, resulting in Banco Sabadell’s dissolution.

Parties: jointly, BBVA and Banco Sabadell.

SME: an incorporated company operating in Spain that meets the requirements set forth in Annex I of Regulation (EU) No. 651/2014, namely: a commercial company employing less than 250 persons and having either an annual turnover not exceeding EUR 50 million or an annual balance sheet total not exceeding EUR 43 million.

Resolution: the Resolution issued by the Competition Chamber of the CNMC Board authorizing the Proposed Transaction in the second phase of the merger control procedure, once it becomes effective and enforceable pursuant to Article 58 of the LDC.

Acquisition of Control: the moment when BBVA appoints a number of members to Banco Sabadell’s Board of Directors corresponding to its acquired majority interest, once the Closing of the Proposed Transaction has taken place.

Commitment in relation to Vulnerable Clients

Further to the Acquisition of Control has occurred, the Parties shall identify their respective clients in Spain for whom sufficient information is available to confirm that they meet the eligibility conditions set forth in section 2.2 (the “Vulnerable Clients”), and shall inform them of the possibility of benefiting from a new product (the “Account for Vulnerable Clients”), as described in section 2.4. For other clients in Spain for whom such information is not available, the Parties shall inform their respective clients of the possibility of contracting this product through their respective websites, email and/or mobile applications, as well as through non-digital means by providing visible information at branches and/or by postal mail, depending on the information available to the Parties regarding said clients.

For the purposes of this commitment, Vulnerable Clients shall be understood to be those who meet the following cumulative eligibility conditions:

Be a natural person of legal age.

Be a client of Banco Sabadell and/or BBVA.

Receive: (i) a minimum living income; (ii) unemployment benefits as the sole family income, in an amount lower than EUR 400 per month for two consecutive months; or (iii) a pension as the sole family income, in an amount lower than EUR 600 per month for two consecutive months.

Meet the following income and average balance requirements: (i) the sum of the monthly income deposited into the account must be between EUR 5 and EUR 600; and (ii) the average balance of the account holders’ savings must not exceed EUR 2,000.

During the term of this commitment, BBVA shall maintain for the Vulnerable Clients the conditions of the Account for Vulnerable Clients as set forth in section 2.4 below.

The conditions of the Account for Vulnerable Clients shall include:

Opening of a first account with no administration or maintenance fees for the entire term of the contract.

Opening of a second account with no administration or maintenance fees.

A free debit card.

Unlimited number of payment transactions.

Free and unlimited domestic transfer operations through digital channels.

Waiver of fees for cheque deposits.

Free issuance of bank cheques.

Free cash withdrawals at branch counters.

Free use of the “Correos Cash¹” service, up to a maximum of two operations per week, each for an amount under EUR 2,500.

Waiver of fees for currency transfer.

Further information about the service is available through the following link.

Commitment regarding communications to clients

When BBVA decides to unify Banco Sabadell’s commercial offering with its own following the Merger, BBVA shall inform the clients originating from Banco Sabadell, prior to its implementation and in a transparent manner, of any changes in the terms and conditions that may apply to the products and services affecting them. In particular, BBVA shall inform the clients originating from Banco Sabadell, prior to the implementation of the changes, of the following:

The new fees applicable as a result of any modification to a product or service derived from the unification of the commercial offerings, together with the relevant information regarding the fees applied prior to such change.

The effective date of such modification, which shall not be less than 90 days — in the case of individual clients (consumers and self-employed) — and 60 days — in the case of all other clients — from the date of the communication.

The BBVA products for which they meet the established eligibility criteria and which are comparable to, or better than, the products they had contracted with Banco Sabadell.

The client’s rights in the event of a change in conditions.

The client’s freedom to switch to another financial entity.

In relation to the communications referred to in section 3.1 above, BBVA shall submit a draft of the communication to the CNMC in advance for its approval, and the CNMC shall confirm its decision to BBVA within 10 business days from the receipt of the draft.

This commitment shall apply to all client communications referred to in section 3.1 above, regardless of the means by which they are made, including those communications carried out by electronic means.

The commitment shall not apply in the following circumstances:

Institutional or advertising campaigns that BBVA carries out broadly to the public or to a segment thereof.

Bilateral and individualized communications between clients and BBVA, provided that they in any case comply with the obligations set forth in this commitment.

Communications from BBVA directed at large companies. For these purposes, large companies shall be understood as those that exceed the thresholds to be considered SMEs.

Following the Acquisition of Control, each Party shall inform its clients, through its respective corporate websites, of the availability of the commercial offering terms of the other Party. To this end, BBVA shall submit a draft of the communication to be published on the corporate websites to the CNMC sufficiently in advance for its approval, and the CNMC shall confirm its decision to BBVA within 10 business days from the receipt of the draft.

Commitment to preserve physical presence in certain territories

BBVA undertakes not to discontinue its branch presence (nor replace it with an agent, mobile branch, or ATM) in any of the municipalities listed in Annex 1 where, as a result of the Proposed Transaction, the resulting entity is present and there is only one competing branch. This commitment shall also apply to the eight municipalities identified in Annex 1 where one of the Parties is currently present and no competing branches exist.

For the purposes of section 4.1 above, it shall be understood that:

The Parties are currently present in those municipalities where they operate a bank branch open to the public on the date of notification of the Resolution.

BBVA shall be deemed to have abandoned a municipality if it closes all its bank branches therein as a consequence of the Proposed Transaction. For clarification purposes, the closure of one branch shall not constitute a breach of this commitment in municipalities where two or more branches of the Parties exist on the date on which the CNMC notifies BBVA of the Resolution.

BBVA undertakes not to close Banco Sabadell or BBVA branches where there is no other branch of either Party located within a distance of less than 300 meters.

BBVA undertakes not to close any Banco Sabadell or BBVA branches located in postal codes where the net per capita income is below EUR 10,000 as of the date of notification of the Resolution, as listed in Annex 2.

BBVA undertakes not to close any branches of the Parties in municipalities with fewer than 5,000 inhabitants where at least one of the Parties is present, as listed in Annex 3.

BBVA undertakes not to close any of the corporate clients branches currently operated by Banco Sabadell and to maintain specialized relationship managers in those branches to advise this type of clients

In those branches of the Parties that are maintained and that offer cashier services, BBVA undertakes to maintain such services during the same operating hours.

BBVA undertakes to offer clients holding accounts contracted at branches located in the municipalities identified in Annex 1 the “Correos Cash” service free of charge, up to a maximum of two transactions per week, each for an amount less than EUR 2,500.

In the event of any change in the circumstances considered for the inclusion of the municipalities and postal codes in Annexes 1, 2, and 3 that would require their modification, BBVA shall submit a prior request to the Competition Directorate.

BBVA undertakes not to close any of the eleven off-premises ATMs identified in Annex 4 that are located in postal codes where there is also a physical Banco Sabadell branch and where only one additional competitor or none is present. Since these ATMs belong to the agent network, this commitment is conditional upon the non-termination of the contractual relationship with the respective agents for a justified cause arising from the agent’s breach of the agreement or from the agent’s decision to terminate the relationship without BBVA being able to find a replacement. Furthermore, once it has access to the relevant information following the Closing of the Proposed Transaction, BBVA undertakes to include within the scope of this commitment any potential off-premises ATMs of Banco Sabadell located in postal codes where there is a BBVA physical branch and only one additional competitor or none is present.

Commitment regarding the commercial conditions offered in postal codes with high concentration of branches operated by the Parties

With respect to natural persons, self-employed, and SMEs who, as of the date of notification of the Resolution (for BBVA clients) and as of the date of the Acquisition of Control (for Banco Sabadell clients), are clients of the branches of the Parties located in the postal codes listed in Annex 5 where, as a result of the Proposed Transaction, only the Parties or at most two competitors in addition to the Parties are present, BBVA undertakes not to modify the terms and conditions of the products and services² already contracted by these clients (whether from BBVA or Banco Sabadell) under the following terms:

For fixed-term products and services, the terms and conditions shall not be modified during the term of the corresponding contract.

For indefinite-term products and services, during the term of this commitment, the terms and conditions in force as of the date of notification of the Resolution (including those contracted thereafter, during the term of the commitment) shall not be modified. If, during the term of this commitment, either of the Parties offers more favorable conditions to clients, such more favorable conditions shall be offered to the clients covered by this commitment either by email or by postal mail, depending on the information available to the Parties regarding such clients.

With respect to clients (natural persons, self-employed, and SMEs) of the branches of the Parties located in the postal codes listed in Annex 5, BBVA undertakes not to charge fees for carrying out a transaction at the branch counter when such transaction would have been free of charge under the conditions offered by BBVA or Banco Sabadell as of the date of notification of the Resolution.

BBVA undertakes to continue maintaining a single national commercial policy for products and pricing for the SME segment.

Commitment 5 does not apply to acquiring services, as these are subject to the specific commitment set out in section 9.

With respect to the new credit flow granted to SMEs and self-employed who are clients of the branches of the Parties located in the postal codes listed in Annex 5, including pre-existing clients, BBVA undertakes not to apply a price exceeding the average price applied by BBVA nationwide for each rating level and financing product. For these purposes, the calculation of the average price shall be made by reference to the prices applied by BBVA nationwide during the previous month for each relevant financing product and rating level, which shall subsequently be used as the maximum reference to ensure compliance with the commitment. Furthermore, for the purposes of this commitment, new credit flow shall mean credit granted from: (i) the date of notification of the Resolution, in the case of BBVA clients; and (ii) the Acquisition of Control, in the case of Banco Sabadell clients.

Commitment regarding transitional access to ATMs

Regarding Banco Sabadell’s agreements with the entities affiliated with the EURO 6000³ network and with Cardtronics on ATM access, BBVA undertakes that, if such agreements are terminated, it will offer clients of those entities access to the ATMs that were owned by Banco Sabadell prior to the Proposed Transaction under the same financial terms set forth in the aforementioned agreements, for a period of eighteen months from the effective date of communication of the termination of the relevant agreement or, in any event, until the Merger. Should the Merger take place before the end of the eighteen-month period, BBVA undertakes to negotiate a new agreement with these entities under the same terms and conditions for the remaining period up to eighteen months.

Regarding the entities with which Banco Sabadell does not have ATM access agreements, and subject to the Acquisition of Control, BBVA undertakes not to modify the fee policy currently applied by Banco Sabadell for cash withdrawals made with cards issued by third parties for a period of eighteen months or, in any event, until the Merger.

Commitment regarding the divestment of excess statutory shareholdings in payment management companies

Redsys Servicios de Procesamiento, S.L., with a shareholding cap of 24.9%, requiring BBVA to divest 9.91%.

Sistema de Tarjetas y Medios de Pago, S.A., with a shareholding cap of 25%, requiring BBVA to divest 6.27%.

Sociedad de Procedimientos de Pago, S.L. (Bizum), with a shareholding cap of 24%, requiring BBVA to divest 6.06%.

Sociedad Española de Medios de Pago, S.A. (ServiRed): BBVA currently holds a 28.71% shareholding and undertakes to divest the excess (indirect) shareholding in ServiRed resulting from the Proposed Transaction down to this cap.

If BBVA is unable to carry out the divestment under the terms set forth in the bylaws and the shareholders’ agreements, and for so long as such divestment has not taken place, if ultimately possible, BBVA undertakes not to exercise, under any circumstances, the voting rights attached to the portion of its shareholding derived from Banco Sabadell that exceeds the aforementioned ownership thresholds.

BBVA undertakes not to vote in favor of any amendment to the bylaws of the aforementioned companies that may be proposed with the aim of increasing the majority requirements for the approval of resolutions, in order to obtain veto rights that could grant negative control, for a period of three years from the date of the Acquisition of Control.

Commitment on maintain credit facilities

BBVA undertakes to maintain the working capital credit lines (including those intended for the import and export of goods) contracted by SMEs with Banco Sabadell as of the date of the Acquisition of Control. For these purposes, working capital credit lines shall be understood as financing products offered to SMEs to meet their short-term liquidity needs, that is, for a term of one year or less. BBVA undertakes to maintain the credit lines and the lines intended for the import and export of goods, with a term of one year or less, contracted by self-employed clients of Banco Sabadell as of the date of the Acquisition of Control.

As from the Change of Control, BBVA undertakes to maintain the credit volume granted to SME clients whose CIRBE⁴ exposure is at least 85% concentrated with BBVA and/or Banco Sabadell.

The commitments set out in sections 8.1 and 8.2 are subject to the Acquisition of Control and shall apply unless: (i) compliance would result in a breach of the applicable regulations for Spanish banking institutions on the prevention of money laundering or international sanctions; or (ii) any falsification is detected in the data or documentation used as the basis for the granting or maintenance of the credit, the necessary documentation to ascertain the client’s legal or financial situation is not provided when required, or fraud by the client is detected; or (iii) there is a significant increase in credit risk, adjusted for any variation that may result from different calculation methodologies between the two entities, under the terms established by Bank of Spain Circular 4/2017, of 27 November, to credit institutions, on rules for public and reserved financial information and financial statement reporting model.

Commitment in relation to acquiring services contracted by clients of the Parties

BBVA undertakes not to worsen the conditions of the acquiring services that SME and self-employed had contracted with BBVA, as of the date of notification of the Resolution, and/or with Banco Sabadell, as of the date of the Acquisition of Control.

During the term of this commitment, BBVA may update the conditions in a justified manner in the following two cases:

If there is a change in the applicable regulations relating to interchange fees, resulting in an increase thereof.

If there is an increase in the fees or commissions applied by the international payment schemes (Visa and/or Mastercard) to the acquiring activity carried out by the Parties, resulting in a cumulative increase of more than 50% from the date of the Resolution in the costs derived from the fees applied by Visa and/or Mastercard to the acquiring activity.

In the two cases contemplated in section 9.2 above, BBVA shall submit the proposed update of conditions to the Competition Directorate for approval prior to its application, and the Competition Directorate shall confirm its decision to BBVA within 30 days from receipt of the proposed update.

Temporary promotional conditions are excluded from the scope of this commitment. Therefore, in cases where a client of the Parties is benefiting from a temporary promotional condition related to acquiring services at the time this commitment enters into force, the provision contemplated in section 9.1 above shall refer to the commercial conditions agreed to apply once the promotional condition has expired. In such cases, the adjustment of commercial conditions to

BBVA undertakes to make available to clients the usual customer service channels of the Parties to resolve incidents related to the implementation of the Commitments during their term, in particular those set out in sections 5 and 8. In this regard, the channels include: (i) in-person service at physical branches; (ii) telephone service (call center); (iii) customer service department; and (iv) customer ombudsman. For these purposes, BBVA shall inform clients of the availability of these channels via the website and through visible information at the branches.

BBVA shall submit to the Competition Directorate a semi-annual report summarizing the incidents received through the channels referred to in section 10.1 arising from the implementation of the Commitments, specifically classifying those incidents related to sections 5 and 8 of the Commitments. BBVA undertakes to have available the incidents received through the channels referred to in section 10.1 so that they can be sent to the Competition Directorate if requested.

BBVA shall cooperate with the CNMC to demonstrate proper compliance with the Commitments. For these purposes, and independently of any information requests that the CNMC may issue, BBVA undertakes to carry out the following actions:

Vulnerable Clients:

Creation of the Vulnerable Clients Account within two months following the Acquisition of Control.

Send the communication provided for in section 2.1 to clients for whom sufficient information is available, and inform the remaining clients through the means provided for in section 2.1, within 15 business days following the creation of the Vulnerable Clients Account.

Inform the Competition Directorate of the creation of the Vulnerable Clients Account and of the effective sending of the communication provided for in section 2.1, providing copies of the communications effectively sent and of the information published through the means provided for in section 2.1, within 10 business days.

Communications to clients:

Send to the Competition Directorate, for prior approval, within 15 business days following the unification of the commercial offer, the drafts of communications relating to changes in conditions, in accordance with section 3.2.

Send to the clients the communications referred to in section 3.2 within 15 business days from receipt of the approval of the draft by the Competition Directorate.

Inform the Competition Directorate of the effective sending of the communications referred to in section 3.2, providing copies thereof, within 10 business days from their effective sending.

Send to the Competition Directorate, for prior approval, within 15 business

days following the Acquisition of Control, the draft communication to be published on the respective corporate websites as provided for in section 3.5.

Communicate through the corporate websites the availability of the commercial offer conditions of the other Party as provided for in section 3.5 within 15 business days from receipt of the approval of the draft by the Competition Directorate

Submit to the Competition Directorate a quarterly report indicating incidents related to requests for change of entity received through the incident reporting channel provided for in section 10.

Branch footprint. Submit to the Competition Directorate an annual report regarding the commitments relating to the closure of branches and off-premises ATMs referred to in sections 4.1, 4.3, 4.4, 4.5, 4.6, and 4.10.

Commercial conditions:

Send to BBVA clients, within 15 business days following the Resolution, and to Banco Sabadell clients, within 30 business days following the Acquisition of Control, the communications relating to the maintenance of conditions, pursuant to section 5.1.

Inform the Competition Directorate of any communications relating to the maintenance of conditions under section 5.1 that are sent to BBVA clients, following notification of the Resolution, and to Banco Sabadell clients, following the Acquisition of Control, respectively, within 10 business days from the date on which they are effectively sent in each case..

Provide the Competition Directorate on a semi-annual basis with the relevant information demonstrating compliance with the commitment contained in sections 5.1 and 5.4 with respect to BBVA clients from the notification of the Resolution, and with respect to Banco Sabadell clients, after the Acquisition of Control. In particular, BBVA shall submit the following information: (i) in relation to section 5.1, the number of clients affected by the commitment, broken down by type of client (individual, self-employed, or SME), product or service family, and branch, along with any variations that may occur during the term of the commitment due to possible client departures or new registrations; and (ii) in relation to section 5.4, all operations formalized in the postal codes listed in Annex 5, identifying the product, its maturity where relevant, the rating level, the volume of credit, the interest rate, and the previous month’s national average interest rate for comparable products.

Transitional access to ATMs. In the event of terminating Banco Sabadell’s agreements with the entities affiliated with the EURO 6000 network and with Cardtronics referred to in section 6.1:

BBVA shall submit to the Competition Directorate a copy of the notification sent to the entities within 10 business days from its dispatch.

In the event that the Merger occurs before the period of eighteen months, BBVA shall submit to the Competition Directorate a copy of the notification sent to the entities and, if applicable, of the agreement reached, within 10 business days, respectively.

Payment management companies. Inform the Competition Directorate of the effectiveness of the measures referred to in section 7 within 10 business days from the execution of each divestment. Further, if any of the divestments is not possible, BBVA shall inform the Competition Directorate of the measures adopted to comply with the provisions of sections 7.1 and 7.2.

Maintain credit facilities:

Provide the Competition Directorate, following the Acquisition of Control, with the list of: (i) Banco Sabadell clients holding working capital lines, specifying the credit facilities, credit amount, client’s location, and the branch with which the client operates (for the purposes of monitoring Section 8.1); and (ii) clients affected by Section 8.2, indicating each of the financing products they hold, the amount and maturity of each product, the client’s location, and the branch with which the client operates.

Provide the Competition Directorate, on a semi-annual basis, for each client renewing their credit line, the renewed product and the volume and date of renewal of the credit. In the event that the credit is not renewed, BBVA shall identify the reason: (i) non-renewal of the line by the client; (ii) disappearance of the company; or (iii) denial, and in the latter case, it shall identify which of the three exceptions indicated in section 8.3 would apply to the denial, including a detailed description of the justification.

Acquiring services:

Send to BBVA clients, within 15 business days following the Resolution, and to Banco Sabadell clients, within 30 business days following the Acquisition of Control, the communications relating to the maintenance of conditions, pursuant to section 9.1.

Inform the Competition Directorate of the communications regarding the maintenance of conditions pursuant to section 9.1 sent to BBVA’s customers after the notification of the Resolution, and to Banco Sabadell’s customers after the Acquisition of Control, respectively, within 10 business days from the effective date of dispatch in each case.

Provide the Competition Directorate, on a semi-annual basis, with the relevant information evidencing compliance with the commitment set out in section 9.1. In this regard, BBVA shall submit the tariffs applied to each of the clients in this group.

Send to the Competition Directorate, for prior approval, within 30 days, the proposed updates to the conditions, in accordance with the provisions of sections 9.2 and 9.3.

Incident reporting channel.

Inform BBVA’s clients, within 15 business days following the Resolution, and Banco Sabadell’s clients, within 30 business days following the Acquisition of Control, through the corporate websites and visible information at branches, of the availability

of the channels referred to in section 10.1 for the resolution of potential incidents related to the implementation of the Commitments.

Submit to the Competition Directorate a copy of the information published on the respective websites and made available at the branches within 10 business days from the date of publication and availability.

Submit to the Competition Directorate, on a semi-annual basis, a report summarizing the incidents received through the channels referred to in section 10.1 relating to the implementation of the commitments, specifically classifying those incidents relating to sections 5 and 8.

BBVA shall submit to the Competition Directorate the first report providing the information referred to in sections 11.1(b), (c), (d), (g), (h), and (i) six months after the Acquisition of Control, including in any case the information relating to BBVA’s clients from the date of notification of the Resolution.

The Commitments shall enter into force on the date of the Acquisition of Control, except for sections 4, 5, and 9 which, with respect to BBVA, shall enter into force from the date of notification of the Resolution.

The Board of the CNMC may modify, replace, or withdraw one or more of the obligations set out in the Commitments in response to a reasoned request from BBVA demonstrating the existence of a justified cause.

A request made pursuant to the previous paragraph shall not suspend any of the obligations undertaken under these Commitments and, in particular, shall not suspend any of the deadlines for compliance with such obligations until the Board of the CNMC rules on the matter.

Vulnerable Clients. The commitment set out in section 2 shall expire three years after the Acquisition of Control. The communication through the website and mobile applications to clients referred to in section 2.1 shall be available throughout the duration of the commitment.

Communications to clients. The commitment set out in section 3.1 shall expire eighteen months after the date on which the commercial offer is unified following the Merger. The commitment set out in section 3.5 shall be in force from the Acquisition of Control until the Merger.

Branch footprint. The commitments set out in section 4 shall expire three years after the Acquisition of Control.

Commercial conditions. The commitments set out in section 5 shall expire three years after the Acquisition of Control.

ATMs. The duration of the commitment set out in section 6.1 shall be eighteen months from the effective date of communication of the termination of the corresponding agreement. The commitment set out in section 6.2 shall expire eighteen months after the Acquisition of Control or upon the Merger, whichever occurs first.

Payment services management companies. The commitment set forth in section 7.2 shall expire three years after the Acquisition of Control.

Maintenance of credit to SMEs:

The commitments set out in sections 8.1 and 8.2 shall expire three years after the Acquisition of Control.

After this period, the CNMC shall assess whether these commitments have achieved the objective of ensuring access to credit for SMEs, for the purpose of determining whether it is necessary to extend these commitments for a maximum of an additional two years.

For these purposes, at least three months before the end of the initial term, BBVA undertakes to submit to the Competition Directorate an economic report assessing the extent to which the objectives have been achieved, analysing various parameters such as, for example, the evolution of access to credit by the group affected by the commitment compared to the market in general.

Acquiring services. The commitments set out in section 9 shall expire three years after the Acquisition of Control.

Incident reporting channel. The commitment set out in section 10.2 shall expire three years after the Acquisition of Control.

The duration indicated in this section for each of the commitments shall be understood without prejudice to the provisions of section 13.1.

Barcelona

BBVA

branches

Sabadell

branches

Competitor

(branches)

Barcelona

Girona

Tarragona

Postal codes where the per capita income level is lower than EUR 10,000

(section 4.4)

Municipalities with fewer than 5,000 inhabitants where at least one of the

Parties is present (section 4.5)

Elciego

Laguardia

Casas-Ibáñez

Benitachell/Poble Nou de Benitatxell

Biar

Xaló

Orba

Rafal

Romana (La)

Barco De Ávila

Alburquerque

Fregenal de la Sierra

Monesterio

Zarza (la)

Avinyonet del Penedès

Aiguafreda

Bagà

Balenyà

Calaf

Calldetenes

Cardona

Castellví de la Marca

Granada (la)

Guardiola de Berguedà

Martorelles

Papiol (el)

Pla del Penedès (el)

Pobla de Claramunt (la)

Prats de Lluçanès

Puig-reig

Sant Climent de Llobregat

Sant Hipòlit de Voltregà

Sant Julià de Vilatorta

Sant Martí Sarroca

Sant Pere de Riudebitlles

Sant Quinti De Mediona

Sant Quirze De Besora

Lerma

Roa

Villanueva De Los Infantes

Val Do Dubra

Honrubia

Minglanilla

Alp

Begur

Besalú

Cadaqués

Camprodon

Hostalric

Jonquera (La)

Ribes De Freser

Vall D’en Bas (La)

Cúllar

Molina De Aragón

Sigüenza

Benasque

Graus

Sariñena

Aínsa-Sobrarbe

Boñar

Cacabelos

Camponaraya

Cistierna

Fabero

Onzonilla

Robla (la)

Sahagún

Santa Maria Del Paramo

Villafranca Del Bierzo

Villarejo De Orbigo

Albatàrrech

Artesa De Segre

Aitona

Isona I Conca Dellà

Juneda

Linyola

Oliana

Organyà

Pobla De Segur (La)