425

由西班牙毕尔巴鄂银行提交

根据1933年证券法规则425条，被视为根据1934年证券交易法规则14a-12条提交

被收购公司：Banco de Sabadell, S.A.

委托文件编号： 333-281111

通信-半导体

2024年9月

采访 BofA 的 Onur Geng

2024年9月25日

[翻译]

第一演讲者：欧洲银行中有许多有趣的故事，许多有趣的项目。其中之一当然是西班牙毕尔巴鄂银行，我们很荣幸能获得这样的荣誉。非常感谢您今天抽出时间加入我们。我知道您真的很想来这里，所以特别高兴您能够这样做。谢谢。

OG：谢谢您，

一如既往。我们将回答一些问题，并争取留足够的时间，让观众也有机会提问。我想知道您是否同意，也许我们可以从一个宏观问题开始。当然。欧洲银行的关键之一是，市场一直在质疑它们继续交易的倍数。这些倍数表明市场仍在质疑盈利的可持续性。今年上半年，您的有形权益回报率达到20％，您预期整个年度此指标将保持在高十几个百分点。也许我们可以先从您对集团前景的看法以及欧洲市场仍可能忽视的优势点开始。

OG：市场并不会错过任何事情. 我有时也会在季度电话会议中抱怨这一点。但市场就是市场。这只是时间问题，所以我认为他们没有错过任何事情，但是我是说，银行表现得非常好，正如您所说的那样，有20％的有形权益回报率。我们有时会将这个出色的矩阵也放入我们的季度报告中，y轴代表增长，x轴代表盈利能力，以此为衡量标准，ROE或有形净资产回报率或所有权益回报率。然后就这两个指标的增长情况等进行比较。我们是一家非常有竞争力的、专注的银行，相比于其他15家欧洲大银行，我们是增长最快的。截至六月，我们的贷款薄增长了6.3%，而这14家银行的平均增幅基本上非常低，甚至负增长。所以这个行业并没有增长，而我们增长了6％。在盈利能力x轴上，正如您所说，我们的有形权益回报率为20％，也是在盈利能力上我们是这个15家银行中第一位。所以在这个盈利能力和增长的美好图景中，我们表现得非常出色。我提到了盈利能力和所有权益回报率、有形净资产回报率。对于像我们这样的银行来说，还非常重要关注有形账面价值的增长，因为我们在不同新兴经济体拥有银行。货币的变动、我们证券账簿的市值对我们来说非常重要。因此我们也非常关注有形账面价值的增长，也是这一方面增长了20%，这也是一个独特的数字。所以尽管您所说的，市场并没有理解或者他们所错过的是什么？正如我所说的，市场并没有错过。但也许需要时间，也许这背后有使我们对未来持乐观态度的结构性驱动因素。我只会说两件事情，虽然是多个因素，但两个非常重要的话题。首先，从不同地区的特许经营开始，我们拥有独特的特许经营权。我不是主观的看待一些数字导向的人。当您再次查看我们银行在各国的资本回报率，并将其与该部门平均资本回报率进行比较，我们有一个非常有意义、非常积极的差距，我们已经多年来一直保持这种差距。所以我们拥有这些独特的特许经营权。就此而言，我们认为规模很重要。所以我们的市场份额始终是两位数第一位。可能是第二位，但始终是第一，第二和第三位或第三位和第六位，第一位和第四位。我们认为规模在银行业很重要，因为规模给予您额外的竞争优势。

通信

2024 年 9 月

同样，目前市场可能无法占领的一件事是，我们确实有这些独特的特许经营权。在我们看来，这非常重要。然后是第二个主题是数字化。我们比其他人更早地关注这个问题。我们为此投入了更多的资金，数字化有不同的阶段。我唯一要告诉你的是，在新客户获取中，有67％的新客户我们向BBVA收购的客户，他们来自数字端到端的数字化。他们成为客户，无需去分支机构即可成为客户，无需向任何人进行端到端的数字化呼叫。在我看来，这也非常重要。我们在过去的几年中一直在收购许多新客户，展望未来，这些客户将创造收入，从而带来可持续发展。长话短说，我们的信念做得很好。我们会继续做好吧。目前市场可能无法捕捉到这一点。美国有形股票银行的回报率为20％。我的意思是，天啊，他们的保费，我想，我们缺少了什么？也许我们没能正确解释这个问题，但是我们的工作不是抱怨。我的意思是，我的团队总是告诉我为什么会这样？没关系。我们的工作是交付，因为如果我们兑现，每股收益将非常高。无论如何，每股股息都将非常高估值。我们不控制估值，但我们控制交付，控制返还给股东的现金流。在此基础上，我们将继续交付。我非常有信心。

00:05:40

好吧，欧洲一直是给我看一段时间的故事。我得说。好吧，你所说的无可争议的特许经营权之一在墨西哥当然是高质量的，这约占你的60％利润。现在，从这里开始，您如何看待前景和影响您在该国业务的关键变动部分？

00:05:56

OG：嗯，存在短期波动，而且这种情况无时无刻不在发生。这不是什么新鲜事物，但是在每个地方的每一次选举之后我们所处的地理位置，尤其是在相对出人意料的情况下。在这种情况下，政府绝大多数成员的比例令人惊讶，依此类推，所有政府都出现了一些波动市场。我们看到了这一点，六年前我们在墨西哥也看到了这一点。就曲线而言，这是墨西哥比索的短期波动性等等。但是在这些阶段和其他环境中我出来了，我，我对墨西哥非常乐观，我将继续保持乐观态度我会再继续，因为我又是一个以数字为导向的人。从长远来看，出于一些非常结构性的原因，我们对墨西哥持非常乐观的态度。再说一遍，有很多他们，但我只数几个。一是墨西哥的结构性成本优势及其与美国的距离。没有人知道这一点，但墨西哥的制造成本与我们的对比。它因行业和劳动力要求的熟练程度而异那个特定的行业。它是五分之一到十分之一。因此，如果你作为美国的制造商，每年有100,000,001亿美元的制造成本，如果你移居墨西哥，你可以将这1亿美元提高到10到20亿美元。太神奇了成本。资本流向具有结构优势的地方。而且墨西哥的结构性成本优势是巨大的。再说一遍，没人知道这一点。但是有了这些数字，墨西哥现在是比中国成本更低的制造商。它有更好的数字比中国。你不能否认这笔资金会流动。这就是为什么墨西哥在经历了这么几十年之后，去年首先是加拿大，然后是中国成为美国的第一大出口国。你根本无法否认这一点。这是一种结构性的因子。在我们看来，第二个非常重要的结构性因素是该国的杠杆作用。我们也会在季度电话会议上不时谈论这个问题。但是考虑到80年代、90年代、龙舌兰酒危机以及其中多次危机，你可能还记得墨西哥的银行债务占GDP的35％，为35％。在巴西，这一比例为70％。在智利，这一比例为110％。在发达经济体，在其他新兴经济体中，这一比例超过200％。哥伦比亚，秘鲁，无论我们在哪里。而且，它低于这些地区中的任何一个。它是新兴市场格局中最低的市场之一，这告诉你你可以有杠杆作用。在这种情况下，你可以在该国拥有更多的债务，而不会造成太大的风险成本。呃，他们现在在说这个国家，墨西哥的增长将会下降，可能会，但愿不是，因为我们也确实认为这个新政府，呃，新总统

通信-半导体

2024年9月

她刚刚当选，会继续实施她的纲领，私人投资、墨西哥的增长和转移生产地都是她需要说的话。她有清晰的演讲，她之前是墨西哥城的市长，有很好的施政纪录，我们对墨西哥持乐观态度，虽然最近几个月市场波动很大，但我们的业务在墨西哥表现良好，我们会继续保持积极态度。

00:09:53

因为当然，自选举以来，市场情绪的转变一直很明显。

00:09:58

OG:这在选举中始终如一，并且会有美国选举的影响，但在我看来，结构性的驱动因素比那更重要。

00:10:09

你之前提到过数字基础设施是你的优势之一，这当然不是一夜之间就能建立的。我想知道，关于墨西哥，这里的竞争发生了什么变化，您的市场领先地位与其他在线数字产品（至少在拉丁美洲银行和金融科技领域出现的）相比如何？

00:10:33

OG: 在墨西哥我们看到数字攻击者，它们在墨西哥，也在其他拉丁美洲国家以及许多欧洲国家出现。我说的是数字攻击者无处不在，实际上我们自己也在意大利做数字攻击，并计划将其引入德国等地。在墨西哥，有一些非常可靠的竞争者总的来说，我们尊重每一个竞争对手，但我们也将他们视为竞争对手。但我们有信心会在墨西哥继续优秀的表现。因为有一些事情，我认为在很难复制其中一些，而我们多年来在墨西哥建立的一些东西是硬通货。我们在墨西哥有1.7万台ATM。这些数字攻击者显然可以使用它们，但他们的客户必须付费。基础设施的建设不是一夜之间的事。需要时间、需要努力等。我们在墨西哥有1700家分行，墨西哥仍然是一个现金经济，但最重要的是基础设施。但比基础设施更重要的是，因为基础设施可以随着时间建设，我要强调的第二个话题是我们在墨西哥的特许经营性，这是我们在BBVA非常注重的事情，因为特许经营性，涉及到客户的现金流，这不是银行给你贷款。不，你必须在客户的现金流中。因为如果你在客户的现金流中，那个客户就会真正与你合作，客户流失率会降低，BBVA的数据能力帮助客户的能力会增加，特许经营性方面，我们在信用卡市场占有率达到32%，在POS机器占有率达到38%，在工资条业务市场占有率达到42%。想象一下，42%的公共和私营雇主支付的工资会经过VA，会经过BBVA。你在客户的现金流中，这种交易在非常短的时间内无法轻松匹配。我们也认为我们是墨西哥最大的金融科技公司。在过去几年场均每年在墨西哥获得5百万新客户，5百万。我给集团的数据是67%，在墨西哥，这个比例更高。这5百万中的85%都是通过

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a client through digital, which is what the fintechs do, which is what the digital banks do, acquiring 5 million, 85% digitally, having an NPS customer satisfaction of more than 70%. So ultimate customer satisfaction. We don’t see that in any part of or even be even within media doesn’t exist. It’s just an amazing asset that we have in Mexico. So we respect them all, but we will compete. We are ready to compete and the customer will decide at the end. The customer will decide.

00:14:00

And it’s a scale business, as you mentioned, and talking about scale. Maybe we should move on to talk about Spain and the pursuit for additional scale with the bid for Sabadell. Maybe let’s take the opportunity to go through the strategic rationale of the deal, and why you think it can be a win win for both your shareholders and Sabadell shareholders.

00:14:21

OG: Uh, we discussed this multiple times in different calls and interactions and so on. But for some of you who might not have been there, um, this is a very straightforward textbook. This is the kind of deal that everyone should do. Kind of a transaction, at least in my personal view. Why? Because our business is becoming every single day more and more and more of a scale business. And this is not like a general conception that like it’s a subjective me saying it. It’s founded based on numbers. When you look into the cost structure of our bank, it is changing. How that cost is evolving is very important, and I would encourage everyone to look into that. The cost of it’s a transformation. Actually, in the old days, 60% of the costs of a retail bank was branches and the people in the branches. It was variable distribution. If you wanted to grow, you open new branches, you put new people into those branches and so on. That’s how you grew. That 60% is coming down now it’s 45%. What is going up? Technology, Technology because the interface with the customer is moving to these digital channels. Technology. It’s now 26% for us, 26% of our costs are technology. It used to be 25 years ago. Every single day it’s going up in Spain, it’s 30%, 30%. So it’s technology. And a big part of this is what we call software development, which is a fixed cost. I keep giving the same example because it’s very simple. In my view. If you have 100 customers or 1000 customers, you develop the same feature for your mobile app, the same cost. But if you have 100 customers versus 100 if you have 1000, you can distribute this cost to a larger revenue base because you have more customers. That’s why you need to have scale. So strategically. It makes a lot of sense because scale is the name of the game. And looking forward. I mean, cyber security. Dora, do you know this new regulation on the resiliency of the banking system and all the technological infrastructure of blockchain and this and data and AI, it’s becoming more and more and more fixed cost business. That’s why you need scale. So strategically, it makes very much sense because we are becoming a scaled business. And also in this specific case in Spain we are very good in retail. We are very good in companies, midsize and large big ticket grand corporations as we call them, big corporates. And they are very good in PMIs. They also have an amazing franchise. We would expect them so much as a competitor. So it’s a good complementarity. So you put things together to grow even better. Given this it makes a lot of strategic sense given the strategic sense. It makes a lot of financial sense because if you have again the scale topic as a as an important topic. Then you come up with a lot of synergies out of this. The largest IT vendor spenders in Spain, IT vendors who help us to develop applications, and so on. Our name is at the top. Guess who else is in that same list? Because we have two different systems serving the same market. We have two different brands serving the same market. So there are a lot of synergies also in this transaction. A lot of synergies. We calculated as €850 million per year, €850 million per year, when the profit of Sabadell last year was 1.3 billion. It’s not a small amount, the amount of synergies that we are putting in, so it makes sense strategically, financially. Given this, you said, is it a win win or how do we measure the win win? It’s a win for our shareholders because we do think it’s a good return on capital. When we look into the incremental capital that we will deploy into this transaction, it gives us a very good return. Compared to the other alternatives. Capital is a scarce resource or BBVA. We have to optimize the use. It’s good return for our shareholders and for their shareholders or somebody else

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shareholders. It’s even a better deal. It’s a wonderful deal. It’s extraordinarily priced in my view. Again, let’s look into the numbers based on the undisturbed price 30% premium based on the three month average price before that, 50% premium when you take this 30 and 50 and you put to put them in a table of other transactions, similar transactions in Europe and beyond, it’s a wonderful premium and one the extraordinary premium. But more importantly, the again, we should look into delivery and cash flow. Cash flow. The shareholder looks for the cash flow. They. He or she puts her capital once the cash flow back. The consensus figures are numbers are even better. But forget our numbers. What? The market you and your colleagues are saying how much earnings Sabadell will have standalone and BBVA will have standalone independent consensus figures. When you take that, given those premiums, we are giving 16% of BBVA to the shareholders of Sabadell. So when you look into the EPs earnings per share based on consensus, it goes up 27% for a shareholder. So there will be more earnings for the Sabadell shareholder. If there are more earnings that are more cash flow, more dividends, more cash flow to the Sabadell shareholders. We do think it’s extraordinarily attractive for Sabadell. We do think it’s a good deal for our shareholders. We do think it makes sense if we just cannot get these deals done in Europe. I don’t know what we are talking about. Um, so make sense?

00:20:28

I’m very clear that may be sticking to the offer. Um, there’s been considerable, uh, noise or discussion about the process, mainly regarding the Spanish CNMC, the competition authority, in terms of approval and the timing of the transaction. I think it would be very helpful, uh, if you could update us on where the process is and the next steps and the expected timeline.

00:20:52

OG: The process is actually relatively straightforward. There are three macro, as we call them stages three. The first stage is what we call authorisation. Stage is authorisation from a lot of different institutions. More than 20 actually. The second stage is what we call the tender stage, which is the Sabadell. Shareholders will be asked and they will decide or not to tender their shares. Tender stage. The third stage is is what we call the merger stage after that process of tender, candor. If more than 50% of shareholders say yes. Then we merge the two banks. The third stage is the merger stage. We are in the first stage. We are in the authorization stage. As we have originally said that it will take 5 to 6 months. We are still there. We basically have received practically all the authorizations. The key two ones or the key one missing at the moment is the competition authority. Competition authority. So we are in that first stage of authorizations. Once we receive the CNMC approval as well, then CNMV, the the Markets Authority in Spain will be then opening up and creating the process. And we’ll be managing the process for the tender stage. So we are in this, uh, critical stage of competition on board based on what we originally said the process would be. So it’s completely moving according to to the plan that we outlined four months ago, five months ago might be helpful for everyone to understand because there are many things being written on these topics. To understand. To respond to two questions. The government involvement in our base case scenario. The government involvement is in the third stage, not in the authorization, not in the tender, but in the third merger stage. The government can choose to say no to the merger in that scenario. BBVA having more than 50% of Sabadell. We cannot merge, but we can keep it as a separate entity, controlled, managed by by BBVA. And we do think it’s a very unlikely scenario that the government says no to this, because at that point, everyone else would have said yes, who would put a clear technical assessment on the table. And those technical assessments, in our view, would help the situation. And as we said many times before, we are very much open, very much open to work with the government to alleviate any concerns that they might have. We have done it multiple times in the past on different topics. If we can. If we can find out those key concern areas, we are ready to, uh, again alleviate those concerns. But that’s the government involvement, which comes at the third stage. Where we are today, again, is in the authorization stage, and we are with the competition Authority. CNMC is now continuing on its deliberations on the topic. On that one, I should say very clearly, because it’s also something being

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written very, very extensively, especially in the Spanish media. Be clearly our clear conviction on this is that there is no competition issue at all or two. Again, there are many, many, many technical details here, but we have been studying this obviously before and during and after, and we don’t see any competition issue at all. Obviously, there is an independent institution and the institutional strength in Spain, in our view, is very high. Spain has very good institutions and for sure CNMC is one of them, as has as has been proven in the past. But again, from outside and our analysis tells us for two. Again, there are technical details, but two straightforward, relatively clear reasons that CNMC would also see no competition issue in this. And those two reasons are. Number one, not too long ago you might remember this. Three years ago there was a merger in Spain, Bankia. And in that merger the that the yielding entity, the final entity was much larger than what this new merger BBVA Sabadell is contemplating, much larger, much larger. And then I see again in the Spanish press different segments in a different region and so on. I can tell you that in this president of Bankia, Whatever metric that you look into, that resulting entity was much larger than the resulting entity of this transaction. So there is a clear precedent on the table, very clear precedent on the table. And again, this has been analyzed and seen. CNMC has been saying that they will apply the same methodology if same methodology is being used. What we are seeing is the precedent which was yielding whatever dimension that you pick a larger entity. There should not be an issue on this one as well. The second topic on this one is that in the EU, um, European Union, uh, guidances and regulations, there are certain triggers that when you pull them, uh, it triggers further review and so on. And those triggers are basically two when the resulting entity passes 25% market share in deposits, in credits, in branches, in whatever you pick. You don’t pass 25% in this transaction, or the added market share, as they call it, is more than 10%. So the in the combination, the one that’s coming new. If it’s more than 10%, again a trigger is pulled. And in this case, again the added market share is not larger than 10%. By the way, in the precedent in Casablanca, those triggers were pulled. Those triggers were pulled in that scenario. So if you have a clear precedent, if we are not pulling any of the triggers, and then there are so many other technical analysis that our teams and our advisors have been doing, we don’t see a competition issue related to this as a process. There is also a lot of discussion, which is something called phase one and phase two. If CNMC sees no competition issue, they approve it in phase one. If they see a competition issue, not because it’s complicated. If they see a competition issue, there is also an additional timeline, which we call phase two. Our clear conviction, once again, is that there is no competition problems in this case. Some of the reasons that I explained, but must be more than that as well. And our clear conviction is that it should be approved in phase one. And phase one typically takes 5 to 6 months, which is the original timeline that we shared with the market. I said many things about this, but this process is important for everyone to understand. Basically, we are in the authorization stage. We are at the stage of CNMC and in the CNMC process. I’m repeating it for the third time, but our clear conviction is that there is no competition issue and it should be approved, in our view, in phase one. Having said all of this again, we are very much respectable of what will come out of CNMC.

00:28:04

Thanks. I think you’ve laid that out quite clearly for everyone in the audience. Maybe just closing the circle before we open up for questions from the audience is, of course, Turkey, which comes for you with significant optionality. And monetary policy has turned more orthodox. Inflation started to come down to a monthly pace of around 2%. What are your latest thoughts on the current environment in Turkey and your expectations in terms of contribution from TVA? Uh.

00:28:32

OG: We said it again in this conference last year. I said it’s an option value. And that option value is more and more in the money, in our view, every single day. Um, turkey is on the right path, so we want to reserve at least ten minutes for the audience. So I do it very quickly. Turkey is on the right path on multiple dimensions. We have to watch a few very critical metrics. One of them is inflation. Obviously

COMMUNICATIONS

Septiembre 2024

last year August the inflation was 9% monthly. This year it was 2.5% in August. And for the coming months we are expecting to it to be on average less than 2%. So the the curve is clearly there. You might have seen the central bank reserves, which is a very important number for a bank like us, which has turned positive. The net net reserves, excluding the swaps and so on. CDs is down, ratings are up and so on. So they are clearly on the right path. But again, you have heard me in this, in this, in this forums in the past to be relatively critical about about the macro parameters. And what I can tell you now is we are quite positive on what we are seeing, but it’s a process. It’s not done yet. It has to continue. It’s easy to take inflation to a very high level. It’s not that easy to take it down. And I think they are clearly doing the right things. And we have to give time to do to the new economic team and management to be able to manage this well. We are quite positive in this context. Our bank, as I mentioned upfront, is one of the, in our view, the best bank of Turkey, again proven by Roe or our bank roe of the banking industry in Turkey. As in other countries, there’s a meaningful, very positive gap. Actually, in Turkey this gap is very nice. So we do have the best bank in the country. If things come back to normal, it’s an amazing option value we are making because we have hyperinflationary accounting. We are making around 500. Last year we did 550 around €550 million of profits. It’s a $1 trillion economy. Turkey. And if you have the best bank double digit market share, best bank in the country, $1 trillion economy should, at least in our view, give you €2 billion of profits rather than 500. And if they continue on this path, the economic team we do think in not so long later, in a few years, we would be able to, uh, we would be able to talk about these two billions and more. So we are quite confident at the moment, quite positive at the moment, but it depends on the path. And they have to continue on this path.