425

由西班牙畢爾巴鄂銀行提交

根據1933年證券法規則425條，被視爲根據1934年證券交易法規則14a-12條提交

被收購公司：Banco de Sabadell, S.A.

委託文件編號： 333-281111

通信-半導體

2024年9月

採訪 BofA 的 Onur Geng

2024年9月25日

[翻譯]

第一演講者：歐洲銀行中有許多有趣的故事，許多有趣的項目。其中之一當然是西班牙畢爾巴鄂銀行，我們很榮幸能獲得這樣的榮譽。非常感謝您今天抽出時間加入我們。我知道您真的很想來這裏，所以特別高興您能夠這樣做。謝謝。

OG：謝謝您，

一如既往。我們將回答一些問題，並爭取留足夠的時間，讓觀衆也有機會提問。我想知道您是否同意，也許我們可以從一個宏觀問題開始。當然。歐洲銀行的關鍵之一是，市場一直在質疑它們繼續交易的倍數。這些倍數表明市場仍在質疑盈利的可持續性。今年上半年，您的有形權益回報率達到20％，您預期整個年度此指標將保持在高十幾個百分點。也許我們可以先從您對集團前景的看法以及歐洲市場仍可能忽視的優勢點開始。

OG：市場並不會錯過任何事情. 我有時也會在季度電話會議中抱怨這一點。但市場就是市場。這只是時間問題，所以我認爲他們沒有錯過任何事情，但是我是說，銀行表現得非常好，正如您所說的那樣，有20％的有形權益回報率。我們有時會將這個出色的矩陣也放入我們的季度報告中，y軸代表增長，x軸代表盈利能力，以此爲衡量標準，ROE或有形淨資產回報率或所有權益回報率。然後就這兩個指標的增長情況等進行比較。我們是一家非常有競爭力的、專注的銀行，相比於其他15家歐洲大銀行，我們是增長最快的。截至六月，我們的貸款薄增長了6.3%，而這14家銀行的平均增幅基本上非常低，甚至負增長。所以這個行業並沒有增長，而我們增長了6％。在盈利能力x軸上，正如您所說，我們的有形權益回報率爲20％，也是在盈利能力上我們是這個15家銀行中第一位。所以在這個盈利能力和增長的美好圖景中，我們表現得非常出色。我提到了盈利能力和所有權益回報率、有形淨資產回報率。對於像我們這樣的銀行來說，還非常重要關注有形賬面價值的增長，因爲我們在不同新興經濟體擁有銀行。貨幣的變動、我們證券賬簿的市值對我們來說非常重要。因此我們也非常關注有形賬面價值的增長，也是這一方面增長了20%，這也是一個獨特的數字。所以儘管您所說的，市場並沒有理解或者他們所錯過的是什麼？正如我所說的，市場並沒有錯過。但也許需要時間，也許這背後有使我們對未來持樂觀態度的結構性驅動因素。我只會說兩件事情，雖然是多個因素，但兩個非常重要的話題。首先，從不同地區的特許經營開始，我們擁有獨特的特許經營權。我不是主觀的看待一些數字導向的人。當您再次查看我們銀行在各國的資本回報率，並將其與該部門平均資本回報率進行比較，我們有一個非常有意義、非常積極的差距，我們已經多年來一直保持這種差距。所以我們擁有這些獨特的特許經營權。就此而言，我們認爲規模很重要。所以我們的市場份額始終是兩位數第一位。可能是第二位，但始終是第一，第二和第三位或第三位和第六位，第一位和第四位。我們認爲規模在銀行業很重要，因爲規模給予您額外的競爭優勢。

通信

2024 年 9 月

同樣，目前市場可能無法佔領的一件事是，我們確實有這些獨特的特許經營權。在我們看來，這非常重要。然後是第二個主題是數字化。我們比其他人更早地關注這個問題。我們爲此投入了更多的資金，數字化有不同的階段。我唯一要告訴你的是，在新客戶獲取中，有67％的新客戶我們向BBVA收購的客戶，他們來自數字端到端的數字化。他們成爲客戶，無需去分支機構即可成爲客戶，無需向任何人進行端到端的數字化呼叫。在我看來，這也非常重要。我們在過去的幾年中一直在收購許多新客戶，展望未來，這些客戶將創造收入，從而帶來可持續發展。長話短說，我們的信念做得很好。我們會繼續做好吧。目前市場可能無法捕捉到這一點。美國有形股票銀行的回報率爲20％。我的意思是，天啊，他們的保費，我想，我們缺少了什麼？也許我們沒能正確解釋這個問題，但是我們的工作不是抱怨。我的意思是，我的團隊總是告訴我爲什麼會這樣？沒關係。我們的工作是交付，因爲如果我們兌現，每股收益將非常高。無論如何，每股股息都將非常高估值。我們不控制估值，但我們控制交付，控制返還給股東的現金流。在此基礎上，我們將繼續交付。我非常有信心。

00:05:40

好吧，歐洲一直是給我看一段時間的故事。我得說。好吧，你所說的無可爭議的特許經營權之一在墨西哥當然是高質量的，這約佔你的60％利潤。現在，從這裏開始，您如何看待前景和影響您在該國業務的關鍵變動部分？

00:05:56

OG：嗯，存在短期波動，而且這種情況無時無刻不在發生。這不是什麼新鮮事物，但是在每個地方的每一次選舉之後我們所處的地理位置，尤其是在相對出人意料的情況下。在這種情況下，政府絕大多數成員的比例令人驚訝，依此類推，所有政府都出現了一些波動市場。我們看到了這一點，六年前我們在墨西哥也看到了這一點。就曲線而言，這是墨西哥披索的短期波動性等等。但是在這些階段和其他環境中我出來了，我，我對墨西哥非常樂觀，我將繼續保持樂觀態度我會再繼續，因爲我又是一個以數字爲導向的人。從長遠來看，出於一些非常結構性的原因，我們對墨西哥持非常樂觀的態度。再說一遍，有很多他們，但我只數幾個。一是墨西哥的結構性成本優勢及其與美國的距離。沒有人知道這一點，但墨西哥的製造成本與我們的對比。它因行業和勞動力要求的熟練程度而異那個特定的行業。它是五分之一到十分之一。因此，如果你作爲美國的製造商，每年有100,000,001億美元的製造成本，如果你移居墨西哥，你可以將這1億美元提高到10到20億美元。太神奇了成本。資本流向具有結構優勢的地方。而且墨西哥的結構性成本優勢是巨大的。再說一遍，沒人知道這一點。但是有了這些數字，墨西哥現在是比中國成本更低的製造商。它有更好的數字比中國。你不能否認這筆資金會流動。這就是爲什麼墨西哥在經歷了這麼幾十年之後，去年首先是加拿大，然後是中國成爲美國的第一大出口國。你根本無法否認這一點。這是一種結構性的因子。在我們看來，第二個非常重要的結構性因素是該國的槓桿作用。我們也會在季度電話會議上不時談論這個問題。但是考慮到80年代、90年代、龍舌蘭酒危機以及其中多次危機，你可能還記得墨西哥的銀行債務佔GDP的35％，爲35％。在巴西，這一比例爲70％。在智利，這一比例爲110％。在發達經濟體，在其他新興經濟體中，這一比例超過200％。哥倫比亞，秘魯，無論我們在哪裏。而且，它低於這些地區中的任何一個。它是新興市場格局中最低的市場之一，這告訴你你可以有槓桿作用。在這種情況下，你可以在該國擁有更多的債務，而不會造成太大的風險成本。呃，他們現在在說這個國家，墨西哥的增長將會下降，可能會，但願不是，因爲我們也確實認爲這個新政府，呃，新總統

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Septiembre 2024

will continue to I mean, she’s just recently elected. When you look into her 100, she has a manifesto or what she wants to do, and she has clear speeches after what she wants to do. You when you listen to her, she says private investment, growth of Mexico, near shoring. All the things that she needs to say is coming out. If that government and she has a very good track record because she was the governor of Mexico City before. When you combine that governance, even even a certain percentage of that is being realized. Combining that with the structural factors that we just talked about. We we are positive on Mexico. And I mean, in the last few months, there is a lot of volatility, but we are we are doing really well. We are very happy on what we are seeing in Mexico in our business. So we are positive and we will continue to be honest. Those structural drivers get shifted away and that’s interesting.

00:09:53

Because of course, the market shift in sentiment has been quite remarkable since the election.

00:09:58

OG: So always the case for the elections and there will be US elections. I’m sure there will be impact, but the structural underlying the drivers are more important than that in my view.

00:10:09

Now, earlier you’ve talked about one of your points of strength being of course, early on in the digital infrastructure, which of course you don’t build overnight. And I wonder, sticking to Mexico, how has competition changed here, and how does your lead market position compared to other online and digital offerings, which we’ve seen pickup at least in Latam, uh, from banks and fintechs.

00:10:33

OG: So the digital attackers that we see in Mexico, you see them Mexico, in other Latin American countries as well, and also in many in, in Europe. I mean, we do see the digital attackers everywhere. And actually we are doing ourselves digital attacker in Italy and now we are going to take it to Germany and so on. So, uh, but going back to Mexico, specifically on Mexico, they are very credible players in general. We respect every single competitor we respect, but we also respect them as a competitor. But we are confident that we will continue to super deliver in in Mexico. Or if you for a few reasons, there are certain things that, in my view, that are hard to replicate or others that we have built over years in Mexico is BBVA, which is not easy to match. And again, I would count a few little things there, but infrastructure. We have 15,000 ATMs in Mexico. Those digital attackers, they can use them obviously, but their customers have to pay, for example. That infrastructure build up is not day and night. It takes time, it takes effort and so on. We have 1700 branches and Mexico is still a cash economy but infrastructure. But more importantly than that, because infrastructure again over time can be built. The second topic that I would really put on the table regarding our franchise in Mexico is transaction ality, which is something that we pay a lot of attention in at BBVA, because transaction ality, being in the cash flow of your clients, that’s banking giving you a loan. No, no, you have to be in the cash flow. Because if you are in the cash flow that that customer is really working with you. Attrition comes down. The data capability of BBVA to help that client goes up and transaction ality. We have 32% market share in credit cards. We have 38% market share in POS machines acquiring. We have 42% market share in payroll. Can you imagine 42% of the money that employers public, private, the salaries that they pay. It goes through VA. It goes to the BBVA. You are in the cash flow. This transaction is not easy to match in the very, very short term. Not easy to match. And then what I would say also is that the things that they cannot match, the things that they have, I do think we can match in price, which is an intention. We can also match that, but in price maybe we don’t choose to, but in many others we can. We can match that. And we do think we are the largest fintech in in Mexico. We acquire on average in the last few years, every year, 5 million new customers in Mexico, 5 million. That’s 67% I quoted for the group. In Mexico, it’s higher. 85% of that 5 million was acquired as

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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.