CAM Transaction

December 2011

1 Disclaimer

Banco cautions that this presentation may contain forward looking statements with respect to the business. financial condition. results of operations. strategy. plans and objectives of the Group. While these forward looking statements represent our judgement and future expectations concerning the development of our business. a certain number of risks. uncertainties and other important factors could cause actual developments and results to differ materially from our expectations. These factors include. but are not limited to. (1) general market. Macroeconomic. governmental. political and regulatory trends. (2) movements in local and international securities markets. currency exchange rate. and interest rates. (3) competitive pressures. (4) technical developments. (5) changes in the financial position or credit worthiness of our customers. obligors and counterparts. These risk factors could adversely affect our business and financial performance published in our past and future filings and reports. including those with the Spanish Securities and Exchange Commission (Comisión Nacional del Mercado de Valores).

Banco Sabadell is not nor can it be held responsible for the usage. valuations. opinions. expectations or decisions which might be adopted by third parties following the publication of this information.

Financial information by business areas is presented according to GAAP as well as internal Banco Sabadell group´s criteria as a result of which each division reflects the true nature of its business. These criteria do not follow any particular regulation and can include forecasts and subjective valuations which could represent substantial differences should another methodology be applied.

The distribution of this presentation in certain jurisdictions may be restricted by law. Recipients of this presentation should inform themselves about and observe such restrictions. These slides do not constitute or form part of any offer for sale or subscription of or solicitation or invitation of any offer to buy or subscribe to any securities nor shall they or any one of them form the basis of or be relied on in connection with any contract or commitment whatsoever. 2 Index

1. Transaction and strategic rationale

2. Financial considerations

3. Franchise overview

4. Additional data

3 1. Transaction and strategic rationale

4 Transaction summary

 €5.249 million up front injection in Banco CAM by the FGD*. €2.800 million committed on 22 July, 2011 and an additional €2.449 million before the closing of the transaction

 €12.5 bn in liquidity support guarantees by the FROB

 Asset Protection Scheme (APS) provided by the FGD, ring-fencing €24.6 bn out of a total exposure of €60.8 bn

* Fondo de Garantía de Depósitos - Spanish equivalent to FDIC. 5 Strategic rationale Initial approach to the transaction

A strong A well-implemented franchise in a geographical area franchise in a which has a sizable contribution to ´s GDP wealthy area

Existing risk CAM took excessive risks, most of them in real estate; required a But the underlying potential of the franchise can be neutralising fully developed by a new owner who identifies these scheme risks well and has support schemes to neutralise them

Banco Sabadell has undertaken a most thorough due Thorough due diligence process. A 170-strong team over a two diligence month period has identified risks with granularity and process precision

Protection The agreed protection scheme neutralises all the scheme risks. Banco Sabadell focus now is to extract the value from the franchise

6 Strategic rationale Market positioning perspective

Top 6 Combined group among the top six Spanish banking banking group groups with total assets of €166 bn

Significant Loans and deposits market share of 6.2% reaching a increase in total number of clients of 5 million market share

Cross selling Significant potential to increase cross selling across potential segments, focused on SMEs and personal banking

In line with Increasing presence in the retail segment in line with CREA targets CREA strategic business plan

Strong local Acquiring a commercial network with strong presence franchise in , Murcia, Valencia and Balearic islands

Improving Despite its nation-wide presence pre-acquisition, geographical Sabadell will improve its geographical balance in balance terms of business and distribution network 7 What the transaction brings to Banco Sabadell

Transformational  A game changing deal which props up market share in loans and deposits and further balances the domestic franchise. The combined group will rank among the top six Spanish banking groups with total assets of €166 bn

Value enhancing

 EPS accretive  Over €300M of annual synergies  Significant reduction of cost of risk  Enhanced strategic franchise

Further risk improvement  APS covers up to €16.6 bn of additional losses*  Scheme neutralises the impact of any loss amount up to 40% of total exposure and covers restructuring costs  Allows for a pro-forma Core Tier 1 ratio of 9%, EBA definition

* €16.6 bn is the result of applying an 80% on the APS €24.6 bn perimeter excluding the €3.9 bn existing provisions 16.6=80%*(24.6-3.9) 8 What Banco Sabadell brings to the transaction

 Stabilising and strengthening the local franchise

 Consolidation and restructuring of the financial sector

 Contribution to the reduction of systemic risk

 Best practice in management and banking operating platform

 Outstanding integration capabilities and track record

9 2. Financial considerations

10 Capital build-up for the transaction

The new group can generate internally up to €2.1bn of new core capital*

Banco Sabadell will tap the markets with a rights issue of up to €1bn

Pro-forma Core Tier 1 for Banco Sabadell post acquisition will meet 9% EBA criteria

Capital ratios pro-forma as of September 2011: Core Tier 1 EBA BS + CAM 9.0% Core BS + CAM 10.2% Capital principal BS + CAM 9.9%

* Assumes conversion of the group’s combined preference shares with full take up. 11 Asset Protection Scheme structure

 Structure of Asset Protection Scheme of €24.6 bn:

€0 – 3.9 bn 100% covered by existing provisions (€3.9 bn)

80% of losses are covered by the FGD; €3.9 – 24.6 bn 20% is assumed by Banco Sabadell

 APS perimeter ring-fences all problematic assets  The scheme protects the losses to arise after recovery, sale or liquidation of assets within the APS. Settlement between buyer and scheme provider will take place once a year

12 Asset Protection Scheme breakdown by risk exposure

Assets covered by the Asset Protection Scheme:

Euros in million Exposure Provisions

Real Estate development and/or construction purposes 11,813 1,765 (exposures above €100,000) Individuals with mortgage guarantees classified as substandard 1,315 124 risk SMEs and self employed (exceeding €200,000) 4,196 191 Write-offs 360 360 Total credit 17,684 2,440 Real Estate assets and shareholdings in RE companies (1) 6,960 1,442 Total 24,644 3,882

Existing provisions + APS + badwill neutralise the impact of any loss amount up to c.40% of total exposure Based on exposure per client and not on a transaction basis. Includes all type of credits regardless of purpose or type of guarantee. The scheme protects the losses to arise after recovery, sale or liquidation of assets within the APS. (1) Real Estate assets and shareholdings in RE companies include all debt and equity financing provided to subsidiaries. APS is defined on a non consolidated basis. Thus, certain assets are booked as credit or loan. 13 Improving portfolio diversification

BS current loan book pro-forma loan book (June 2011) (June 2011)

Other loans Other Other loans Other to 4% to individuals 3% individuals 4% RE Corporates 3% Corporates developers 23% 30% RE 8% developers APS ring- 14% fenced assets 11% SME loans Retail Retail 22% mortgages mortgages 23% 29% SME loans 26%

Pro-forma customer segment profile improves balance and contributes to de-risking

14 Liquidity support guarantees

 €4.8 bn liquidity support for Government-guaranteed issues. Should there be no market 1, FROB will provide the loan  €7.7 bn guarantee of existing ECB facility. Should existing assets become unpledgeable (due to downgrade or others), FROB would provide replacement assets at the same cost as the ECB  The initial cash injection and the APS asset recovery flows will provide additional liquidity Wholesale funding calendar: Total available liquidity sources: 6,391 Up to €34.4 bn 2 5,461 4,914

CAM existing wholesale 2,283 3 1,264 funding: €28.8 bn 823

2011 2012 2013 2014 2015 >2016 1 Market is assumed to be open if at least three entities have issued in the last 2 months using government guarantees and at least one of the issues has been larger than the one contemplated by the issuer. 2 Includes cash injections, liquidity support guarantees and APS. 3 Includes € 21.1 bn of wholesale maturities + €7.7 bn of ECB facility. 15 Synergies

2012e 2013e 2014e

Costs synergies 97 184 247 of which:

Personnel costs 54 102 138

Administrative costs 33 62 83

Amortisation 10 20 26 Revenues synergies 15 46 84 Total Synergies 112 230 331

Net of taxes. Euros in million

16 Banco Sabadell has a solid integration track-record …

Number of months of integration

Banco Banco Sabadell’s 4 2011 Guipuzcoano Mellon “integration engine” 4 2010 United is already set up BBVA 4 2008 and running for this Banco 5 2006 Urquijo transaction; Banco 9 2004 Atlántico implementation of

ActivoBank 10 2002-2003 industrial model has Banco 16 2001-2003 already started Herrero NatWest 24 1996-1998 España Banco de Scheduled 24 1996-1998 integration date is 8th December 2012

“Practice makes perfect” 17 … delivering value for shareholders

Cost cutting capabilities of Banco Synergies achievement Sabadell and its European peers in (% of accumulated cost savings realisation per recent acquisitions / mergers year) (cost synergies as % of target cost base)

46% 45% 47% 41% Average 37% 36% Sabadell 34%34% 33% 2 latest 85% 32% 31% 28% 28% transactions (a) 27% 25% 100% 23% 23% 23% 20%

31% Average recent domestic 67% transactions in Europe (b) 100%

Year 1 Year 2 Year 3 +

(a) Includes acquisitions of Guipuzcoano and Urquijo (b) Includes and Banca Cívica integrations, – Dresdner Credit Agricole – Credit Lyonnais, Hypo Real Estate Holding – Depfa , (a) While Guipuzcoano and Atlántico were retail institutions (as is CAM), Popular – Pastor, Santander - A&L, – Capitalia Banco Urquijo was a entity. 18 Cost synergies

 Synergies will be driven by the following actions:

 Selected branch closures  Implementation of workforce efficiencies in line with Banco Sabadell’s best practice  Creation of a new CAR (Regional Administrative Center) in Eastern Spain  Application of the operational model of Banco Sabadell in CAM’s network (20% more efficient in the use of customer service resources)  Application of Banco Sabadell branch management workflow systems (c.45% time reduction per customer)

Banco Sabadell’s expertise and track-record guarantees seamless execution and delivery 19 3. Franchise overview

20 Franchise & customer potential

 Banco CAM has significant market penetration in individuals and companies in its original territory (Alicante, Murcia and Valencia)

Individuals SMEs and corporates BS CAM BS + CAM BS CAM BS + CAM Alicante 3.1% 44.3% 46.0% 17.5% 50.6% 59.2% Murcia 1.5% 45.4% 46.2% 10.3% 40.1% 46.3% Valencia 2.5% 19.9% 21.9% 15.8% 19.5% 32.2% Balearic / Canary Islands 2.0% 3.2% 5.1% 12.7% 6.5% 18.4% Catalunya/Aragón 7.8% 1.4% 9.1% 34.9% 3.0% 36.9% Centre/North 5.4% 0.7% 6.1% 16.7% 1.4% 17.9% South-west 1.6% 0.4% 2.0% 10.1% 2.1% 12.0%

TOTAL 4.3% 5.2% 9.3% 19.1% 6.3% 24.2%

Numbers refer to % of client share. The total pro-forma number excludes customer overlap between BS and CAM and therefore does not coincide with addition of stand alones. Source: FRS Inmark

21 BS + CAM presence in Spain

147 5 152 119 6 125 29 9 38 5 1 6 23 1 24

9 1 10

401 93 494 61 14 75 26 8 34

174 69 243

116 398 514 38 58 96 3 5 8 18 17 35

22 153 175 122 79 201 27 20 47 BS (1) 1,340 CAM (2) 939 0 1 1 BS + CAM 2,279

(1) Excludes Activo Bank (2)

(2) Excludes international branches (9) BS CAM BS + CAM Data as of June 2011 22 Substantial increase in market share and footprint pro-forma

Market share in loans 1 Market share in deposits 2 (in %) (in %)

6.2% 6.2%

3.7% 3.6%

BS BS+CAM BS BS+CAM Number of clients Domestic branches (million) (in number)

5.0 2,279

2.5 1,340

BS BS+CAM BS BS+CAM 1 Total Net Loans to Customers 2 Deposits including repos 23 As of June 2011 Significant revenue upside potential for CAM vs BS

Net fee & commissions Net commissions/number over ATA (in %) of customers (€/customer)

0.79% 230

0.18% 52

CAM BS CAM BS Life & Pension AuM over Mutual funds AuM over total customer funds (in %) total customer funds (in %)

12.0% 12.1%

7.7%

1.3%

CAM BS CAM BS As of June 2011 24 Customer potential Retail segment

 Significant potential in order to increase customer cross selling: payroll account and insurance

Product penetration (in %)

 Customer deposits 30 Credit card per client at CAM is 26 half the level of

Payroll 23 Banco Sabadell account 20

Life 7  Banco Sabadell to insurance 2 boost its well-

Household implemented payroll 84 insurance / 60 product Mortgages

BS CAM 25 Customer potential SMEs and corporates

 Significant potential to increase business with SMEs and corporates of CAM through Banco Sabadell’s specialised focus

Customer funds over total loans (in %)

10 Developers 6  Customer deposits per client are higher Corporates 68 (>150 M) 14 at Banco Sabadell

Large 60 companies (6 - 16 150M)

62  Banco Sabadell SMEs (1,2 - 6M) 26 brings a significantly

Self-employed, better product offering to 102 small retailers 26 existing SME and and corporate clients of CAM BS CAM 26 4. Additional data

27 B/S and P&L pro-forma

Sabadell Sabadell CAM % CAM Volumes (as of June 2011) + CAM Total assets 95.049 71.297 166.346 42,9% Gross loans to customers 72.435 52.350 124.785 42,0% Customer deposits 50.057 30.010 80.067 37,5% Off-balance sheet funds 18.563 3.400 21.963 15,5% Domestic branches 1.340 939 2.279 41,2% Employees 10.610 6.432 17.042 37,7% Customer loans market share 3,7% 2,5% 6,2% 40,3% Customer deposits market share 3,6% 2,6% 6,2% 41,9%

Sabadell Sabadell CAM % CAM Results (2010 accumulated) + CAM Net Interest Income 1.459 811 2.270 35,7% Gross Operating Income 2.331 1.394 3.725 37,4% Pre-provisions Income 1.136 582 1.718 33,9%

Euros in million 28 Ratios pro-forma

Sabadell Sabadell CAM Ratios (as of June 2011) + CAM

NIM/ATM 1.6% 0.9% 1.3% 1 Cost-to-income ratio 48.7% 87.6% 43.9% 2 Loan-to-deposits 136.3% 174.4% 149.8% 3 RE assets / assets 3.8% 6.6% 2.3% NPL ratio 5.5% 19.0% 10.9% Coverage ratio 45.0% 38.3% >100.0%

1 Includes D&A. Sabadell+CAM data reflects post synergies 2014e. 2 Gross loans to customers / Customers deposits. 3 RE assets for Sabadell+CAM deducts the amount covered by the APS.

29 Liquidity CAM wholesale funding maturities

6,391

1,128 5,461 294 4,914 660 770 2,751 1,000

2,958 254 2,283 15 1,535 403 207 982 1,264 823 200 453 676 1,831 134 1,351 1,609 689 647 588

2011 2012 2013 2014 2015 >2016

Covered bonds State-backed guarantee Senior debt Subordinated debt Schuldscheine Structured repo Securitisation Euros in million Liquidity and transaction APS structure provides up to €34.4 bn* support for wholesale funding

* Includes cash injections, liquidity support guarantees and APS. 30 Market position Assets and loans

Total assets in Spain Gross loans to customer in Spain (June 2011) (June 2011)

BBVA España 300 BBVA España 216

Bankia 285 Bankia 199

CaixaBank 273 CaixaBank 189

Santander España (1) 216 Santander España (1) 181 BS+CAM 166 Sabadell+CAM 125 Popular+Pastor 161 Popular+Pastor 122 Banco Sabadell 95 +Caja España Banco Sabadell 72 80 Duero Novacaixagalicia 56 CatalunyaCaixa 77 CatalunyaCaixa 53 Novacaixagalicia 76

BBK++CajaVital 75 Banca Cívica 53

Banca Cívica 71 CAM 52

CAM 71 Mare Nostrum 51

Euros in billion (1) Includes Red Santander + Banesto BBK+Vital+Kutxa as of December 2010 31 Market position Deposits and AuM

Total customer deposits in Spain Assets under Management (June 2011) (June 2011)

Bankia 159 CaixaBank 43

Santander España (1) 135 BBVA España 39

CaixaBank 131 Santander España (1) 34

BBVA España 121 Sabadell+CAM 22 Popular+Pastor 82 Bankia 21 Sabadell+CAM 80 Banco Sabadell 19 Banco Sabadell 54 Popular+Pastor 13 Novacaixagalicia 52 BBK+Kutxa+Vital 11 Banca Cívica 52 Unicaja+CajaEspañaDuero 9 Mare Nostrum 50 Ibercaja 9 CatalunyaCaixa 42 CatalunyaCaixa 8 CAM 40

CAM 3 Euros in billion (1) Includes Red Santander + Banesto Unicaja+Caja España Duero and BBK+Vital+Kutxa as of December 2010 32 Market position Domestic branches

Number of domestic branches (June 2011)

CaixaBank 5,234

Santander España (1) 4,631 Bankia 3,593 The new group will BBVA España 3,019 significantly increase Popular+Pastor 2,559 its branch capillarity Sabadell+CAM 2,279 in the domestic Unicaja+Caja España Duero 1,821

Banca Cívica 1,423 market*

Banco Sabadell 1,340

BBK+Vital+Kutxa 1,344

CatalunyaCaixa 1,218

CAM 939

(1) Includes Red Santander + Banesto. Unicaja+Caja España Duero and BBK+Vital+Kutxa as of December 2010. * pro-forma figures; excludes streamlining. 33 Transaction timeline structure

2011 2012

Transaction BS management Transaction legal Initial commercial IT platform big announcement interim takeover closing actions: bang merger

Investor education Effective change - Productivity Transaction roadshow of control boost completes - Reputation Merger of recovery commercial - Management management and policies risk control alignment - Integration engine

34 Closing remarks

 A transformational strategic deal for Banco Sabadell

 A value-enhancing transaction that improves risk profile

 Limited integration risk given Banco Sabadell´s integration track record and extensive due diligence

35