REPORT PRESENTED BY THE BOARD OF DIRECTORS OF BANCO DE , S.A. IN CONNECTION WITH ITS PROPOSAL TO THE GENERAL MEETING OF SHAREHOLDERS TO RATIFY AND APPOINT AN EXECUTIVE DIRECTOR, AS REFERRED TO IN MOTION ONE UNDER ITEM THREE ON THE AGENDA OF THE GENERAL MEETING OF SHAREHOLDERS OF BANCO DE SABADELL, SOCIEDAD ANÓNIMA SCHEDULED FOR 26 MARCH 2021, AT SECOND CALL.

The Board of Directors resolved, following a favourable report by the Appointments Committee, to propose the ratification and appointment of Mr. César González-Bueno Mayer Wittgenstein as a member of the Board of Directors for a period of four years, in the category of executive director, in accordance with the provisions of article 50 of the Articles of Association.

The Board of Directors issues this supporting report to accompany that proposal for ratification and appointment in compliance with section 5 of article 529 decies of the Capital Companies Law.

To issue this report, the Board of Directors considered the information and documentation held by Banco de Sabadell, Sociedad Anónima (, the or the Institution) with regard to Mr. César González-Bueno Mayer Wittgenstein and the favourable report issued by the Appointments Committee in accordance with the provisions of section 6 of article 529 decies of the Capital Companies Law Act and in discharging its duties in accordance with article 61 of the Articles of Association, article 14 of the Regulation of the Board of Directors and article 4 of the Regulation of the Appointments Committee, in coherence with section 6 of article 529 decies and section 3.d) of article 529 quindecies of the Capital Companies Law.

The decision to appoint Mr. César González-Bueno Mayer Wittgenstein as an executive director was adopted by the Board of Directors on 17 December 2020 on the basis of a favourable report by the Appointments Committee following an exhaustive process in fulfilment of the Succession Plan for the Chairman and Chief Executive Officer that was approved by the Board of Directors.

He was appointed executive director in order to occupy the position of Chief Executive Officer in place of Mr. Jaime Guardiola Romojaro.

Accordingly, the Appointments Committee advised on the proposal to the General Meeting of Shareholders to ratify that appointment by the Board of Directors. It also advised on the proposal made to the General Meeting of Shareholders to appoint Mr. César González-Bueno Mayer Wittgenstein in compliance with the provisions of section 6 of article 529 decies of the Capital Companies Law.

The Board of Directors found in particular that Mr. César González-Bueno Mayer Wittgenstein has the knowledge and experience required to act as Chief Executive Officer of Banco Sabadell and highlighted in particular his profile with extensive experience in retail banking at the highest executive level, as well as his experience in transformation and modernisation (digitalisation), which are considered suitable for managing and directing Banco de Sabadell, Sociedad Anónima, with the aim of leading the upcoming challenges and the transformation of the Bank.

The Board of Directors has also assessed his prior experience in financial institutions, his knowledge and track record, and the reports provided by external advisors.

Mr. César González-Bueno Mayer Wittgenstein holds a double degree in Law and Business Administration from ICADE in Madrid and an MBA from the Yale School of Management. He is a non-executive director of TSB Bank, Plc and TSB Banking Group Plc, which are subsidiaries of Banco de Sabadell, Sociedad Anónima, and a member of the Board of Trustees of Fundación Ciudad Escuela de los Muchachos.

Mr. César González-Bueno Mayer Wittgenstein's career has been in banking, and he has more than thirty-five years of experience in , in which he has held management positions at the highest level of responsibility, having served for approximately 20 years as Chief Executive Officer (CEO) of various credit institutions that are devoted primarily to retail and direct banking.

Mr. César González-Bueno Mayer Wittgenstein's lengthy track record accredits his extensive practical experience in senior management and governance functions in the banking sector while, at the same time, providing him with organisational and execution skills acquired through the management and direction of large projects in various countries. He was the founder and CEO of ING Direct, N.V. Branch in (1998-2010), General Manager for Spain, France, Italy and of ING Direct, N.V. (2004-2010), Regional Head of Europe at ING Bank (2010-2011), CEO of Novagalicia Banco (now ) (2011-2013), CEO of Gulf Bank (2014-2016) and CEO of ING Spain and (2017-2019).

He has outstanding analytical and innovative skills and is results-oriented, showing great efficiency in setting and achieving objectives, and he has vast experience in strategic transformation. Specifically, he has a solid profile as a CEO built up over an extensive career, with ample capacity to lead and promote teams within his functions; extensive experience in retail banking in Spain and other European markets, with special emphasis on innovating retail products in the digital environment; experience in corporate banking; in-depth experience in digital transformation and disruptive innovation processes since the beginning of his career; extensive experience in efficiency and cost-cutting processes, having obtained excellent results, with a strong focus on results and on value creation; extensive experience in stakeholder relations, in terms of exposure to regulators, investors and capital markets.

Other assets are his experience in managing a group and its subsidiaries, his knowledge of risk management, sound knowledge of finance, and experience in creating capital, both organic and inorganic (M&A). He also has extensive experience as a company director.

The Board of Directors also took account of the fitness and suitability assessment of the director performed by the Appointments Committee for his appointment by co- optation, whose conclusions are still valid, as he meets all the requirements set out in articles 24 et seq. of Law 10/2014, on the regulation, supervision and solvency of credit institutions, and in articles 29 et seq. of Royal Decree 84/2015, of 13 February, implementing that Law, and those in the Joint ESMA and EBA Guidelines on the assessment of the suitability of members of the management body and key function holders (EBA/GL/2017/12) of 26 September 2017.

Therefore, in relation to section 5 of article 529 decies of the Capital Companies Law, given his track record and the fact that he meets all the requirements to qualify, including his professional capacity and suitability for the position, this Board of Directors considers that Mr. González-Bueno has the necessary competency, experience and merits for the positions of executive director and, consequently, it submits the proposal for his ratification and appointment in that position to the General Meeting.

The English version is a translation of the original in Spanish and is provided for information purposes only. In case of discrepancy, the original version in Spanish shall prevail.