1

CAM Transaction

December 2011

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Disclaimer

Banco Sabadell 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 Banco Sabadell 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.

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1. Transaction and strategic rationale

2. Financial considerations

3. Franchise overview

4. Additional data

Index

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1. Transaction and strategic rationale

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Transaction summary

* Fondo de Garantía de Depósitos - Spanish equivalent to FDIC.

�€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.

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Strategic rationaleInitial approach to the transaction

A strong franchise in a wealthy area

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

Thorough due diligence process

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

Existing risk required a

neutralising scheme

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

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

Protection scheme

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Strategic rationaleMarket positioning perspective

Top 6 banking group

Cross selling potential

Strong local franchise

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

Acquiring a commercial network with strong presence in Alicante, Murcia, Valencia and Balearic islands

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

Significant increase in

market share

In line with CREA targets

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

Improving geographical

balance

Despite its nation-wide presence pre-acquisition, Sabadell will improve its geographical balance in terms of business and distribution network

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

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What the transaction brings to Banco Sabadell

� 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

� EPS accretive

� Significant reduction of cost of risk

� 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

Further risk improvement

Value enhancing

Transformational

� Over €300M of annual synergies

� Enhanced strategic franchise

* €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)

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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

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2. Financial considerations

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Capital build-up for the transaction

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

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

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

Core Tier 1 EBA BS + CAM 9.0%Core BS + CAM 10.2%Capital principal BS + CAM 9.9%

Capital ratios pro-forma as of September 2011:

* Assumes conversion of the group’s combined preference shares with full take up.

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Asset Protection Scheme structure

100% covered by existing provisions (€3.9 bn)

80% of losses are covered by the FGD;20% is assumed by Banco Sabadell

� Structure of Asset Protection Scheme of €24.6 bn:

€0 – 3.9 bn

€3.9 – 24.6 bn

� 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

� APS perimeter ring-fences all problematic assets

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Asset Protection Scheme breakdown by risk exposure

Assets covered by the Asset Protection Scheme:

Exposure Provisions

Real Estate development and/or construction purposes (exposures above €100,000)

11,813 1,765

Individuals with mortgage guarantees classified as substandard risk

1,315 124

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 companie s (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.

Euros in million

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Improving portfolio diversification

BS current loan book(June 2011)

pro-forma loan book(June 2011)

Other4%

Other loans to

individuals3%

RE developers

14%

Retail mortgages

23%

SME loans26%

Corporates30%

Other3%

Other loans to individuals

4%RE

developers8%

APS ring-fenced assets11%

Retail mortgages

29%

SME loans22%

Corporates23%

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

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Liquidity support guarantees

� €4.8 bn liquidity support for Government-guaranteed issues. Should there be no market1, 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

CAM existing wholesale

funding: €28.8 bn 3

Total available liquidity sources: Up to €34.4 bn 2

Wholesale funding calendar:

823

6,391

2,283

4,914

1,264

5,461

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.

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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

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Banco Sabadell has a solid integration track-record …

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24

16

10

9

4

4

5

4

Banco de

Asturias

NatWest

España

Banco

Herrero

ActivoBank

Banco

Atlántico

Banco

Urquijo

BBVA Miami

Mellon

United

Banco

Guipuzcoano

1996-1998

1996-1998

2001-2003

2002-2003

2004

2006

2011

2010

Number of months of integration

2008

“Practice makes perfect”

Banco Sabadell’s “integration engine”

is already set up and running for this

transaction; implementation of

industrial model has already started

Scheduled integration date is8th December 2012

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47%

31%

85%

67%

100%

100%

AverageSabadell 2 latest

transactions (a)

Average recent domestic

transactionsin Europe (b)

Year 1 Year 2 Year 3 +

… delivering value for shareholders

46%45%

41%

37%36%34%34%33%32%31%

28%28%27%25%

23%23%23%20%

Cost cutting capabilities of Banco Sabadell and its European peers in recent acquisitions / mergers (cost synergies as % of target cost base)

Synergies achievement (% of accumulated cost savings realisation per year)

(a) While Guipuzcoano and Atlántico were retail institutions (as is CAM), Banco Urquijo was a private banking entity.

(a) Includes acquisitions of Guipuzcoano and Urquijo(b) Includes Bankia and Banca Cívica integrations,

Commerzbank – Dresdner Credit Agricole – Credit Lyonnais, Hypo Real Estate Holding – Depfa Bank, Popular – Pastor, Santander - A&L, Unicredit – Capitalia

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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

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3. Franchise overview

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Franchise & customer potential

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

BS CAM BS + CAM BS CAM BS + CAMAlicante 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%

SMEs and corporatesIndividuals

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

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BS + CAM presence in Spain

27 20 47122 79 201

3 5 8

22 153 175

116 398 514 38 58 96

401 93 494

18 17 35

174 69 243

26 8 3461 14 75

23 1 2429 9 38

9 1 10

119 6 125

5 1 6

147 5 152

0 1 1

BS CAM

1,340

939

2,279

BS + CAM

BS + CAM

CAM (2)

BS (1)

(1) Excludes Activo Bank (2)

(2) Excludes international branches (9)

Data as of June 2011

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Domestic branches(in number)

2,279

1,340

BS BS+CAM

Number of clients(million)

5.0

2.5

BS BS+CAM

Market share in loans 1

(in %)

6.2%

3.7%

BS BS+CAM

Substantial increase in market share and footprint pro-forma

1 Total Net Loans to Customers2 Deposits including reposAs of June 2011

Market share in deposits 2

(in %)

6.2%

3.6%

BS BS+CAM

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Net fee & commissions over ATA (in %)

0.79%

0.18%

CAM BS

Mutual funds AuM over total customer funds (in %)

12.1%

1.3%

CAM BS

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

12.0%

7.7%

CAM BS

Net commissions/number of customers (€/customer)

230

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CAM BS

Significant revenue upside potential for CAM vs BS

As of June 2011

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Customer potentialRetail segment

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

Product penetration(in %)

� Customer deposits per client at CAM is half the level of Banco Sabadell

� Banco Sabadell to boost its well-implemented payroll product

BS CAM

2

60

26

20

84

30

23

7

Householdinsurance /Mortgages

Lifeinsurance

Payrollaccount

Credit card

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Customer potentialSMEs and corporates

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

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26

16

14

6

102

62

60

68

10

Self-employed,small retailers

and

SMEs (1,2 - 6M)

Largecompanies (6 -

150M)

Corporates(>150 M)

Developers

Customer funds over total loans(in %)

� Customer deposits per client are higher at Banco Sabadell

� Banco Sabadell brings a significantly better product offering to existing SME and corporate clients of CAM

BS CAM

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4. Additional data

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B/S and P&L pro-forma

Euros in million

Volumes (as of June 2011)Sabadell CAM

Sabadell + CAM

% 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%

Results (2010 accumulated)Sabadell CAM

Sabadell + CAM

% 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%

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Ratios pro-forma

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.

Ratios (as of June 2011)Sabadell CAM

Sabadell + CAM

NIM/ATM 1.6% 0.9% 1.3%

Cost-to-income ratio148.7% 87.6% 43.9%

Loan-to-deposits2136.3% 174.4% 149.8%

RE assets / assets33.8% 6.6% 2.3%

NPL ratio 5.5% 19.0% 10.9%

Coverage ratio 45.0% 38.3% >100.0%

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6891,351

6471,609

588

1,831

2,9581,535

660

453

403

294

1,000

1,128

982

770

676

2,751

207

15

200

254

134

2011 2012 2013 2014 2015 >2016

Covered bonds State-backed guarantee Senior debt Subordinated debtSchuldscheine Structured repo Securitisation

LiquidityCAM wholesale funding maturities

823

6,391

2,283

4,914

1,264

5,461

* Includes cash injections, liquidity support guarantees and APS.

Liquidity and transaction APS structure provides up to €34.4 bn* support for wholesale funding

Euros in million

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Market positionAssets and loans

Total assets in Spain(June 2011)

Gross loans to customer in Spain(June 2011)

Euros in billion(1) Includes Red Santander + BanestoBBK+Vital+Kutxa as of December 2010

71

71

75

76

77

80

95

161

166

216

273

285

300

CAM

Banca Cívica

BBK+Kutxa+CajaVital

Novacaixagalicia

CatalunyaCaixa

Unicaja+Caja EspañaDuero

Banco Sabadell

Popular+Pastor

BS+CAM

Santander España (1)

CaixaBank

Bankia

BBVA España

51

52

53

53

56

72

122

125

181

189

199

216

Mare Nostrum

CAM

Banca Cívica

CatalunyaCaixa

Novacaixagalicia

Banco Sabadell

Popular+Pastor

Sabadell+CAM

Santander España (1)

CaixaBank

Bankia

BBVA España

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Market positionDeposits and AuM

Total customer deposits in Spain(June 2011)

Assets under Management(June 2011)

Euros in billion(1) Includes Red Santander + BanestoUnicaja+Caja España Duero and BBK+Vital+Kutxa as of December 2010

40

42

50

52

52

54

80

82

121

131

135

159

CAM

CatalunyaCaixa

Mare Nostrum

Banca Cívica

Novacaixagalicia

Banco Sabadell

Sabadell+CAM

Popular+Pastor

BBVA España

CaixaBank

Santander España (1)

Bankia

3

8

9

9

11

13

19

21

22

34

39

43

CAM

CatalunyaCaixa

Ibercaja

Unicaja+CajaEspañaDuero

BBK+Kutxa+Vital

Popular+Pastor

Banco Sabadell

Bankia

Sabadell+CAM

Santander España (1)

BBVA España

CaixaBank

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939

1,218

1,344

1,340

1,423

1,821

2,279

2,559

3,019

3,593

4,631

5,234

CAM

CatalunyaCaixa

BBK+Vital+Kutxa

Banco Sabadell

Banca Cívica

Unicaja+Caja España Duero

Sabadell+CAM

Popular+Pastor

BBVA España

Bankia

Santander España (1)

CaixaBank

Market positionDomestic branches

Number of domestic branches (June 2011)

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

The new group will significantly increase its branch capillarity

in the domestic market*

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Transaction timeline structure

Transaction announcement

2011 2012

Initial commercialactions:

- Productivity boost

- Reputation recovery

- Management policies alignment

- Integration engine

Transaction legal closing

Effective change of control

Merger of commercial management and risk control

IT platform big bang merger

Transaction completes

BS management interim takeover

Investor education roadshow

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Closing remarks

� A transformational strategic deal for Banco Sabadell

� A value-enhancing transaction that improves risk profile

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