MATERIAL DISCLOSURE Pursuant to article 82 of Law 24/ /1988 of 28 July on the Securities Market, Bankia, S.A. submits the full text of the resolutions adopted by shareholders at today s Ordinary General G Meeting, held at first call, concerning the matters included on the agenda announced in Material Disclosure 220.414 of 20 March 2015. It is hereby noted that all the proposed resolutions presented by Bankia, S.A. s Board of Directors were adopted by shareholders at the General Meeting. The above is notified as a material disclosure for all pertinent purposes. Madrid, 22 April 2015 BANKIA, S.A
RESOLUTIONS ADOPTED BY THE ORDINARYY GENERAL MEETING OF SHAREHOLDERS OF BANKIA, S.A. HELDD ON 22 APRIL 2015 1. Approval of Annual Accounts and Management Report for Bankia and its consolidated Group, which were subject to an audit report. Allocation of results. Approval of the corporate management for the year. All of the above in referencee to the year closed 31 December 2014. 1.1. Approval of Individual Annual Accounts and Management Report of Bankia. To approve the annual accounts of Bankia, comprised of the Balance Sheet, Profit and Loss Statement, Statement of Income and Expenses Recognised, Statement of Total Changes in Net Worth, Statement of Cash Flows and Notes to the Annual Accounts, prepared by the Board of Directors, as well as the Management Report, prepared by the same body, corresponding to the financial year closed 31 December 2014. 1.2. Approval of Consolidated Annual Accounts and Management Reportt of the Bankiaa Group. To approve the annual accounts of thee Bankia consolidated group, comprised of the Consolidated Balance Sheet, Consolidatedd Profit and Loss Statement, Consolidated Statement of Changes in Net Worth, Consolidated Statement of Cash Flows and Notes to the Consolidated Annual Accounts, prepared by the Board of Directors, and the consolidated Management Report, prepared by the same body, corresponding to the year y closed 311 December 2014. 1.3. Approval of the corporate management byy the Board of the Company in 2014. To approve the managementt undertaken by the Company's Board off Directors in the year 2014. 1.4. Allocation of results. To approve allocation of the Company's results for the year ended 311 December 2014 as follows: To use the profits obtained by Bankia in the year ended 31 December r 2014, amounting to 773,572,521.56 euros: To fund the legal reserve, in an amount of 77,357,252.16 euros. To distribute a gross dividend of 0.0175 euros per share, in an amount of 201,553,249.52 euros. To offset losses of prior years, in an amount of 494,662,019.88 euros. The aforesaid dividend will be made available to shareholders once the followingg second resolution has been implemented on the date determined and published by thee Board of Directors, by way of the member entities of Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U. (Iberclear) with which the shareholders have deposited their shares. 1 de 53
2. Reductions of capital to adapt the equity structure of the Company. 2.1. Setoff of lossess against issue premium in an amount of 4,054,699,756.40 euros and the legal reserve in an amount of 82,682,927.96 euros, andd subsequent reduction of o share capital by 839,655,088.91 euros, by decreasing the par value of shares of the Company by 7. 29036326177759 cents on the euro to 0.927096367382224 euros per share,, to set off losses based on the balance sheet closed at 31 December 2014. Resulting amendment off article 5 of the Bylaws. Delegation D of authority. I. Application of issue premium and legal reserve to set off losses In view of the individual balance sheet of the Company closed at 31 December 2014, approved by virtue of the resolution adopted under point first section 1.1. of the agenda, and the allocation of results contemplated in section 1.4 thereof, t the Company has the followingg reserves: (i) "issue premium" in an amount of 4,054,699,756.40 euros, (ii) " negative reserves" in an amount of 4,977,037,773.27 euros (which includes the application of results contemplated in section 1.44 of the agenda, whereby an a amount of 494,662,019.88 euros is destined to set off negative results of prior periods); and (iii) "legal reserve" in an amount of 82,682,927.96 euros. Therefore, the total reserves amount to 4,894,354,845.31 euros. The General Meeting resolves to apply all of the aforesaid issue premium in the aforesaid amount a of 4,054,699,756.40 euros, and the total amount of legal reserve in thee aforesaid amount of 82,682,927.96 euros partially to set off the "negative reserves" entry. Once the aforesaid issuee premium and the full amount of the legal reserve are applied to set off the negative reserves, they will amount to 839,655,088.91 euros. II. Reduction of capital of the Company to set off losses l After the setoff of losses occurring by virtue of the preceding section of this resolution, having applied a all of the voluntary reserves to set off losses,, the General Meeting resolves to reduce share capital by the amount of 839,655,088.91 euros, that is, from the current 11,517,328,544.00 euros to 10,677,673,455.09 euros, by decreasing the par value of each of the 11,517,328,54 44 ordinary voting shares currently comprising the share capital, from the current one euro ( 1) per share to 0.927096367382224 euros per share. The purpose of the reduction of capital is to set off the losses off the Company, from prior periods, applying the amount of the reduction of capital to set off the negative reserves in the "negativee results of prior periods" account in an amount of 839,655,088.91 euros. After the proposed reduction of share capital, the negative reserves of the Company will be reduced to 0 euros. The adoption of this resolution equally affects all shares comprising the capital of the Company in proportion to their par value. In accordance with the provisions of articlee 323 of the Corporations Act, A this reduction of capital is based on the individual balance sheet of the Company closed at 31 December 2014, approved by the General Meeting under point first section 1.1 of the agenda, and submitted to verification of the Company's statutory auditor, that is, Ernst & Young, S.L., as appears from the audit report. The aforesaid balance sheet and report of the auditor are attached to the public deed of reduction of capital. By virtue of article 335.a) of the Corporations Act the creditors have h no rightt of opposition to this reduction of capital. As a result, the reduction will be immediately effective by simple decision of the General Meeting, without prejudice to thee provisions stated below regarding the condition precedent to which the resolution is subject. 2 de 53
As a result of this reduction of the par value of the generated that must be allocated to the legal reserve. shares no excess of assets or liabilities will be III. Amendment of article 5 related too share capital To amend article 5 of the bylaws, which in the future will read as follows: "Article 5. SHARE CAPITAL.. 1. The share capital is fixed at ten billion six hundredd seventy seven million six hundred seventy three thousand four hundred fifty five euros and nine cents ( 10,677,673,455.09). IV. 2. It is represented by a single s series and class and a total number of eleven billion fivee hundred seventeen million three hundred twenty eight thousand five hundred forty four (11,517,328,544) shares. 3. The shares have a par value of 0.927096367382224 each. 4. The shares representing the share capital are fully subscribed and paid up." Delegation of authority Without prejudice to the specific delegations of authority contained in the preceding sections (which( are to be understood to have been granted with express authority to delegate d to the bodies and persons specified herein), it is resolved to authorise the Board of Directors, as broadly ass required by law, with express authority to delegatee to the Chairman, to the Chief Executive Officer, to one or more directors, to the Secretary and to the Assistant Secretary, so thatt any of them without distinction may implement this resolution, in particular, by way of illustration and not limitation, being authorised as follows: (i). To expand and develop this resolution, fixing the terms and conditions of the reduction in all respects not contemplated herein. (ii). To take all actions necessary in order to comply with thee requirements established in the Corporations Act, Securities Market Act 24/1988 of 28 July 1988, Royal Decree 116/1992 of 14 February 1992 on representation of securities s by book entries and clearing and settlement of stock market transactions and other applicable rules, including publication of such notices as may be required. (iii). On behalf of the Company to take any action, make any declaration or takee any step that may be required before the Nationall Securities Market Commission (the "CNMV"), Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U. (IBERCLEAR), the Governing Bodies of the Stock Markets, the Securities Clearing and Settlement Servicee and any other agency orr entity or public or private Registry, Spanish S or foreign, related to the reduction of capital covered by this resolution and, in particular, effective fromm the beginning of the trading session determined by it, after execution of the deed of reduction of capital and its registration in the Commercial Registry, for there to be a technical exclusion from trading of the current 11,517,328,5444 shares of Bankia, S.A. having a par value of 1 euro each, and simultaneous admission to trading of the same s numberr of shares having a par value of 0.927096367382224 each on the Madrid, Barcelona, Bilbao and Valencia stock exchanges, through the Exchange Interconnection System. (iv). To amend the article of the Bylaws related to share capital, adapting it to the new capital figure. (v) To draft and publish such notices as may be necessary or appropriate related to this reduction of share capital. 3 de 53
(vi). On behalf of the Company to execute such public or private documents d ass may be necessary or appropriate for the reduction of capital and, in general, to take such actions as may be necessary for the better implementation of thiss resolution and effective reduction of capital. (vii). To correct, clarify, interpret, specify or supplement the resolutions adopted by the General Meeting of shareholders, are those appearing in such deeds or documents as may be executed in implementation thereof and, in particular, such defects, omissions or errors, substantive or formal, as may prevent entry of the resolutions and the consequences thereof in the Commercial Registry, R the Official Registries of the CNMV, or any others. (viii). In general, to take such actions as may be necessary or appropriate to the successful outcome of the reduction of capital. V. Condition precedentt The effectiveness of this resolution reducing capital is subject to the condition precedent consisting of approval of resolutions 2.2 and 2.3 below. 2.2. Reduction of share capital by an amount of 921,386,283.52 euros to increasee the legal reserve, by decreasing the par value off shares by 8 cents on the euro, to 0.847096367382224 euros per share, based on the balance sheet closed at 31 December 2014. Resulting amendment of article 5 of the Bylaws. Delegation of authority. The General Meeting of shareholders of Bankia resolvess to reduce capital to increase the legal reserve of the Company, all in accordance with the terms and conditions set forth below. For purposes of the provisions of this proposed resolution, all capitalised terms that are not expressly defined will have the same meanings as established therefor in the Report of thee directors from which this proposed resolution derives. I. Reduction of capital It is resolved to reduce the share capital of the Company, currently fixed f at 10,677,673,455.09 euros, by the amount of 921,386,283.52 euros, as a result being fixed at 9,756,287,171.57 euros. The purpose of the aforesaid reduction is to increase the Company's legal reserve, without prejudice to the provisions below regardingg the unavailability of the amount to which share capital has been reduced to increase the legal reserve. The reduction of capital is accomplished by decreasing the par value of all of the outstanding shares representing the share capital of the Company, currently fixed at 0.927096367382224 euros, to 0.847096367382224 euros per share; that is, the par value of each of the shares is reduced by 0.08 euros, with the total amount of the reduction of share capital being 921,386,283.59 52 euros. The reduction of capital equally affects all shares, there being no disparate treatment among them. For the purposes contemplated in article 323 of the Corporations Act, it is noted that the balance sheet of the Company serving as the basis for the adoption of this resolution is the onee corresponding to the financial statements closed at a 31 December 2014, verified by the Company's statutory auditor, Ernst & Young, S.L., which is approved by the General Meeting under point first section 1.11 of the agenda. 4 de 53
By virtue of article 335.b) of the Corporations Act the creditors have h no rightt of opposition to this reduction of capital. As a result, the reduction will be immediately effective by simple decision of the General Meeting, without prejudice to thee provisions stated below regarding the condition precedent to which the resolution is subject. The resulting amount of the legal reservee will not exceed 10% of the Company's share capital, after implementation, if any, of point 2.3 of the Agenda. II. Amendment of article 5 related too share capital To amend article 5 of the bylaws, which in the future will read as follows: "Article 5. SHARE CAPITAL.. III. 1. The share capital is fixed at nine billion seven hundred fifty six million twoo hundred eighty seven thousand one hundred seventy one euros and fifty seven cents ( 9, 756,287,171. 57). 2. It is represented by a single s series and class and a total number of eleven billion fivee hundred seventeen million three hundred twenty eight thousand five hundred forty four (11,517,328,544) shares. 3. The shares will have a par value of 0.847096367382224 euros each. 4. The shares representing the share capital are fully subscribed and paid up." Delegation of authority Without prejudice to the specific delegations of authority contained in the preceding sections (which( are to be understood to have been granted with express authority to delegate d to the bodies and persons specified herein), it is resolved to authorise the Board of Directors, as broadly ass required by law, with express authority to delegatee to the Chairman, to the Chief Executive Officer, to one or more directors, to the Secretary and to the Assistant Secretary, so thatt any of them without distinction may implement this resolution, in particular, by way of illustration and not limitation, being authorised as follows: (i). To expand and develop this resolution, fixing the terms and conditions of the reduction in all respects not contemplated herein. (ii). To take all actions necessary in order to comply with thee requirements established in the Corporations Act, Securities Market Act 24/1988 of 28 July 1988, Royal Decree 116/1992 of 14 February 1992 on representation of securities s by book entries and clearing and settlement of stock market transactions and other applicable rules, including publication of such notices as may be required. (iii). On behalf of the Company to take any action, make any declaration or takee any step that may be required before the Nationall Securities Market Commission (the "CNMV"), Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U. (IBERCLEAR), the Governing Bodies of the Stock Markets, the Securities Clearing and Settlement Servicee and any other agency orr entity or public or private Registry, Spanish S or foreign, related to the reduction of capital covered by this resolution and, in particular, effective fromm the beginning of the trading session determined by it, after execution of the deed of reduction of capital and its registration in the Commercial Registry, for there to be a technical exclusion from trading of the current 11,517,328,5444 shares of Bankia, S.A. having a par value of 0.927096367382224 euro each, and simultaneous admission to trading of the same number of 5 de 53
shares having a par value off 0.847096367382224 each on the Madrid, Barcelona, Bilbao and Valencia stock exchanges, through the Exchange Interconnection System. (iv). To amend the article of the Bylaws related to share capital, adapting it to the new capital figure. (v) To draft and publish such notices as may be necessary or appropriate related to this reduction of share capital. (vi). On behalf of the Company to execute such public or private documents d ass may be necessary or appropriate for the reduction of capital and, in general, to take such actions as may be necessary for the better implementation of thiss resolution and effective reduction of capital. (vii). To correct, clarify, interpret, specify or supplement the resolutions adopted by the General Meeting of shareholders, are those appearing in such deeds or documents as may be executed in implementation thereof and, in particular, such defects, omissions or errors, substantive or formal, as may prevent entry of the resolutions and the consequences thereof in the Commercial Registry, R the Official Registries of the CNMV, or any others. (viii). In general, to take such actions as may be necessary or appropriate to the successful outcome of the reduction of capital. IV. Condition precedentt The effectiveness of this resolution reducing capital is subject to the condition precedent consisting of approval of resolutions 2.1 above and 2.3 below. 2.3. Reduction of share capital by an amountt of 542,424,336.37 euros to increase voluntary reserves, by decreasing the par value of shares by 4.7096367382224 cents on the euro, to 0.8 euros per share, based on the balance sheet closed at 31 December 2014. Resulting amendment of article 5 of the Bylaws. Delegation of authority. The General Meeting of shareholders of Bankia resolves to reduce capital to increase the voluntary reserves of the Company, all in i accordancee with the terms and conditions set forthh below. For purposes of the provisions of this proposed resolution, all capitalised terms that are not expressly defined will have the same meanings as established therefor in the Report of thee directors from which this proposed resolution derives. I. Reduction of capital It is resolved to reduce the share capital of the Company, currently fixed at 9,756,287,171.57 euros, by the amount of 542,424,336.37 euros, as a result being fixed at 9,213,862,835.20 euros. The purpose of the aforesaid reduction is to t increase the Company' 's voluntary reserves, without prejudice to the provisions below regarding the unavailability of the amount to which share capital has been reduced to increase the voluntary reserves. The reduction of capital is accomplished by decreasing the par value of all of the outstanding shares representing the share capital of the Company, currently fixed at 0.847096367382224 euros, to 0.80 euros per share; that is, the par value of each of the shares is reduced by 0.047096367382224 euros, with the total amount of the reduction of share capital being 542, 424,336.37 euros. The reduction of capital equally affects all shares, there being no disparate treatment among a them. 6 de 53
As a result of the reduction of capital,, the voluntary and unrestricted reserves are increased to 542,424,336.37 euros, for which reason the creditors of the company are entitled to oppose it as contemplated in articles 334 and a 336 of thee Corporations Act. For the purposes contemplated in article 323 of the Corporations Act, it is noted that the balance sheet of the Company serving as the basis for the adoption of this resolution is the onee corresponding to the financial statements closed at a 31 December 2014, verified by the Company's statutory auditor, Ernst & Young, S.L., which is approved by the General Meeting under point first section 1.11 of the agenda. II. Amendment of article 5 related too share capital To amend article 5 of the bylaws, which in the future will read as follows: III. "Article 5. SHARE CAPITAL.. 1. The share capital is fixed at nine billion two hundred thirteen million eight hundred sixty two thousand eight hundred thirty five euross and twenty cents ( 9,213,862,835.20). 2. It is represented by a single s series and class and a total number of eleven billion fivee hundred seventeen million three hundred twenty eight thousand five hundred forty four (11,517,328,544) shares. 3. The shares will have a par value of eighty cents on the euro (0.80) euros each. 4. The shares representing the share capital are fully subscribed and paid up." Delegation of authority Without prejudice to the specific delegations of authority contained in the preceding sections (which( are to be understood to have been granted with express authority to delegate d to the bodies and persons specified herein), it is resolved to authorise the Board of Directors, as broadly ass required by law, with express authority to delegatee to the Chairman, to the Chief Executive Officer, to one or more directors, to the Secretary and to the Assistant Secretary, so thatt any of them without distinction may implement this resolution, in particular, by way of illustration and not limitation, being authorised as follows: (i). To expand and develop this resolution, fixing the terms and conditions of the reduction in all respects not contemplated herein. (ii). To take all actions necessary in order to comply with thee requirements established in the Corporations Act, Securities Market Act 24/1988 of 28 July 1988, Royal Decree 116/1992 of 14 February 1992 on representation of securities s by book entries and clearing and settlement of stock market transactions and other applicable rules, including publication of such notices as may be required. (iii). On behalf of the Company to take any action, make any declaration or takee any step that may be required before the Nationall Securities Market Commission (the "CNMV"), Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U. (IBERCLEAR), the Governing Bodies of the Stock Markets, the Securities Clearing and Settlement Servicee and any other agency orr entity or public or private Registry, Spanish S or foreign, related to the reduction of capital covered by this resolution and, in particular, effective fromm the beginning of the trading session determined by it, after execution of the deed of reduction of capital and its registration in the Commercial Registry, for there to be a technical exclusion from trading of the current 11,517,328,5444 shares of Bankia, S.A. having a par value of 0.847096367382224 euro each, and simultaneous admission to trading of the same number of shares having a par value of 0.80 each onn the Madrid, Barcelona, Bilbao and Valencia stock exchanges, through the Exchange Interconnection System. 7 de 53
(iv). To amend the article of the Bylaws related to share capital, adapting it to the new capital figure. (v). To draft and publish such notices as may be necessary or appropriate related to this reduction of share capital. (vi). On behalf of the Company to execute such public or private documents d ass may be necessary or appropriate for the reduction of capital and, in general, to take such actions as may be necessary for the better implementation of thiss resolution and effective reduction of capital. (vii). To correct, clarify, interpret, specify or supplement the resolutions adopted by the General Meeting of shareholders, are those appearing in such deeds or documents as may be executed in implementation thereof and, in particular, such defects, omissions or errors, substantive or formal, as may prevent entry of the resolutions and the consequences thereof in the Commercial Registry, R the Official Registries of the CNMV, or any others. (viii). In general, to take such actions as may be necessary or appropriate to the successful outcome of the reduction of capital. IV. 3. Fixing of option. Condition precedentt The effectiveness of this resolution reducing capital is subject to the condition precedent consisting of approval of resolutions 2.1 and 2.2 above. 3.1. Fixing of the number of members of the Board of Directors. It is resolved to fix the numberr of members of the Board of Directors of o the Company at 11. 3.2. Ratification of the appointment of Mr. Antonio Ortega Parra. the number of members of the Boardd of Directors. Ratificationn of the Directors appointed by co In fulfilment of the applicable legal and bylaws rules, it is resolvedd to ratify the appointment of Mr. Antonio Ortega Parra as a Director with status as an "Executive Director", in accordance with the report of the Appointments and Remuneration Committee, having been appointed by co option by virtue of a resolution adopted by the Board of Directors at its meeting held on 25 June 2014. At that meeting the new Director expressly stated his acceptance and joined the Board of Directors, the end of his term of office being the date corresponding to the position of the member he replaces, Mr.. Francisco Verdú Pons. 4. Approval of amendment of the following articles of the Bylaws: article 21 (distribution of authority); article 23 (call of the general meeting); article 23 bis (information prior to the general meeting); article 25 (remote proxies and attendance at the general meeting); article 27 (quorum for the general meeting); article 31 (manner of adopting resolutions); article 322 (adoption of resolutions); article 36 bis (non delegable responsibilities of the board); article 38 (kinds of directors); article 39 (term of office) ); article 40 (subjective conditions for the position of director); article 41 (meetings of the board of o directors); article 42 (adoption of resolutions by the board of directors); article 44 (positions on and committees of the board of directors); article 45 (executive committee); article 46 (audit and compliance committee); article 47 (appointments committee); article 47 bis (remuneration committee); article 48 (board risk committee); article 49 (remuneration of directors); article 50 (transparency of the remuneration scheme); article 51 (annual corporate governancee report); article 52 (website); article 54 (approval and filing of the annual accounts), as well as introductionn of article 47 quáter (risk advisory committee) in order to introduce certain improvements of a technical nature and adapt to Act 10/2014 of 26 Junee 2014 on Governance, Supervision 8 de 53
and Solvency of Credit Institutions, as well as the amendments of the Corporations C Act introduced by Act 31/2014 of 3 December 2014 amending the Corporations Act to improve Corporate C Governance. After the required report from the Board of Directors, resolving to amend the following articles: article 21 (distribution of authority); article 23 (call of the general meeting); article 23 bis (information prior to the general meeting); article 25 (remote proxies and attendancee at the general meeting); article 27 (quorum for the general meeting); article 31 (manner of adopting resolutions); article 322 (adoption off resolutions); article 36 bis (non delegable responsibilities of the board); article 38 (kinds of directors); article 39 (term of office); article 40 (subjective conditions for the position of director); article 41 (meetings of the board of directors); article 42 (adoption of resolutions by the board of directors); article 44 (positions on o and committees of the board of directors); article 45 (executive committee); article 46 (audit and compliance c committee); article a 47 (appointments committee); article 47 bis (remuneration committee); article 48 (board risk committee); article 49 (remuneration of directors); article 50 (transparency of the remuneration scheme); article 51 (annual corporate governancee report); article 52 (website); article 54 (approval and filing of the annual accounts), as well as introduction of article 47 quáter (risk advisory committee) in orderr to introducee certain improvements of a technical nature and adapt to Act 10/2014 of 26 June 2014 on Governance, Supervision and Solvency of Credit Institutions, as well as the amendments of the Corporations Act introduced by Act 31/2014 of 3 December 2014 amending the Corporations Act to improve Corporate Governance. Pursuant to the provisions of Royal Decree 84/2015 of 13 February 2015, developing Act 10/2014 of 26 June 2014 on governance, supervision and solvency of credit institutions, the proposed amendments to the Bylaws are subject to obtaining the administrative authorisation envisaged in article 10.1 of the said Royal Decree. This is unless such authorisation is not necessary in accordance with the provision itself. The purpose of the foregoing amendments is to introduce certain improvements of a technical nature that are deemed to be beneficial to organisation and administrationn of the Company, and too adapt to the Act on Governance, Supervision and Solvency of Creditt Institutions, as well as the amendments of the Corporations Act introduced by Act 31/2014 of 3 December 2014 amending the Corporations Act for the improvement of Corporate Governance, which must be reflected in the Bylaws. The aforesaid articles of the Bylaws will be submitted to a vote in the following groups off articles: 4.1. Amendment of the articles related to Operation of the General Meeting Article 21. Distribution of Authority 1. The general meeting has authority to decide regarding all matters attributedd to it by law or these bylaws. In particular, merely by way of example, it has authority: a) to appoint and remove directors, and ratify or revoke temporary appointments of directors made by the board itself; b) to appoint and remove the liquidators and statutory auditors; ; c) to approve the annual accounts, the allocation of results, and corporate management, and if applicable also to approve the consolidated annual accounts; d) to resolve to distribute dividends; e) to resolve the issue debentures or other analogous debt instruments; f) to resolve to increasee or decrease capital and issue securities convertible to or exchangeable for shares; 9 de 53
g) to resolve the merger, splitup, transformation, bulk transfer of assets andd liabilities and transfer of registered office abroad; h) i) j) to approve the Regulation of the functioning of the General Meeting; M to resolve the amendment of the bylaws; to authorise the board of directorss to increase capital and issue debentures or other analogous a debt instruments in accordance with the provisions of applicable legislationn and these bylaws; k) l) to authorise the acquisition of ownn shares; to resolve to list the Company's shares on any organised secondary market; m) the transfer of essential activitiess until then undertaken by b the company itself to subsidiary companies, even if the t Companyy maintains full ownership thereof. The essential nature of activities will be presumed when the volume of the transaction exceeds twenty five percent of the total assets on the balance sheet; n) to approve, if applicable, the acquisition, disposition or contribution too another company of essential assets. The essential nature of the asset will be presumed p when the amount of the transaction exceeds twenty five percent of the value of the assets appearing on the last approved balance sheet; o) to resolve the winding up of the Company, approve the final liquidation balance sheet as well as transactions the effect of which is equivalent to liquidation off the Company; p) to decidee on matters submitted to it by resolution of the board of directors; q) to decide on the elimination of, or restrictions on, preferential subscription rights, notwithstanding the possibility of delegation to the directors on the legallyy established terms. t r) to approve the director remuneration policy, in accordance with w the provisions of applicable law, as well as to decide on the application of remuneration systems involvingg the deliveryy of shares or rights in respect off such shares,, as well as any other remuneration system that is indexed to the stock market value, regardless of the beneficiary of such systems; s and s) to issue, in accordance with the Corporations Act, instructions to the Boardd of Directors or submit to its authorisation the adoption by the board of directors of decisions orr resolutions on certain management matters. 2. Authority not attributed to the general meeting by law l or these bylaws corresponds to the board of directors. Article 23. Call of general meeting 1. Call of the general meeting corresponds to the board of directors in accordancee with the provisions of applicable legislation. The notice of the call will be disseminated at least by way of publication in the Official Gazette of the Mercantile Register, on the Company's website (www.bankia.com), and on the website of the National Securities Market Commission, at least one month prior to the date set for the meeting. It will state the date by which a shareholderr must have registered its shares in its name in order to participate in voting at the general meeting, in accordance with article 24 of these articles, the place and manner of obtaining the full text of the documents and proposed resolutions, and the URL of the company's c 10 de 53
website on which the information will be available. The notice will include thee legally contemplated steps the shareholders must follow to participate and vote in the general meeting. Extraordinary General Meetings may be called with prior notice of at least fifteen days, provided that the preceding Ordinary General Meeting has so provided by resolution approved by two thirds of the subscribed voting capital. 2. Shareholders representing at least three percent of share capital may, onlyy for ordinary general meetings, request that a supplement to the call of the meeting be b published including one or more points on the agenda. For these purposes, the shareholder must indicate the number of shares it owns or represents. This right must be exercised by certifiable notice to be received at the registered office within the five days following publication of the call, the new points presented by the shareholders necessarily being accompanied by an explanation or, if applicable, a proposed resolution with an explanation. The supplement to the call must be published at least fifteen dayss before the scheduled meeting date. 3. Also, shareholders representing at least three percent of capital may, within the same term ass required in the preceding subsection, present supported proposed resolutions regarding matters already included or that should be included on the agenda for the meetingg called. The Company must ensure that these proposed resolutions and the attached documentation, if any, are circulated among the other shareholders. Article 23 bis. Information priorr to the general meeting From publication of the call to the t holding off the Meeting, the company on its website will make available to the shareholders, inter alia, the following information: a) b) c) d) e) f) Notice of call Total number of shares and a voting rights on the date of the call, broken downn by classes off shares. Documents that must be presented to the General Meeting, inn particular the reports of directors, statutory auditors and independent experts. Complete text of the proposed resolutions, regarding each and every onee of the points on the agenda or, as regards those pointss that are of a merely informative nature, a report of the competentt bodies, commenting on each of those points, including any y proposed resolutions presented by the shareholders. In the case of appointment, ratification or re election of a director, his identity, CV statingg the type of director, and the relevant committee s report or proposal,, In the case of a legal person, the information must include information on the individual that is to be appointed for permanent exercise of the functionss inherent in the position. Forms thatt are to be used to vote through proxies or remotely. Article 25. Remotee proxies and attendance at general meeting 11 de 53
1. Every shareholder may be represented at the general meeting by another person, even if not a shareholder, by complying with the requirements and formalities established in these bylaws and, if applicable, by law. Individual shareholders who are not in full exercise of their civil rights r and shareholders that are legal persons may be represented by those exercisingg legal representation thereof, duly accredited. In any event, without prejudice to the right r of a shareholder to appoint a proxy, replacement of the proxy by a thirdd person is prohibited. In addition, proxies may be granted g by distance communication means that meet the requirements set forth in these Bylaws and the law. 2. In addition, any shareholderr will be entitled to online attendance at general meetings by wayy of online resources duly guaranteeingg the identityy of the shareholder, as specified in Article 31 below, on the terms of the General Meeting Regulations. 3. Proxies are always revocable. Attendance at the general meeting by the represented shareholder, whether personally or by that shareholder's having cast a remote vote, will constitute revocation of the proxy granted, whatever the date thereof. 4. When proxies are granted or notice thereof is given to the Company remotely, they will only be valid if made: a) by in person or mailed delivery to the Company of the attendance card and the proxy, duly signed, or by other written means that, in the judgment of the boardd of directorss stated in a resolution adopted for that purpose, allows due verification of the identity of the shareholder granting the proxy and of the proxy appointed, orr b) by way of electronic correspondence or communication withh the Company, to which electronic copies of the attendance card andd proxy are attached, specifying the proxy granted and the identity of the grantor of the proxy, and incorporating the electronic signature or other kind of identification of the shareholder granting the proxy, on the terms set by the board of directors. 5. Shareholders may establish and be part of Associations of Shareholders of the company provided that they comply with all the legal requirements for their creation and operation. Article 27. Quorum for general meeting 6. Except as provided in section 3 of this Article 27, there will be a quorum forr the general meeting, whether ordinary or extraordinary, on first or second call when the shareholders s present or represented hold the percentage of voting capital established by law. 7. In particular, if the Meeting is called uponn to deliberatee on amendments to the Bylaws, including capital increases and decreases, on the transformation, merger, spin off, bulk assignment of assets and liabilities and the transfer of the registered office abroad, on the issue of debentures or on the elimination of, or restrictions on, preferential subscription rights, it will be necessary, on first call, for shareholders representing att least fifty percent of the subscribed voting capital too be present. If there is not a sufficient quorum, the general meeting will be held on secondd call, it beingg sufficient that twenty general five percent of the aforesaid capital be in attendance. 8. If, in order to adopt a resolution validly as regards one or more points p on the agenda of the meeting, the attendance of a specific quorum is required by applicable regulations or these bylaws, and that quorum is not achieved, the agenda will be reduced to the other points thereof not requiring the indicated quorum to validly adopt a resolutions. 9. Without prejudice to the provisions of thee preceding section, the general meetingg will be understood to be validly held on a universal basis to consider any matter, without need n of a prior call, provided that all share capital is present in person or by proxy and those attending unanimously accept the holding of the meeting. 12 de 53
The universal meeting may be held at any place within Spanish territory or abroad. 10. Absences occurring after a quorum has been established for a general g meeting will not affect the holding thereof. 11. To validly establish a quorum for a meeting, even if it is held on a universal basis, it will not be necessary for the directors of the Company to attend, without prejudice to their duty as contemplated byy law. Article 31. Manner of adopting resolutions 12. Each of the matters on the agenda will bee voted on individually. Notwithstanding g the foregoing, matters must be voted on separatelyy if they are substantially independent of each other. In any event, even if they appear in the same point of the agenda, the following must be voted on separately: (i) the appointment, ratification, re election or removal of directors and (ii) in the amendment of the bylaws, that of each article or group of articles that are independent of each other. Nevertheless, the chairman of the meeting may determine that proposals corresponding to t various points on the agenda will be voted on together, in which case the result of votingg will be understood to be individually reproduced for each proposal, if none of those inn attendance states its intention to change its vote in respect of any of them. Otherwise, the minutes will reflect the changes of votes stated by each of those in attendance, and the result of the voting corresponding to each proposal as a a result thereof. 13. The chairman will lead the meeting and will submit the matters on the agenda for deliberation as they appear thereon, and will lead the debate in order for the meeting to proceed in ann orderly manner. 14. The chairman of the general meeting has authority to specify the system of voting he deems to be most appropriate, and lead the corresponding process. He may be assisted a for that purpose by such scrutineers as he freely appoints. In particular, the chairman may decide that voting will be by a show of hands. If theree is no objection, a resolution may be deemed to have been adopted by unanimous consent. 15. Voting will always be public. 16. The vote on proposals regarding points included in the agenda may be delegatedd by the shareholder by mail or electronic correspondence or byy any other remote method of communication, provided the identity of the person delegating its votingg right and the security of the t electronic communications. In order to cast votes by mail, shareholders must complete the corresponding section of the attendance card provided to them, and arrange for it t to reach the Company's domicile before midnight off the third day prior the day set for holding the meeting on first call. 17. Without prejudice to the provisions of the preceding sections, resolutions may be adopted by the general meeting using any remote meanss of communication, provided that the identity of those voting and the integrity of the sense of their votes are duly guaranteed, and no shareholder opposes so proceeding. The Company may authorisee remote attendance at the meeting byy way of simultaneous remote resources and the issue of remote electronic votes during the t holding off the meeting, in which case these matters will be governed by thee provisions of the general meeting regulations. The general meeting regulations may delegate the regulation of all necessary procedural matters to the board of directors, such regulation to respect the law, the articles and the meetingg regulations.. 13 de 53
18. Under the circumstances referred to in section 5 above, the directors may stipulate that the addresses and proposals of resolutions that, in accordance with the law, are intended too be submitted by the persons who will attend by online meanss must be submitted to thee Company forty eight hours before the meeting is held. 19. Answers to shareholders exercising theirr information right during the meeting, if it is not possible to meet the shareholder's request at that time, will be given in writing during the seven days following the end of the meeting. 20. Shareholders that are entitled to attend may vote on proposals concerning itemss on the agenda of any General Meeting by way of: a) b) in person or mailed delivery to thee Company of the attendance card and the proxy, duly signed, or by other written means that, inn the judgment of the board of directorss stated in a resolution adopted for that purpose, allows due verification of the identity of the shareholder casting the vote, or electronic correspondence or communication with the Company, to which electronic copies of the attendance card and a vote are attached, containing the electronic e signature or other form of identification of the shareholder, on the terms set by the Board of Directors in a resolution adopted for that purpose to give this system of voting appropriate guarantees of authenticity and identification of the shareholder casting the vote. 21. To be valid, a vote cast using any of the aforesaid resources must be received by the Company at the corporate headquarters or, if applicable,, at the address specified in the call off the General Meeting, before midnight on the third day prior to the date set for holding the Meeting on first call. In the resolution calling the Meeting in question, the Board of Directorss may reducee the aforesaid period, publicising it as it would the notice of the call. 22. Shareholders casting remotee votes, on the terms indicated in this article, will be deemed to be present for purposes of the quorum for the meeting in question. As a result, appointments of proxiess made by them before the vote will be deemed to be revoked, and proxies granted subsequently will be taken not to have been extended. 23. A remote vote referred to in this article will be invalidated by physical attendance of the shareholder that cast it at the meeting orr transfer of the shares known to the Company. 24. The board of directors may develop the foregoing provisions, establishing e the instructions, rules, measures and procedures for documenting the casting of votes andd grant of proxies by remote means, in accordance with the state of the art and, if applicable, the regulations issued for this purpose and the provisions of these bylaws. Further, the board of directors, to avoidd possible duplication, mayy adopt the measures necessary to ensure that one casting a remote vote or remotely appointing a proxy is duly authorised to do so under the provisions of these bylaws. The procedural rules adopted by the board of directors by virtue of the provisions of this section will be published on the Company's website. 25. The general meeting regulations may provide that the board of directors has authority, while respecting r the law, to regulate the bylaws and the meeting regulations, as regards all necessary procedural matters, inter alia including the minimumm time in advance of the meeting m by which a connection must be established in order to consider a shareholder to be in attendance, thee procedure and rules applicable for shareholderss attending remotely to exercise their rights, thee time in advance of constitution of the meetingg by which any submissions and proposed resolutions those attending 14 de 53
remotely wish to formulate must be sent, the identification requirements imposed on those attending remotely and the treatment thereof within the schemee for preparingg the list of those in attendance. Article 32. Adoption of resolutions 26. With the exception of matters for which the law establishes a qualified majority, the majority necessary to adopt a resolution, on both first and second call, will be a simple majority of the votes of shareholders present at the meeting, in person or by proxy, so thee resolution will be deemed to have been adopted when there are a more votes in favour than against from f those present in person or by proxy at the general meeting. 27. Those attending the general meeting will be entitled to one vote for each share they hold or represent. r Non voting shares will have this t right under the circumstances contemplated by law A shareholder of the company will be inn a situation of conflict off interest andd may not exercise the voting right corresponding to its shares when the purpose of the resolution to be adopted is: a) to release an obligation of or grant a right to the aforesaid shareholder; b) to provide the aforesaid shareholder with any kind of financial assistance, including extending guarantees in its favour; or c) to excuse the aforesaid shareholder from the obligations deriving from thee duty of loyalty legally established for directors. 28. Once the resolution has been submitted to vote and the votes have been tabulated, the chairman will declare the result, if applicable stating that the resolution has been validly v adopted. a) The resolutions adopted and the results of votes will be published on the Company's website on the terms contemplated by law. b) For each resolution submitted to voting of the general meeting, the following must be determined: the number of shares in respect of which valid votes v have been cast, the proportion of share capital represented by those votes, the total number of valid votes, the number of votes for and against each resolution r and, if applicable, the numberr of abstentions. 4.2. Amendment of the articles related to ruless of operation and responsibilities of thee Board of Directors Article 36 bis. Non delegable Responsibilitiess of the Board 1. Without prejudice to the responsibilitier es acknowledged in these Bylaws, the board of directors shall have the following non delegable responsibilities: a) The approval of the strategic or business plan, as well as the managementt objectives and annual budget, the investment and financing policy, the corporate social responsibility policy and the dividendd policy, assuming responsibility for administration and management of the Company and overseeing the application of its strategic objectives, its risk strategy and itss internal governance. b) The determination of the general strategies and policies of the Company, in particular the policy for control and management of risk, including tax risk, and supervision s off the internal reporting 15 de 53