Criteria's shareholders approve the transformation of the company

• · Criteria's share price has risen 53.6% since January 1, 2010, the highest of the entire IBEX 35. · The first quarterly dividend payment under the new shareholder remuneration policy will be put in motion in June. · Criteria welcomes a new director, Juan José López Burniol, to its Board.

At the Annual General Meeting of Criteria CaixaCorp, the financial and industrial investment group of which "la Caixa" is the core shareholder, Chairman Isidro Fainé laid out the plans for reorganization of the "la Caixa" group and the creation of CaixaBank. The new bank will be listed on the Spanish stock exchange as of July 1, 2011 and is set to become the eurozone's 10th-largest financial institution in terms of market capitalization once the requisite authorizations are secured. The reorganization was overwhelmingly backed by Criteria's shareholders, with the owners of 97.88% of  the company's capital voting in favor of the move.

CaixaBank will make its market debut with the largest branch network in Spain, the lowest NPL ratio of the major Spanish financial groups (3.95%), one of the highest NPL coverage (65%) and core capital of 10.9% in accordance with Basel III rules and based on pro-forma figures at December 31, 2010. This core capital level is the highest among the country's major financial groups and fully complies with the requirements set out under the Spanish government's new plan to strengthen the financial sector. In addition, in compliance with Basel III rules, CaixaBank will have a core capital ratio of over 8% at December 31, 2012, even before the start of the transitional period (2013-2019).

Mr. Fainé emphasized that the reorganization allows the group to continue to carry out  "la Caixa"'s nation-wide financial business, maintain its international industrial and financial investing activity, and, of no less importance, fully sustain its social welfare projects. "la Caixa" will therefore continue to operate as a savings bank, while its financial activity will be carried out through the newly-created CaixaBank. This new entity will also hold the group's international banking investments, the insurance business and the stakes in Repsol and Telefónica. The "la Caixa" group will create a new, non-listed wholly–owned investment company, CaixaHolding, to encompass the remaining industrial investments (Abertis, Gas Natural, Agbar, PortAventura and Mediterránea), along with "la Caixa"'s former real-estate business (including properties foreclosed prior to February 28, 2011).

Criteria's shareholders approve the transformation of the company
Mr. Fainé also noted that "our business model aims to make CaixaBank the country's leading retail bank with strong growth moving forward. This new bank combines the strength of "la Caixa" with the resources, transparency and discipline which gives us the cutting edge in the market". He added that "CaixaBank will retain the branch network, brand and customer oriented tradition of "la Caixa" and will roll out a 2011-2014 Strategic Plan".

As the owner of 81.1% of CaixaBank's capital, "la Caixa" will be the new bank's majority shareholder, and the free float will remain similar to pre-reorganization levels. The company's shareholder base will continue to grow, as the project is resonating positively in the markets and clearly reflects the objectives set out for the banking group. The reorganization is a major step toward the long-stated goal of increasing the weight of financial sector business through highly-solvent projects. In in less than four years Criteria has boosted the weight of the financial sector from 17% of its asset value to 75%, in the new CaixaBank.

During his address, Isidro Fainé highlighted that 2010 was an especially positive year for Criteria shareholders, both in terms of the market share price (gains of 21% in the year, compared to the IBEX 35's 17% loss) and with respect to dividends received. Also, between January 1, 2010 and yesterday's market close, Criteria's share price has risen 53.6%, the highest of the entire IBEX.

Shareholder remuneration, including the extraordinary dividend paid last December, totalled €0.311 per share in 2010. CaixaBank will uphold Criteria's shareholder remuneration policy, undertaking to maintain the quarterly dividend payment system. The new bank has also ratified the dividend target for 2011 of at least €0.231 per share.

Criteria's Chariman also noted that "this operation will generate shareholder value thanks to a favorable asset swap, the removal of the discount applied to Criteria as a holding company and the addition of a top-flight financial business". He also highlighted the "la Caixa" Group's high potential to create value and the commitment of the new bank to uphold dividend payments and shareholder remuneration.

New shareholder remuneration system
Criteria's shareholders also backed the Board of Directors' proposal for a new shareholder remuneration system, the Criteria Optional Scrip Dividend Program. Under the scheme, shareholders can choose among the following three options at least twice a year: (i) to receive newly-issued bonus shares; (ii) to receive cash from the market sale of the rights allocated as part of the scrip issue; or (iii) to receive cash from the sale to Criteria CaixaCorp of these rights at a price to be determined by Criteria, which effectively means receiving an amount equivalent to the dividend. Shareholders may also combine these three options as they see fit.

Also, shareholders have given approval for the final dividend for 2010 (estimated at €0.051 per share) to be distributed for the first time under the "Criteria Dividend/Share Program".

In this regard, the rights allocated as part of the first optional scrip issue under the new remuneration plan are expected to be listed for trading in June, replacing the traditional final dividend payment.

At the Annual General Meeting, the shareholders also approved the 2010 financial statements, which reported recurring consolidated net profit of €1,424 million, up 21% on 2009. This strong result was largely underpinned by the profits of €1,632 million contributed by investees (up 22% compared to the prior year). Consolidated net profit stood at €1,823 million, representing 38% growth compared to 2009.

Active management
In 2010, Criteria carried out a number of transactions to bolster its position in the different business divisions, while actively managing its portfolio. Seizing the opportunity posed by markets in early 2010, Criteria divested of portions of several holdings (Gas Natural Fenosa, Repsol YPF, Abertis and Telefónica) for €588 million, generating consolidated net gains of €162 million. The transfer of the vehicle leasing business to Arval, for €62 million, generated additional gains of €50 million. Later in the year, Criteria made tactical portfolio acquisitions, primarily in Repsol and Telefónica, for €301 million.

In 2011, Criteria reached an agreement to sell 50% of VidaCaixa Adeslas Seguros Generales, "la Caixa"'s non-life insurance company, to Mutua Madrileña for €1.08 billion, expected to generate consolidated net gains for the Criteria Group of €450 million.

Under the agreement, certain non-life insurance products will be distributed in Spain through "la Caixa"'s branch network and the commercial agent network. The alliance will also bolster the insurance group's competitive edge and lock in its position as a key non-life bancassurance operator in Spain, by combining "la Caixa"'s commercial and distribution strengths with the experience and knowledge of a top-tier partner, Mutua Madrileña. The group expects to complete this transaction in the third quarter of 2011.

At the Meeting, Gonzalo Gortázar, Managing Director of Criteria, noted that Criteria has easily outperformed the IBEX 35 in recurring net profit since its flotation in October 2007, rising 21% compared to the index's overall decline of 13%. Criteria has also generated over €1,000 million in extraordinary gains.

Criteria, a safe-haven asset in the IBEX 35
Throughout 2011 and to date, Criteria's shares have performed strongly, with gains of 27.1%, compared to the 6.8% gain in the Spanish stock market (IBEX 35) and the 5.4% increase in the European stock market (EURO STOXX 50).

This performance once again evidences the market's high regard for Criteria's shares, both due to the strength of its portfolio, the solid management of its assets and the reorganization of the "la Caixa" Group.

Since its flotation in October 2007, Criteria's shares have lost 3.6%, which is significantly less than the 29.1% loss recorded in the IBEX 35 over the same period. In addition, bearing in mind that total dividends distributed to date amount to €0.751 per share, Criteria has provided returns of 10.7% since the company went public (outperforming the overall decline of 13.6% in the IBEX 35).

Criteria has also clearly outperformed the other companies that were floated in 2007. It is the only company in that peer group to have paid out positive total returns for shareholders, compared to average losses of 52.9% in the other listed companies.

New "Learn with Criteria" website
One of Criteria's key objectives is to take the best possible care of its shareholders. Since its flotation (October 2007), Criteria has rolled out a number of initiatives to enhance shareholder/company dialogue and to offer products that meet shareholders' needs.

One of these initiatives is the "Learn with Criteria" website which was unveiled today. The portal provides access to beginner and advanced-level courses on stock markets, informational content in a number of different formats, including video clips, a glossary of financial/stock market terms (dictionaries), several Criteria-designed beginner-level manuals, informational briefs, useful links, and other tools and resources. This initiative responds to shareholders' concerns and interest in enriching their knowledge of equity markets. Criteria also invites shareholders to attend "Learn with Criteria" courses organized in collaboration with Instituto Bolsas y Mercados. To date, 7 courses have been held in major Spanish cities.

Juan José López Burniol, new member of Criteria's Board of Directors
At the proposal of the Board of Directors, Criteria's shareholders also approved the Board appointment of Juan José López Burniol, in the category of "proprietary". Mr. López Burniol holds a Law degree from the Universidad de Navarra, has been a Barcelona notary public since 1977 and has served as Dean of the Catalonia Professional Notary's Association and Vice-Chairman of the Official Notary Board (Consejo General del Notariado).

Mr. López Burniol has also served as a judge on the Andorra High Court (1987‐1992), as the first president of the Andorra Constitutional Court, a member of the Catalonia Regional Government Legal Advisory Committee, and Chairman of the Universidad de Barcelona Social Council. Criteria's newest director has also taught Catalonian Civil Law for over 20 years, first at the Universidad Autónoma de Barcelona and later at the Universitat Pompeu Fabra.

Participation of shareholders at the Annual General Meeting
A total of 183.224 shareholders were present or represented at the Annual General Meeting. These shareholders held 3.087.689.593 Criteria shares, equivalent to 91.82% of the company's total capital. At the meeting, the shareholders approved the performance of Criteria CaixaCorp's serving management team and ratified both the annual financial statements and the proposals put forth by the Board of Directors.

Among other indices, Criteria currently forms part of the IBEX 35, MSCI Europe (Morgan Stanley Capital International), MSCI PanEuro, DJ Stoxx 600, FTSE Eurofirst 300, Dow Jones Sustainability Index, Spain Titans 30 Index, BCN Top Euro and FTSE4Good.