Corporate Governance and remuneration policy

FAQs 2020

01. On what date and at what time is the Annual General Meeting 2019 scheduled?

The Annual General Meeting will be held on 3 April 2020 at 11:00 am at second call, if the required quorum is not reached to hold the Meeting at first call, on 2 April 2020.

It is expected that the General Meeting will take place at second call, on 3 April 2020.

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02. Where will the Annual General Meeting 2020 be held?

The Annual General Meeting 2020 will be held at Las Arquerías del Museu de les Ciències de la Ciutat de les Arts i les Ciències de València, at Avenida Professor López Piñero (Historiador de la Medicina) 7, Valencia.

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03. How do I get to the Museu de les Ciències de la Ciutat de les Arts i les Ciències de València?

City bus lines: 13, 14, 15, 19, 35, 95 and 40.

City metro: lines 3 and 5, alighting at Alameda is recommended, which is approximately 15 minutes from the venue, located in the gardens of the converted riverbed of the River Turia.

Further information: https://www.cac.es/es/home/planea-tu-visita/como-llegar.html

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04. What time can shareholders arrive at the site of the Annual General Meeting 2020?

Shareholders may enter the site of the General Meeting 2 hours before it is scheduled to begin, that is, from 09:00 am.

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05. What are the requirements for attending the General Meeting? Must I own a minimum number of shares in order to attend? What can I do if I do not own enough shares to be eligible to attend?

Shareholders must own at least 1,000 shares to be able to attend the General Meeting physically. These shares must be registered in the pertinent book-entry ledger at least five days before the date of the General Meeting.

Shareholders who own fewer than the minimum number of shares may pool their shares together with other shareholders to reach the 1,000-share threshold, with one person authorized in writing as their representative.

To vote remotely or to delegate the vote it is not necessary to own a minimum number of shares (see answers to questions 11 and 14 below). In case you delegate another person, the representative must hold shares and/or represent one or several shareholders holding, jointly, one thousand (1,000) shares in order to attend the General Meeting physically.

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06. What documents are needed to attend the General Meeting?

The document allowing shareholders to attend the General Meeting and exercise their voting rights is the attendance card issued by CaixaBank or the financial institution where their shares are deposited. This document specifies the name of the shareholder and the number of CaixaBank shares owned.

In addition, shareholders may be asked to show personal identification, known in Spain as the D.N.I (or any other generally-accepted official ID), to confirm their identity.

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07. If the shareholder is a legal entity (company), what documents are required to be able to attend at the General Meeting?

If the shareholder is a legal entity, its representative must submit a document evidencing representation (e.g. power of attorney).

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08. How to get an attendance card?

CaixaBank has sent to its shareholders the attendance card, the delegation card and the voting card. You can find a sample of the attendance card in our corporate web site (www.caixabank.com).

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09. What to do if you do not receive an attendance card?

If you do not receive an attendance card, please contact any CaixaBank branch to request a duplicate. You can also use the attendance card that you will find in our web site (www.caixabank.com).

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10. If the attendance card lists several shareholders, how many can attend the General Meeting?

If several shareholders are listed on the attendance card, only one will have the right to attend the General Meeting and to vote as long as they own more than 1,000 shares).

The co-owner attending the meeting must submit an attendance card and ID at the entrance to the General Meeting.

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11. Can someone else represent me at the General Meeting? Does that person have to be a shareholder?

Shareholders may delegate another person, not necessarily another shareholder, to represent them. In order to attend the General Meeting physically, the representative must hold shares and/or represent one or several shareholders holding, jointly, one thousand (1,000) shares.

Shareholders may delegate another person using the procedure described in the delegation card sent by CaixaBank. It is necessary to sign an authorization printed on the attendance card, indicating the name of their representative and, if desired, giving instructions on how to vote during the meeting. The representative must bring the signed attendance card and his/her personal identification to the meeting. If by any chance you don´t receive the delegation card sent by CaixaBank, you can find it in our corporate web site (www.caixabank.com).

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12. How long must shareholders holds shares in the company before they become eligible to attend/vote at the Annual General Meeting 2020?

To attend or be represented at the Annual General Meeting 2020 and exercise your voting rights or vote remotely, you must have CaixaBank shares registered in your name in the pertinent book-entry ledger at least five days before the date of the meeting.

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13. How many votes does a shareholder attending the General Meeting have?

Each share confers one voting right.

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14. Is proxy and remote vote possible?

Yes.

Remote votes are to be cast and proxies are to be appointed, as the case may be, electronically via the company’s website (www.caixabank.com), following the instructions given in the section “Ordinary General Shareholders’ Meeting 2020”. To prove their identity, shareholders wishing to cast their vote or appoint a proxy electronically must be in possession of a Spanish Electronic Identity Card (DNIe) or a qualified or advanced electronic signature, based on a valid electronic certificate issued by the Spanish Public Certification Entity (CERES), belonging to the Fábrica Nacional de Moneda y Timbre, while users of the CaixaBank Now digital banking service must use their personal passwords.

Shareholders can also vote or appoint a proxy by post, by filling in and signing a “Remote Voting Card” or a “Proxy Card”, as the case may be, issued by the company or the entity in which their shares are deposited. Once filled in and signed, the card may be delivered in person to any of our branches or posted to Apartado de Correos 281, 08080 Barcelona or the company’s registered office located at Pintor Sorolla 2-4, 46002 Valencia, stating CaixaBank, S.A. - Junta General Ordinaria de Accionistas 2020. Likewise, duly filled in and signed cards may also be delivered in person at the entity at which the shares of the shareholder in question are deposited, so that in such cases the card may be sent to the company appropriately and in good time. If these cards cannot be obtained for any reason, card forms are available on the company's website (www.caixabank.com), which may be printed out, filled in, signed and sent to the company.

Remote proxy appointments and votes must be received by the company at least 48 hours prior to the start time of the General Meeting foreseen to be held on second call, i.e. by 11.00 a.m. on 1 April 2020.

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15. Shareholders’ Online Forum. What is it, and where can I find it?

Pursuant to the provisions of Section 539.2 of the Corporate Enterprise Act and the Article7 bis of the Regulations of the General Meeting, CaixaBank has set up shareholders’ online forum for the 2020 Annual General Meeting in order to facilitate communication between company shareholders (individuals, both natural persons and legal entities, as well as any voluntary associations that may be formed), until the date of celebration of the Meeting.

The Forum is not an online chat system for shareholders nor a place for virtual debate. Neither is it a channel of communication between the company and its shareholders. Shareholders who have registered as users of the Forum in accordance with these Forum Rules may submit communications for publication on the Forum, requests to adhere to such proposals, initiatives for reaching a sufficient percentage to exercise a legally established minority right as well as Offers or requests for voluntary representation.

The Rules of the CaixaBank Electronic Shareholders’ Forum may be found on the CaixaBank corporate website (www.CaixaBank.com).

 

ADDITIONAL INFORMATION IN RELATION TO THE CURRENT PUBLIC HEALTH RISK CAUSED BY THE COVID-19 PANDEMIC

In the event that on the dates planned for the Meeting, i.e. 21 May at first call and 22 May at second call, the state of emergency declared under Royal Decree 463/2020, of 14 March, or any other measure established by the administrative or health authorities that restrict or prevent the Company's Ordinary General Shareholders' Meeting from being held with shareholders and their proxies physically present is in force, the Meeting would be held on the same dates and time set forth above. In such case, shareholders shall exercise their rights, in person or by proxy, only via remote communication media and online, under the terms provided for in this announcement. Likewise, the Chairman will only invite or authorise the attendance of internal and external staff considered essential to hold the General Shareholders' Meeting. Additionally, the Board members will attend the General Shareholders' Meeting by conference call or videoconference, with the meeting considered as being held at the Company's registered office regardless of the location of the Chairman of the Board at the time, all in accordance with Royal Decree-Law 8/2020, of 17 March, on the extraordinary urgent measures to address the economic and social impact of Covid-19.

In any case, the Board of Directors will inform the shareholders and the markets in general accordingly of any other measures that may be necessary in line with the resolutions or recommendations that may be established by the statutory authorities on its website (www.CaixaBank.com) or using the means necessary based on the scope of the measures.

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