Corporate Governance and remuneration policy

 Delegation of voting powers and remote voting

Delegation of voting powers and remote voting

Delegation of voting powers

Those shareholders not attending the Annual General Meeting may have themselves represented at the Meeting by another person, providing they comply with the requirements and formalities of the Regulations of the General Meeting, the Company By-laws and the Corporate Enterprise Act.

All shareholders wishing to be represented at the General Meeting by proxy must have registered ownership of their shares in the relevant book-entry ledger at least five (5) days in advance of the date on which the General Meeting is to be held.
To attend the General Meeting, the representative must be a shareholder and/or represent one or more shareholders who between them have at least one thousand (1,000) shares.

The proxy will be presented by the representative on the day and at the site of the General Meeting, identifying themselves with their National Identity Card or any other official document generally accepted for these purposes.
Proxies may always be revoked. The proxy will be deemed revoked if the principal attends the General Meeting in person.
Proxies must be completed and signed by the shareholder, using the relevant card. If for any reason a shareholder cannot obtain such cards, model proxy cards are made available on the company's website (www.CaixaBank.com) for each General Meeting, and should be printed, completed, signed and delivered or sent to the company, as applicable.
Powers to exercise voting rights may be delegated by the remote means stipulated hereon.

Exercising right to vote remotely

Shareholders may cast their votes by post or electronic means as described in the following section.

How to delegate voting powers and exercise the right to vote remotely

Proxies may be conferred and remote votes may be cast as follows:

Postal voting
In order to delegate voting powers or cast a vote by post, shareholders must complete and sign the “Proxy Card” or “Remote Voting Card”, as appropriate, issued by the company or the entity in which the shares are deposited. If for any reason a shareholder cannot obtain such cards, model cards are made available on the company's website (www.CaixaBank.com) for each General Meeting, and should be printed, completed, signed and delivered or sent to the Company. Once completed and signed, these should be sent to the Company by post.

Electronic communication
Voting powers may be delegated or, where applicable. votes may be cast remotely by electronic means through the company's website (www.CaixaBank.com), following the instructions in the section for each General Meeting. In order to prove their identity, shareholders wishing to vote or confer a proxy electronically must hold an electronic National Identity Document (DNIe) or a recognised or advanced electronic signature based on a current, recognised electronic certificate issued by CERES (the Spanish Public Certification Entity), part of the Fábrica Nacional de Moneda y Timbre (National Mint), or, in the case of users of CaixaBank's CaixaBankNow, using their personalised key card.
Proxies granted and votes cast remotely may be annulled by the shareholder using the same means.

Rules on voting and granting proxies by remote communication means

  1. Remote voting and conferring of proxies by electronic means will be available for each specific General Meeting from a particular date.
  2. Votes cast and proxies conferred remotely must be received by the Company 48 hours before the start of the General Meeting on first call.
  3. On the day and at the site of the General Meeting, the designated representatives must identify themselves with their National Identity Card or any other official document generally accepted for these purposes.
  4. Shareholders casting their votes remotely, either by post or electronically, will be considered present for the purposes of quorum at the General Meeting.
  5. In the event that a shareholder confers several proxies for the same shares, the most recent shall prevail: if there is no evidence of the date of issue, the proxy most recently received by the Company will prevail.
  6. In the event that a shareholder votes several times for the same shares, the most recent shall prevail: if there is no evidence of the date of the vote, the votes most recently received by the Company will prevail.
  7. A vote cast remotely will override any electronic or written proxy appointment, whether anterior, in which case it would be regarded as revoked, or posterior, in which case it would not be recognised.
  8. Personal attendance at the Meeting by a shareholder who had previously appointed a proxy or cast his vote remotely, will revoke the aforesaid proxy or vote.
  9. Legal-entity shareholders may consult the Company about appropriate options for adopting remote voting or proxy voting mechanisms with due safeguards.
  10. The shareholder is exclusively responsible for the custody of their electronic signature. CaixaBankNow users are exclusively responsible for the custody of their personal key card.
  11. The Company reserves the right to modify, suspend, cancel, or restrict the electronic mechanisms for votes and proxies for technical or security reasons. The Company will not be responsible for any damage or prejudice that the shareholder may suffer as a result of its website not being available, or from breakdowns, overloads, line or connection failures, a poor postal service, or any other similar eventuality out of the Company’s control that might complicate or prevent the use of remote voting or proxy mechanisms.
  12. Votes may not be cast in the event of conflicts of interest pursuant to the Corporate Enterprise Act, in which cases applicable legal provisions shall apply.