CAIXABANK, S.A.

CABK
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CaixaBank S A : publishes the text of the call notice for the Extraordinary General Shareholder's Meeting

10/27/2020 | 02:20am

Quality, trust and social commitment

Other Relevant Information

CaixaBank hereby publishes the announcement of the Extraordinary General Shareholders' Meeting which must resolve on the merger with Bankia, S.A. and which will be held at the Palacio de

Congresos de Valencia, at Avenida de las Cortes Valencianas, 60, Valencia, on 2 December 2020 at 11:00 am at first call, or, if the required quorum is not reached and the meeting cannot be held at first call, then at the same venue and time on 3 December 2020 instead.

The General Shareholders' Meeting is expected to be held on second call, i.e. on 3 December 2020, at the time and venue mentioned above.

In accordance with the By-laws, the Regulations of the General Shareholders' Meeting and prevailing law and regulations, the Board of Directors has agreed to also allow for remote attendance of the Extraordinary General Shareholders' Meeting, thus enabling shareholders who so wish to attend and take part in the General Shareholders' Meeting via a remote, real-time connection.

As at the date of this announcement and pursuant to the Resolution issued by the Generalitat Valenciana on 19 June 2020, on measures to prevent the spread of COVID-19, as subsequently amended by the Resolutions of the Regional Ministry of Universal Health Care and Public Health of 17 and 24 July 2020, under no circumstances may the number of people attending the meeting exceed 75% of the maximum seating capacity of the venue and a face mask must be worn at all times. All applicable sanitation and prevention measures in place at the venue must also be respected. Please note also that on 1 October the Secretary of State for Health released its Resolution of 30 September 2020, effectively publishing the Resolution of the Inter-territorial Board of the National Health System concerning the Statement of Coordinated Activities in Public Health to respond to extraordinary high-risk situations that could entail the uncontrolled spread of infection caused by SARS-Cov-2, dated 30 September 2020. This Resolution imposes stricter measures in those territories or regions with higher levels of contagion and restricts mobility and the staging of events.

Given the current situation amid the pandemic and in view of the restrictions imposed by the health authorities and the overriding need to protect the health of shareholders and their proxies, as well as the employees and suppliers involved in organising the General

© CaixaBank, S.A., 2020

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Quality, trust and social commitment

Shareholders' Meeting and the wider population and taking into account also the Bank's own interests and the importance of holding this Extraordinary General Shareholders' Meeting to discuss the merger with Bankia, in accordance with what is expressly permitted in the By-laws, the Regulations of the General Shareholders' Meeting and prevailing law and regulations and the technical means the Company has, the Board of Directors has resolved to advise all shareholders to attend and take part in the General Shareholders' Meeting remotely, either via remote attendance to the Meeting in real time (as described in the Meeting announcement and as explained in the Instructions for remotely attending the General Shareholders' Meeting), or otherwise by exercising their right to grant a proxy and vote remotely ahead of the meeting, following the procedure also described in the Meeting announcement, in the Regulations of the General Shareholders' Meeting of CaixaBank, S.A. and in the Instructions on granting proxies and voting remotely ahead of the General Shareholders' Meeting. In any case, the General Shareholders' Meeting will be streamed at the link provided in the Information on the General Shareholders' Meeting - December 2020 section on the Company's website (www.CaixaBank.com), which may be accessed by shareholders and non-shareholders alike.

Depending on how the pandemic evolves, it cannot be ruled out that these measures may be enforced in the city of Valencia and/or other municipalities within Spain, or that the competent authorities may impose new regulations that in any way restrict or prevent physical attendance of people at the General Shareholders' Meeting. Were this to happen, the Board of Directors has decided that the General Shareholders' Meeting would be held on the same dates and at the same time as an exclusively remote event, i.e. without the physical attendance of shareholders and their proxies. In this case, shareholders would be duly informed of the situation through the publication of an addendum to the original Meeting announcement, in accordance with Article 41 of Royal Decree Law 8/2020 of March 17, on urgent and extraordinary measures to combat the economic and social impact of COVID-19, as per the wording given by Royal Decree Law 11/2020 of 31 March, on further urgent measures in the social and economic realm to combat COVID-19, and pursuant also to the joint communiqué released by the Association of Registrars and the National Securities Market Commission (CNMV) on 28 April 2020, regarding general meetings of listed companies that are called while restrictions or recommendations relating to the health crisis remain in force. In this event, all shareholders and their proxies would be able to take part in the General Shareholders' Meeting remotely and exercise their rights to receive information, delegate their vote, speak and vote, as

© CaixaBank, S.A., 2020

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Quality, trust and social commitment

explained in the announcement on the remote attendance of the General Shareholders' Meeting.

In this regard, following the resolution to call the Meeting, a new Resolution of 24 October 2020 was published by the Regional Ministry of Universal Health Care and Public Health, agreeing on additional measures related to the health crisis, and Royal Decree 926/2020 of 25 October declaring the state of alarm, complemented by Decree 14/2020 of 25 October of the President of the Generalitat Valenciana. CaixaBank will be subject to the enforcement and development by the Authorities of these provisions or, where appropriate, of others that may be resolved on the subject, for the purposes set out in the previous paragraph.

The following documentation relating to the merger between CaixaBank and Bankia has been made available to shareholders and investors, bondholders and the workers' representatives on the corporate website (www.CaixaBank.com): the Draft Terms of Merger between CaixaBank and Bankia, the reports of the directors of CaixaBank and Bankia on the Draft Terms of Merger (along with the fairness opinions issued by financial experts, a report on the capital increase associated with the merger, and also a report on the capital increase required to cover the conversion of the two outstanding issuances of Bankia contingent convertibles), the report of the independent expert on the Draft Terms of Merger, the separate and consolidated annual financial statements and management reports of both CaixaBank and Bankia for the last three years (together with the related audit reports), the merger balance sheets of CaixaBank and Bankia (together with the related audit reports), the current Bylaws of both CaixaBank and Bankia and the amended By-laws of CaixaBank following the merger, the composition of the Boards of Directors of both banks and the names of the CaixaBank directors to be put forward as a result of the merger.

Together with the rest of the documentation related to the Extraordinary General Shareholders' Meeting, the document issued in accordance with Regulation (EU) 2017/1129 (which will include pro forma financial information and the corresponding independent reasonable assurance report issued by PriceWaterhouseCoopers), will also be made available to shareholders and investors.

27 October 2020.

© CaixaBank, S.A., 2020

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Announcement of the General Extraordinary Shareholders'

Meeting of CaixaBank, S.A.

At a meeting held on 23 October 2020, the Board of Directors of CAIXABANK, S.A. (the "Company") resolved to call its General Extraordinary Shareholders' Meeting, to be held at

Palacio de Congresos de Valencia, Avenida de las Cortes Valencianas, 60, in the city of Valencia, on 2 December 2020 at 11:00 a.m. at first call. If the required attendance quorum is not obtained at first call, the Shareholders' Meeting will take place at second call, at the same place and time, on 3 December 2020.

The General Shareholders' Meeting is expected to be held at second call, i.e. on 3 December 2020, at the aforementioned time and venue.

The Board of Directors has agreed to also allow online attendance at the General Extraordinary Shareholders' Meeting, whereby those shareholders that so request may attend and participate in the General Meeting on-line and in real time, all pursuant to what is foreseen in the Articles of Association and the Regulations applicable to the Company's General Shareholders' Meeting, as well as in the Royal Decree-Law 8/2020, of 17 March, on extraordinary urgent measures to face the economic and social impact of COVID-19.

The General Shareholders' Meeting will be held in accordance with the following:

AGENDA

  1. Approval of the individual balance sheet of CaixaBank, S.A. as of 30 June 2020, for the purpose of considering the merger balance sheet further to item 2 of the agenda below.
  2. Approval of the merger of Bankia, S.A. into CaixaBank, S.A. (the "Merger"), with the termination of the absorbed company and the transfer, by universal succession, of all its assets and liabilities to the absorbing company, and with the exchange to be implemented via the distributing of new shares in CaixaBank, S.A., all in accordance with the terms of the merger plan signed by the directors of the two companies on 17 September 2020 (the "Merger Plan") and, for such purposes: (a) Approval of (i) the balance sheet of CaixaBank, S.A. as of 30 June 2020, submitted for approval to this General Meeting under item 1 on the agenda, as the merger balance sheet, (ii) the Merger Plan, and (iii) the Merger. Accounting record of the assets and liabilities of Bankia, S.A. Information on the terms and circumstances of the merger agreement. (b) Approval of the share capital increase to be made to cover the exchange for up to a maximum nominal sum of €2,079,209,002, through the issuance of a maximum of 2,079,209,002 ordinary shares, each of a nominal value of one euro, belonging to the same class and series as the shares currently in circulation and represented by book entries. Request for the admission to trading of the new shares to be issued in the Barcelona, Bilbao, Madrid and Valencia stock exchanges via the Spanish Stock Exchange Interconnection System (Continuous Market). Delegation of powers related to the capital increase. (c) Approval of the assuming of the powers of attorney granted by Bankia, S.A. as CaixaBank, S.A.'s own. (d) Approval of the corresponding share capital increases of CaixaBank, S.A. to, where applicable, cover the potential conversion of the contingent convertible perpetual bonds issued by Bankia, S.A., for up to a maximum nominal amount of €172,413,793 and €155,763,239, respectively, through the issuance of a maximum of 172,413,793 and 155,763,239 ordinary shares, each of a nominal value of one euro, belonging to the same class and series as the shares currently in circulation and represented by book entries. Request for the admission to trading of any new shares issued in the Barcelona, Bilbao, Madrid and Valencia stock exchanges via the Spanish Stock Exchange Interconnection System (Continuous Market). Delegation of powers

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CaixaBank SA published this content on 27 October 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 October 2020 07:19:00 UTC

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