Presentación resultados Enero-Junio 2008

Transcription

1 Presentación resultados Enero-Junio 2008 PRESENTATION OF RESULTS January September 2009

2 CONTENTS LETTER FROM THE CHAIRMAN 3 HIGHLIGHTS 8 INVESTMENT PORTFOLIO AT SEPTEMBER 30, LISTED PORTFOLIO INVESTMENTS/(DIVESTMENTS) IN 3Q NON LISTED PORTFOLIO INVESTMENT PORTFOLIO AT SEPTEMBER 30, CRITERIA CAIXACORP NON CONSOLIDATED FINANCIAL STATEMENTS 39 NON CONSOLIDATED BALANCE SHEET SUMMARY NON CONSOLIDATED INCOME STATEMENT SUMMARY CRITERIA CAIXACORP CONSOLIDATED FINANCIAL STATEMENTS 46 CONSOLIDATED BALANCE SHEET SUMMARY CONSOLIDATED INCOME STATEMENT SUMMARY SIGNIFICANT EVENTS AND OTHER FILINGS SENT TO THE CNMV 53 The financial information contained in this document is unaudited and, accordingly, is subject to change. Figures in millions are expressed either as million or M. Some of the figures presented in this document have been rounded. As a result, the amounts shown as totals herein may vary slightly from the arithmetic sum of the preceding amounts. Translation of the Presentation of Results originally issued in Spanish. In the event of a discrepancy, the Spanish language version prevails. 2

3 Letter from the Chairman Dear Shareholders, The second quarter GDP variation figures of the world s main developed economies confirm that the worst of the economic downturn is behind us. Some countries, such as Germany, France and Japan, have officially moved out of the recession, while others are breathing considerably easier. Furthermore, third quarter economic indicators already reported suggest that the economy remains on the road to recovery. This has moved the International Monetary Fund to upgrade its economic growth forecasts for 2010 for the majority of developed economies. However, this new found optimism does not mean that we are once again seeing the growth rates we were used to before the recession hit. Rather, key economic players are still in the lengthy process of deleveraging, which will curb growth potential in the midterm, especially considering the blow taken by the labor market. Against this backdrop, central banks have kept interest rates very low (European Central Bank at 1%, the Federal Reserve between 0% and 0.25%). They have also continued to roll out unconventional monetary policies in order to guarantee system liquidity and credit supply, which has propped up the markets greatly. When taking into account the excess production capacity across various sectors, pressure on prices does not appear imminent. This will allow the central banks to keep interest rates at accommodating levels for some time yet. Nonetheless, in view of the progress seen in the economy and in the markets, monetary authorities are beginning to consider exit strategies for this situation of abundant liquidity. This is precisely the main risk facing financial markets at present: the impending withdrawal of monetary stimulus from central banks and of economic stimulus from government spending. Financial markets have clearly improved across all fronts, as a consequence of the sunnier economic outlook, the lower perception of systemic risk and the abundant liquidity injected by the main central banks. The major stock market upturns have allowed the main indices to boast positive yields for 2009 as a whole. The IBEX35 rose 20.1% in the quarter, while the US S&P500 gained 15.0% after an already positive second quarter. In fact, we are witnessing one of the swiftest stock market recoveries following a financial crisis in the past four decades. In fixed income markets, risk premiums on corporate bonds have slowly receded, while yields on both European and US public debt have been stable, thanks to the abundant liquidity available at present and despite the major volumes issued by governments. The Spanish economy is also recovering, although perhaps more slowly than other developed economies. April to June GDP was down 1.1% quarter on quarter, less than the 1.6% slide 3

4 seen in the previous period. Moreover, the recession in Spain was greater than the 0.2% recorded for the euro zone as a whole. The IMF expects to see Spain s economic activity fall again in 2010, while the remaining developed economies are expected to mark positive growth. The process of adjusting the growth pattern seen in the last decade means, for example, that the construction and financing sectors will be significantly downsized, while the current account deficit will be altered considerably. All these adjustments are occurring fairly rapidly, which bodes well for a faster than expected return to a macroeconomic balance. Nevertheless, the weakness of the Spanish labor market is clearly reflected in one of the highest unemployment rates in all of Europe. Although the government s economic stimulus measures have helped curb the job loss rate in recent months, the high public deficit for 2009 (and most likely for 2010 as well) will require fiscal adjustments. These adjustments, which are currently on the drawing board, are necessary despite the relatively lower volume of public debt compared to other European countries I would also like to highlight the significant appreciation in the share price in the first nine months of 2009, which was situated at 26.3%, in line with the Ibex 35 (27.8%), and much higher than the Eurostoxx50 (17.4%). Regarding Criteria s share price, at the end of the third quarter, the capitalization rose to 11,804 million, which situates Criteria in the 11 th position of the IBEX 35. IMPLEMENTING THE STRATEGY Since the flotation of Criteria CaixaCorp, the Company s aim has been to create long term value for shareholders by actively managing our investment portfolio and increasing the weight of financial assets to between 40% and 60%. In that regard, since the flotation of the Company, we have led the international expansion of the la Caixa Group through considerable investments in banks operating around the world, namely in Mexico (GF Inbursa), Central and Eastern Europe (Erste Group Bank) and Hong Kong China (Bank of East Asia). We recently continued this expansion, signing an agreement to acquire Adeslas, the leading health insurance company in Spain. Nevertheless, Criteria does not rule out investments in services, providing these companies also strive to create value for their shareholders and further their shareholders strategic development as well. At September 30, 2009, Criteria s gross asset value (GAV) stood at 22,545 million, compared to 18,196 million at December 31, The financial sector portfolio represents 25% of Criteria s GAV, up 8 percentage points since flotation. If we added the acquisiton of Adeslas and the subscription of capital increase of Erste Bank, which is detailed below, the financial sector would account for 32% of Criteria s GAV. Active management of the portfolio Since the second quarter of 2009 close Criteria has made the following corporate transactions: Erste Bank On October 29, Erste Bank announced a capital increase of up to 1,920 million, issuing up to 60 million new shares into circulation. Criteria CaixaCorp has stated that they will subscribe for a capital increase of 5.1% in proportion to what they currently hold in the Austrian bank. Moreover, Criteria will acquire and exercise the subscription rights to the capital increase of the DIE ERSTE Foundation, the majority shareholder of the Erste Group Bank, which corresponds to 30.9% of the capital. Criteria will carry out the subscription for the capital increase on a 4

5 total of 36% of the rights, raising its total stake to 9.9% of the capital and reinforcing its position as a strategic partner of the Erste Bank Group. Criteria s increase in the stake is consistent with the Preferential Collaboration Agreement that Criteria and the DIE ERSTE Foundation signed last June in order to regulate its relationship as shareholders of the Erste Group. In agreement with the terms of the capital increase, the price of the offer will be determined at the end of the subscription period on November 17th, at a maximum price of 32/share. As a consequence, Criteria s total investment for this capital increase will be 687 million as a maximum, providing the increase is carried out at the above mentioned price. Agreement for the acquisition of 99.79% of Adeslas On October 22, 2009 Criteria CaixaCorp announced the signature of two memorandums of understanding with Suez Environnement and with Malakoff Médéric, a France based insurance and pension group, to set the terms for acquiring 99.79% of the share capital of Adeslas for a total of 1,178 million. With this transaction, the Criteria Group aims to strengthen its presence in the insurance sector, incorporating this equity holding in SegurCaixa Holding. The integration of these two groups, SegurCaixa Holding and Adeslas, will place Criteria at the forefront of the Spanish insurance sector, one of the areas that is expected to see the most growth in coming years. In addition, the synergies created by joining SegurCaixa Holding, a leading life insurance and pension plan company, with Adeslas, a major health insurer, will benefit both current and future clients. These synergies will also open Criteria CaixaCorp, through SegurCaixa Holding and Adeslas, to a sector with over six million clients (individuals and groups), a distribution channel comprising over 1,800 insurance brokers and agents, and 223 offices, as well as the more than 5,300 "la Caixa" offices and SegurCaixa Holding s own commercial network. Criteria will also undertake the management of one of the leading private clinic groups in Spain. Prior to this transaction, Criteria and Suez Environnement, the core shareholders of Agbar (90% total interest), will sponsor Agbar to launch a de listing tender offer for the remaining 10% held by minority shareholders. Subsequently, the company will reduce its share capital by cancelling the shares acquired. Depending on the degree of acceptance of the offer, Criteria will sell Suez Environnement the part of its stake in Agbar needed for Suez Environnement to reach a total interest of 75.01% in that company. Criteria will sell the shares for between 647 million and 871 million, generating consolidated net gains of approximately 150 million.this amount will be determined at the moment of closing of the transaction. Criteria s final stake in Agbar will be between 15% and 25%. Criteria will continue to serve on Abgar s Board of Directors as a key minority shareholder. The shareholders will sign an updated agreement to reflect the new shareholder structure. Criteria expects to complete these transactions in the second quarter of Port Aventura On September 10, 2009 Criteria CaixaCorp reached an agreement with Investindustrial, a leading Southern European investment group with ample experience in the leisure 5

6 sector, whereby the latter will become a 50% partner in the company managing the Port Aventura theme park. Criteria will retain the remaining 50% interest. With the addition of Investindustrial (through the subscription of a 94.8 million capital increase), Criteria gains a respected investment partner with solid experience in the sector. The business plan aims to breathe new life into the theme park in order to ensure its longer term strength. The plan calls for investments of approximately 80 million over the next four years. These efforts will benefit the patrons, employees and shareholders of Port Aventura, and will lock in its position as one of the top theme parks in Southern Europe. The agreement is expected to be finalized at the end of this year once the usual conditions and legal requirements for this type of operation have been met. Dividend policy and acquisition of treasury shares On October 8, 2009 the Board of Directors approved the distribution of a gross interim dividend of 0.10 per share against 2009 earnings, payable from December 1, At the last General Shareholders Meeting, Criteria announced its intention to distribute a total 2009 dividend of at least 0.21 per share, thereby maintaining a recurring and stable dividend payout. The Board of Directors expects the final dividend to be paid in June 2010, following approval at the Company s General Shareholders Meeting. KEY FINANCIAL DATA With non consolidated net profit of 868 million and consolidated net profit of 1,135 million, the results for the first nine months of 2009 confirm the sustained positive performance of Criteria and its Group. At September 30, 2009, Criteria CaixaCorp reported non consolidated recurring net profit of 647 million, a 15% increase compared to the prior year. Recurring dividends totaled 729 million, up 15%, and, on a like for like basis, 10% higher than the same period of Non recurring non consolidated net profit at September 30, 2009 was 221 million (net of tax) and mainly included the net gains on the sale of the 1% stake in Telefónica ( 215 million) and non recurring dividends ( 105 million), less the impairment of equity investments in associates and in the consumer financing business ( 100 million net). Consolidated recurring net profit for the first nine months of 2009 was 970 million, reflecting a 9% increase on the previous year. Both dividends received from available for sale investees and earnings contributed by associates grew (4% and 22%, respectively), while earnings from subsidiaries dropped 21% compared to the same period of the prior year, mainly due to poor financial sector performance in the course of the general economic downturn. Consolidated non recurring net profit for the first nine months of 2009 totaled 165 million and included gains on the sale of the 1% stake in Telefónica, less impairment of equity interests owned by associates and the non recurring impairment of investments made in certain Group companies. 6

7 OTHER SIGNIFICANT EVENTS Criteria CaixaCorp continued implementing its Criteria and its Shareholders program, intended to bring the Company closer to its investors and ensure the utmost transparency in all shareholder/company dealings. This program encompasses the areas of communications, information, knowledge sharing and exclusive products for shareholders. To date, the management team has held corporate roadshows in Madrid, Valencia, Barcelona, Palma de Mallorca, Zaragoza and Bilbao. Shareholders have provided very positive feedback on the initiative, indicating that it has brought them closer to Criteria s management team and allowed them to both express their concerns and receive up to date information and responses. In addition, as part of the Corporate Social Responsibility Action Plan, Criteria CaixaCorp has adhered to the United Nations Global Compact, a UN sponsored international initiative aiming to secure a voluntary social responsibility commitment from companies and entities to implement ten principles in the areas of human rights, labor, the environment and anticorruption. Also in the field of corporate social responsibility, for the second year in a row Criteria has been selected to form part of the Dow Jones Sustainability Index, both in the global DJSI World and the European DJSI STOXX. These indices hand pick the most profitable companies in each activity sector that incorporate sustainable management criteria and apply good corporate responsibility practices. In addition to Criteria CaixaCorp, 18 other IBEX 35 companies form part of the DJSI. Lastly, Criteria has joined the FTSE4Good, another of the world s key sustainability indices. The FTSE4Good selects companies that meet certain criteria relating to the environment, stakeholder relations, human rights, the supply chain, anti corruption and climate change. Criteria CaixaCorp currently belongs to the following indices: IBEX 35, MSCI Europe (Morgan Stanley Capital International), MSCI Pan Euro, DJ STOXX 600, FTSEurofirst 300, Dow Jones Sustainability Index, Spain Titans 30 Index, BCN Top Euro and FTSE4Good. Below, in the results presentation for the third quarter of 2009, we provide further details on these points. Yours sincerely, Isidre Fainé Casas Chairman of Criteria CaixaCorp 7

8 Highlights Distribution of Dividends On October 8, 2009 the Board of Directors approved the distribution of a gross interim dividend of 0.10 per share against 2009 earnings, payable from December 1, At the General Meeting held on May 7, 2009, the shareholders approved payment of a final dividend of 0.06 per share against 2008 profits. The total 2008 dividend per share comes to Investments Erste Bank: On October 29, 2009 Erste Bank announced a capital increase of up to 1.9 bn issuing 60 million of new shares. Criteria will subscribe new shares issued by Erste Bank in the same proportion to its current 5.1% stake. Moreover, Criteria will acquire and exercise subscription rights from DIE ERSTE Foundation equivalent to 30.9% of Ertse Bank s share capital. As a result of this transaction, Criteria will raise its total shareholding to 9.9%. Criteria total investment regarding this capital increase will be of a maximum of 687 million, considering a maximum price of 32 per new share issued. Adeslas and Agbar: On October 22, 2009 Criteria CaixaCorp announced the signature of two memorandums of understanding with Suez Environnement and with Malakoff Médéric, a France based insurance and pension group, to set the terms for acquiring 99.79% of the share capital of Adeslas for a total of 1,178 million. With this transaction, the Criteria Group aims to strengthen its presence in the insurance sector, and to that end will incorporate this equity holding in SegurCaixa Holding. Criteria CaixaCorp also undertook to sell a number of its shares in Agbar to Suez Environnement to bring the latter s total interest to 75%. This transaction will entail a delisting tender offer for the 10% of Agbar share capital held by minority shareholders and will generate consolidated net gains of approximately 150 million for Criteria. Port Aventura: On September 10, 2009, Criteria CaixaCorp and Investindustrial reached an agreement whereby the latter will become a 50% owner of the company operating the Port Aventura theme park. The transaction will leave Criteria with the remaining 50% interest and is a decisive step toward strengthening the park in the long term. The agreement is expected to be finalized at the end of this year once the usual conditions and legal requirements for this type of operation have been met. Investindustrial will acquire the stake via the exclusive subscription of a 94.8 million capital increase. Prior to the subscription, the shareholder structure of Port Aventura will be reorganized and the company will be split into two independent enterprises. The first company, which will be 50% owned by Criteria and 50% owned by Investindustrial, will comprise the Port Aventura theme park and the Caribe Aquatic Park, as well as operation of the Port Aventura, Caribe Resort, Gold River and El Paso hotels and the Convention Center opened in October The second company will be a solely owned subsidiary of Criteria CaixaCorp and will hold the land for residential and commercial use, the three golf courses and the Beach Club. The current commercial relationship between the two companies will be unchanged. On September 7, 2009 the merger between Gas Natural and Unión Fenosa was completed, with the admission to trading of the shares in the new company and the public merger deed filed in the Companies Registry. Criteria CaixaCorp has invested 1,313 million in Gas Natural. Following the merger, Criteria holds a 36.43% interest in Gas Natural. In June, 2009, Criteria CaixaCorp, S.A. and the Erste Foundation, the controlling shareholder of Erste Group Bank, signed a preferred partnership agreement to govern their relationship as shareholders of Erste Group. This agreement confirmed both the amicable nature of the dealings between the two entities and the longterm strategic outlook for Criteria s stake in Erste Group Bank. Criteria CaixaCorp and la Caixa also signed an agreement with Erste Group Bank to define certain corporate and sales 8

9 Presentación resultados Enero-Septiembre 2009 collaboration areas. The la Caixa Foundation and the Erste Foundation are expected sign a collaboration agreement for their social welfare projects. In June 2009, Criteria CaixaCorp and The Bank of East Asia (BEA) signed a strategic investment agreement, while Criteria, la Caixa and BEA signed a strategic collaboration agreement and the la Caixa Foundation and the Bank of East Asia Charitable Foundation Limited signed a letter of intent. In addition to the investments mentioned above, Criteria made the following investments in the nine month period ended September 30, 2009: The Company acquired an additional 0.72% interest in BPI. Criteria CaixaCorp acquired 47 million shares in Telefónica (equivalent to 1.0% of its capital) for a total investment of 689 million. A hedging contract has been established to eliminate the risk of major fluctuations in the market price of these shares. The Company also sold 47 million shares (1.0% of capital) for an individual net gain of 215 million ( 265 million, consolidated). At September 30, 2009, Criteria CaixaCorp s total stake in Telefónica, S.A. amounts to 5.01%, of which 1.0% is subject to hedge contracts. At September 30, 2009, Criteria CaixaCorp held treasury shares amounting to 0.29% of its capital. Other important events Standard & Poor s (S&P) has assigned Criteria CaixaCorp a long term credit rating of A, stable outlook, and a short term rating of A 1. The rating agency cited Criteria s conservative and stable capital structure, its healthy financial flexibility and the composition and quality of its portfolio. This rating paves the way for Criteria to tap the fixed income capital markets. As part of the Corporate Social Responsibility Action Plan, Criteria CaixaCorp has adhered to the United Nations Global Compact. For the second year in a row Criteria has been selected to form part of the Dow Jones Sustainability Index (DJSI), both in the global DJSI World and the European DJSI STOXX. For the first time ever, Criteria has joined the FTSE4Good index, one the world s key sustainability indices. FTSE4Good selects companies that meet certain requirements regarding the environment, stakeholder relations, human rights, the supply chain, anti corruption and climate change. On January 15, 2009, Criteria CaixaCorp was included for the first time in the BCN Top Euro, the basket of securities assembled each year by the Barcelona Stock Exchange. Criteria CaixaCorp s Board of Directors and management team underwent the following organizational changes in the first half of 2009: At the Board of Directors meeting of May 7, 2009, Ricardo Fornesa resigned as Chairman of Criteria CaixaCorp and was named Honorary Chairman. At the same meeting, Isidre Fainé was appointed Chairman of Criteria CaixaCorp and Juan Mª Nin was appointed Vice Chairman. The cooptation appointments of lnmaculada Juan and Mª Dolores Llobet as proprietary directors replacing Mª Amparo Camarasa and Manuel García Biel, respectively, were ratified. An Executive Committee was created, comprising the following Criteria directors: Isidre Fainé, Juan Mª Nin, Rodrigo Rato, Isabel Estapé and Mª Dolores Llobet. At the meeting held on May 26, 2009, the Criteria CaixaCorp Board of Directors appointed Gonzalo Gortázar as Company CEO. Mr. Gortázar took over from Francisco Reynés, who was appointed director board member and assumed leadership of the Corporation s Managing Direction at Abertis. At the same meeting, the Criteria Board appointed Alejandro García Bragado as its non director Secretary and Adolfo Feijóo as its non director Vice Secretary. Lastly, the Appointments and Remuneration Committee named Xavier Vives as director, replacing Isabel Estapé. Financial data At September 30, 2009, Criteria CaixaCorp s net asset value (NAV) stood at 17,456 million. NAV per share rose from 4.24 at December 31, 2008 to 5.19 at September 30, Non consolidated and consolidated net profit amounted to 868 million and 1,135 million, respectively, at September 30,

10 Presentación resultados Enero-Septiembre 2009 KEY INVESTOR DATA SHARE PERFORMANCE The key indicators of the performance of Criteria CaixaCorp shares from January to September 2009 are as follows: Key indicators Market cap at the end of the period 11,804 M Maximum price (25/08/09) Minimum price (12/03/2009) Share price at the end of the period Share price at the beginning of the period (31/12/2008) 2.78 Maximum daily trading volume (in shares) (10/03/2009) 6,880,821 Minimum daily trading volume (in shares) (25/05/2009) 870,309 Average daily trading volume (in shares) 2,474,506 Notes: 1 Closing price Trading volume (no. of shares) /01/ /02/ /03/ /05/ /06/ /08/ /09/ /09/2009 We analyzed share price performance during the first nine months of 2009 from two standpoints: firstly, the share price was compared with the main benchmark indices and, secondly, the implicit trading discount was analyzed in comparison with the real value of shares.

11 Criteria CaixaCorp share price vs. main benchmark indices: % 26.3% 17.4% /12/ /01/ /03/ /04/ /05/ /06/ /07/ /08/ /09/ /09/2009 As shown in the above chart, the share price rose 26.3% from January to September 2009, closing the period at 3.51 per share. Criteria s performance was similar to that of the IBEX 35, which gained 27.8% over the period, while it outperformed the EURO STOXX 50 index (gain of 17.4%). Trading discount The discount is defined as the difference between Criteria CaixaCorp s net asset value and the Company s capitalization at closing prices. At September 30, 2009, the discount stood at 32.4%, higher than in the previous quarter but lower than at the 2008 year end figure of 34.4%. This indicates the market value of the assets is higher than the overall share price, which could suggest that the stock has upside as the difference between both variables narrows. 5,5 5,0 NAV per share 22.5% 4,5 4,0 3, % Discount % % 26.3% 3,0 2, % Price 2,0 1,5 11

12 This upside potential is reflected in financial analysts opinions on Criteria CaixaCorp, the majority of which have issued "Buy" or Hold recommendations. The following chart depicts the target share price and recommendations issued by financial analysts for Criteria CaixaCorp. Target prices and analyst recommendations 12

13 NET ASSET VALUE Criteria CaixaCorp's net asset value from January 1, 2009 to September 30, 2009 was as follows: million 31/12/ /06/ /09/2009 GAV (gross asset value) 1 18,196 19,978 22,545 Pro forma net debt (3,944) (5,155) (5,089) NAV (net asset value) 14,252 14,823 17,456 Net debt/gav 22% 26% 23% Millions of shares 3,363 3,363 3,363 NAV/share ( ) Note: (1) Listed investees were valued by multiplying the number of shares by the closing price at the date considered. Nonlisted investees were appraised using the valuations at December 31, 2008, except for (i) Port Aventura, whose value was reassessed by independent experts at June 30, 2009 and (ii) the consumer credit segment, where the valuation takes into account a new appraisal dated June 30, 2009 and the capital increase paid in September. (2) Pro forma figures are based on the aggregate net debt/cash position reflected in the non consolidated financial statements of Criteria CaixaCorp and the holding companies, as well as on transactions underway. The following illustration reflects the trend in Criteria CaixaCorp s NAV from January to September 2009, taking into consideration investments made and the change in portfolio value during the period. NAV of Criteria CaixaCorp ( Million) 2,596 1, (29) GAV 18,196 Net Investments Change in value 19,978 Net Investments Change in value 22,545 Net debt (3,944) (5,155) (5,089) NAV 14,252MM 14,823MM 17,456MM 31/12/ /06/ /09/

14 Changes in net debt in the first nine months of 2009 were as follows: Criteria CaixaCorp pro forma net debt ( Million) (1,495) 721 (236) (201) (13) (3,944) Net Investments Dividends Recived Others Dividend Dividends Net Others paid Recived Investments (4.862) (5,155) (5,089) Net Debt 31/12/2008 Net Debt 30/06/2009 Net Debt 30/09/2009 The reconciliation at September 30, 2009 of Criteria CaixaCorp s borrowings from credit institutions and the Group s pro forma net debt position is as follows: Reconciliation of borrowings from credit institutions and the Group s pro forma net debt ( Million ) (5,740) Holding companies net debt and others Debtors net (5,089) Criteria (1.264) CaixaCorp payable to credit entities 30/09/2009 Criteria (1.893) CaixaCorp Group Pro forma net debt position 30/09/

15 The following table illustrates Criteria CaixaCorp s GAV during the first nine months of GAV million Market value 31/12/2008 Investments/ divestments Change in value Market value 30/06/2009 Investments/ divestments Change in value Market value 30/09/2009 Treasury shares (7) 3 34 Gas Natural 3,239 1,313 (197) 4, ,070 Repsol YPF 2, , ,877 Abertis 2, , ,734 Agbar , ,162 Telefónica 3,736 (48) 42 3, ,246 BME Banco BPI Boursorama The Bank of East Asia GF Inbursa 1, , ,292 Erste Group Bank Other listed stakes 40 (15) (2) 23 (24) 1 - Total listed 14,694 1, ,704 (29) 2,596 19,271 Total non listed 3, (438) 2 3, ,274 TOTAL GAV 18,196 1, ,978 (29) 2,596 22,545 (1) Corresponds to capital calls in VidaCaixa and subscription to the capital increases carried out by SegurCaixa Holding, VidaCaixa and FinConsum. The FinConsum capital increase subscription was paid in September (2) Corresponds to changes in the values of the companies in the consumer credit segment and of Port Aventura. 15

16 Investment portfolio at September 30, 2009 Services Total stake Board representation Market value M Listed companies 16,200 Energy Gas Natural 36.43% 5 out of 17 5,070 Repsol YPF 12.68% 2 out of 16 2,877 Infrastructure Abertis 25.04% 7 out of 21 2,734 Services/other Agbar 44.10% 5 out of 13 1,162 Telefónica (1) 5.01% 2 out of 17 4,246 BME 5.01% 1 out of Non listed companies 571 Port Aventura Group % 8 out of Real estate portfolio % 5 out of 5 66 Insurance and Financial Services Listed companies 3,037 International banking 3,037 Banco BPI 30.10% 4 out of Boursorama 20.93% 2 out of The Bank of East Asia 9.85% 1 out of GF Inbursa 20.00% 3 out of 17 1,292 Erste Group Bank 5.11% 1 out of Non listed companies 2,703 Insurance 2,351 SegurCaixa Holding Group % 9 out of 10 2,326 GDS Correduría de Seguros 67.00% 1 out of 1 25 Specialized financial services 352 InverCaixa Gestión % 7 out of CaixaRenting % 5 out of 5 60 FinConsum % 8 out of GestiCaixa % 7 out of 7 22 Treasury shares 34 TOTAL GAV 22,545 (1) Includes the 1% held through financial contracts Note: The value of non listed companies is that stated at December 31, 2008, except for Port Aventura and FinConsum, which were re estimated at June 30,

17 The GAV breakdown of the current portfolio is as follows: Breakdown of GAV IPO 10/10/2007 December, 2008 September, 2009 Financial (17%) International Banking 6% Insurance and Specialised financial services 11% Financial (26%) International Banking 12% Insurance and Specialised financial services 14% Financial (25%) International Banking 13% Insurance and Specialised financial services 12% Non listed services 4% Listed services 79% Infraestructuras 20% Services (83%) Non listed services 5% Listed services 69% Services (74%) Non listed services 3% Listed services 72% Services (75%) Investments in the services sector currently account for 75% of GAV, while the financial sector represents the remaining 25%. At September 30, 2009, the weight of the financial sector was eight percentage points higher than at the date the Company was floated. Criteria CaixaCorp therefore continues to follow its strategy of rebalancing its investment portfolio, placing greater weight on financial assets without excluding particularly attractive investments in the services sector. Criteria CaixaCorp s strategic goal is to rebalance the portfolio mix over the medium to long term until the financial services sector accounts for 40% 60% of the total. Taking into account the transactions of Adeslas Agbar and Erste Bank, the weighting of the financial sector would increase from 25% to 33%. These transactions further underscores the firm commitment to our stated strategy. At September 30, 2009, Criteria CaixaCorp s listed portfolio accounted for 85% of the Company s GAV. 17

18 Listed portfolio Criteria CaixaCorp s listed portfolio underperformed the IBEX 35 and the EURO STOXX 50 from January to September The following graph compares the real performance of the IBEX 35 and the EURO STOXX 50 with that of Criteria CaixaCorp s listed portfolio, on a like for like basis. In the first nine months of 2009, Criteria CaixaCorp s listed portfolio rose 14.0%, compared with gains of 27.8% in the IBEX 35 and 17.4% in the EURO STOXX 50. Criteria CaixaCorp s listed portfolio /12/ /01/ /03/ /04/ /05/ /06/ /07/ /08/ /09/ /09/2009 Adjusted listed portfolio 27.8% 17.4% 14.0% 18

19 Investments/(divestments) in 3Q09 Net investments in the first nine months of the year totaled 1,466 million. 1H09 3Q09 9M09 million % acquired Value M % acquired Value M % acquired Value M Treasury shares 0.16% 11 (0.06%) (7) 0.10% 4 Gas Natural (share capital increase) - 1, ,313 Erste Group Bank 0.19% % % 16 Banco BPI 0.72% % 10 Telefónica - (48) - - (48) Other - (15) - (24) (39) Total listed 1,285 (29) 1,256 Total non listed Total investments 1,495 (29) 1,466 Notes: (1) Corresponds to capital calls in VidaCaixa and subscription of the capital increases carried out in SegurCaixa Holding, VidaCaixa and FinConsum. The FinConsum capital increase subscription was paid in September In the first nine months of 2009, Criteria CaixaCorp paid out 1,313 million in relation to the capital increase carried out at Gas Natural as part of the acquisition of Unión Fenosa. The amount subscribed was proportional to the Company s stake in Gas Natural. In conjunction with the signing of the preferred partnership agreement with the Erste Foundation, the controlling shareholder of Erste Group Bank, Criteria CaixaCorp raised its stake in Erste Group Bank from 4.90% to 5.11%. Criteria CaixaCorp also acquired 47 million shares in Telefónica (equivalent to 1.0% of its capital), subject to financial contracts that hedge the market risk on the shares. The Company also sold 47 million shares (1.0% of capital) for an individual net gain of 215 million ( 265 million, consolidated). At September 30, 2009, Criteria CaixaCorp s total stake in Telefónica, S.A. amounted to 5.01%, of which 1.0% is subject to financial contracts. 19

20 Key highlights of Criteria CaixaCorp investees as of 3Q09 1 SERVICES FINANCIAL INFORMATION Gas Natural s net profit for the nine months of 2009 stood at 914 million (up 14% compared to 9M2008). The increase in EBITDA (+50%) comprises the full consolidation of Unión Fenosa since May 1, This increase in EBITDA and the gains on the sale of 5% of Enagás ( 101 million) were partially offset by higher financial costs resulting from the acquisition of Unión Fenosa. At the Gas Natural General Shareholders Meeting, shareholders approved a dividend payment of 573 million against 2008 profits, as well as an extraordinary dividend of 90 million. The company has confirmed its commitment to increase shareholder remuneration over time, with annual rises of 10% in the total dividend paid (in millions). In June 2009, Moody s downgraded Gas Natural s long term rating to Baa2 with stable outlook, based on its unfavorable debt ratios following the acquisition of Unión Fenosa. Standard & Poor s and Fitch confirmed their long and short term ratings of BBB+/A 2 and A /F2, respectively, updating their "under review" outlook to "negative." Gas Natural successfully conducted a 3,502 million capital increase with preferential subscription rights, issuing a total of million shares (one new share for each old share). The shares were issued at 7.82 each. On September 7, 2009 the merger with Unión Fenosa was finalized, with the admission to trading of shares in the new company and the public merger deed filed in the Companies Registry. In order to carry out the share swap stipulated in the merger project agreement, Gas Natural increased capital by 26.2 million shares. Following the share increase, Criteria s stake in Gas Natural was diluted from 37.5% to 36.4%. In June 2009, two bond issues were launched, namely a five year, 2,000 million issue with a 5.25% coupon and a ten year, 500 million issue with a 6.375% coupon. In October 2009, the company completed three new bond issues: a three year, 500 million issue with a 3.125% coupon, a seven year, 1,000 million issue with a 4.375% coupon, and a 12 year 750 million issue with a 5.125% coupon. BUSINESS INFORMATION The initial operating synergies forecast ( 290 million) has been raised 20% to 350 million. These synergies are expected to be fully apparent as from In addition, the annual savings expected in recurring capex have been upped from 100 million to 200 million. As part of the divestment plan announced to reduce the debt level undertaken upon acquisition of Unión Fenosa, Gas Natural has sold 1% of REE ( 43.1 million), 5% of Enagás ( million and gross gains of million), 13.01% of Indra ( 320 million), its gas business in Murcia and Cantabria ( 330 million and a gross gain of 50.4 million) and 64% of the Colombian company EPSA ($1,100 million). To date, agreements have been reached to sell assets and reduce debt amounting to 2,300 million, as part of the commitment announced to sell assets for 3,000 million. For more information: 1 Figures for listed companies have been taken from public data reported by these companies in the period between December 31, 2008 and November 5,

21 FINANCIAL INFORMATION Repsol reported net profit of 889 million in the first half of 2009 (down 58% compared to 1H08). These earnings were affected by the sharp decline in the international oil and gas prices (down 53% and 56%, respectively) and in refining margins (down 63%). At the Ordinary General Meeting, Repsol shareholder approved the distribution of a gross dividend of 1.05 per share against 2008 earnings (5% higher than in 2007). Repsol subscribed Gas Natural's capital increase in proportion to its stake (30.8%), entailing a disbursement of 1,080 million. The company launched a five year, 1,000 million bond issue with a 6.5% coupon. BUSINESS INFORMATION Repsol discovered 18 new deposits in 2009 and was the field operator at ten of these: In October, Repsol confirmed the potential of the Perla 1 well in Venezuela, as the largest gas discovery in the company s history and announced two new discoveries in the Gulf of Mexico. In September, Repsol announced the discovery of offshore deposits in Sierra Leone and a new deposit in Brazil s Santos Basin. In July, Repsol unveiled news of its two offshore oil discoveries in the Spanish Mediterranean Basin. In May, Repsol discovered a shallow water gas deposit in Brazil's Santos Basin. In April, the company discovered three deposits, including one deep water oil deposit in Brazil's Santos Basin and two natural gas deposits, one in Algeria's Sahara Desert and the other in the Sirte Basin, approximately 15 km off of the coast of Libya. In March, Repsol discovered a natural gas field off the coast of Morocco. In February, a new oil field was discovered in the Gulf of Mexico. In January, Repsol discovered three gas deposits in Algeria and two in Brazil's Santos Basin. According to production tests performed, the recoverable volume from the Guará well in Brazil s Santos Basin is estimated to be between 1,100 million and 2,000 million BOE of light crude oil and gas. Repsol has a 25% stake in the consortium. Oil and gas production began in the Shenzi field (Gulf of Mexico). The platform has a production capacity of 100,000 barrels of oil and 8,900 barrels of natural gas per day. Repsol has a 28% stake in the consortium. A preliminary agreement was reached with the Ecuadorian government on the terms regulating the company's operations in the country. The exploitation period was extended to six years (with a one year transition period for the government to reduce the tax rate from 99% to 70%). Repsol has committed to investing $173.5 million through For more information: 21

22 FINANCIAL INFORMATION Abertis closed the third quarter of the year with net profit of 563 million (up 3.9%). The rise in toll road tariffs, the strong performance of the Telecommunications business, and the compensation received under the AP 7 toll agreement offset the slowdown in the toll roads and airports business. On April 24, 2009, Standard & Poor s announced that it would maintain Abertis A rating with negative outlook. On July 10, 2009, Fitch Ibca downgraded the company s rating from A to A with stable outlook, deeming that the increase in leverage seen in recent years does not warrant an A rating. At the General Meeting held on March 31, 2009, shareholders approved the distribution of a final 2008 dividend of 0.30 per share, which was paid on April 15, The total dividend paid against 2008 earnings was 0.60 per share (a 7.1% increase on 2007). On September 29, 2009 the Board of Directors approved the distribution of an interim dividend of 0.30 per share against 2009 earnings, which was paid on October 27, Abertis carried out its usual bonus share issue for a total of million, issuing one new share for every 20 old shares held. BUSINESS INFORMATION As part of its fixed income program, on September 30, 2009 Abertis issued seven year bonds with an annual coupon of 4.625%, for a total of 1,000 million. The acquisition of Itínere s 50% stake in the Spanish highway concessionaire Avasa and its 50% and 75% stakes in the Chilean concessionaires Rutas del Pacífico and Elqui, respectively, for a total of 605 million, was completed on June 26, On May 26, 2009, the Board of Directors approved the appointment of Francisco Reynés and Julio Sacristán as directors of Abertis, replacing Enrique Corominas and Demetrio Ullastres (representative of Dragados), respectively. Francisco Reynés, former managing director of Criteria, assumed leadership of the Corporation s Managing Direction, one of Abertis three management structures. At the meeting held on May 11, 2009, the Board of Directors appointed Salvador Alemany as the Chairman of the Group, replacing Isidre Fainé, who will remain on the Board as First Vice Chairman. At the General Shareholders' Meeting, Abertis stated that its future growth efforts will center on consolidating investments made in recent years and increasing its current stakes. On March 17, 2009, Acesa concluded the project to widen a 92 km stretch of the AP 7 highway in Tarragona to three lanes. The project required a 150 million investment and formed part of the overall project to widen 123 km of the AP 7 highway in the provinces of Tarragona and Gerona to three and four lanes, for a total cost of 500 million. For more information: 22

23 FINANCIAL INFORMATION Following the announcement of Criteria and Suez Environnement ( SE ) in relation to their participation in Agbar share capital and to SE increasing its stake to 75.01% in Agbar, Standard & Poor s (S&P) and Moody s have placed their ratings on Agbar under review. Agbar reported 1H09 net profit of 78.4 million, down 46.9% compared to the same period of the prior year, given that in 2008 the company had recognized 81.2 million in gains on the sale of shares in Suez. When excluding non recurring items, the company s net profit was 2.8% below that of the same period of the prior year. The strong performance of the water business in Chile and the improved financial results were offset by lower consumption in the water and environmental segment in Spain, adverse foreign exchange rates and lower earnings and a higher claims rate in the health segment. On June 23, 2009 the company paid an extraordinary dividend against voluntary reserves of million ( 2.00 gross per share) and a final dividend against 2008 earnings of gross per share. The final dividend for 2008, together with the interim dividend of gross per share paid in January 2009, brought the total 2008 dividend to gross per share (up 10% on the prior year). BUSINESS INFORMATION Criteria and Suez Environnement ( SE ) have agreed to promote the launching by Agbar of a de listing tender offer for a purchase price of per share, which shall be addressed to 10% of Agbar share capital that constitutes Agbar s free float. Once the tender offer is completed and Agbar s shares are de listed, Criteria shall acquire the 54.79% stake that Agbar owns in Adeslas for a purchase price of 687 million, and shall sell to SE the shares of Agbar/Hisusa which are necessary for SE to reach a stake of 75.01% in Agbar, for a purchase price of per Agbar share. Agbar acquired a 100% interest in Interlab, a laboratory specializing in environmental issues and industrial hygiene. This transaction forms part of Agbar s clear strategy to shore up its environmental division. At the General Meeting held on June 5, 2009, shareholders resolved as follows: (i) to reelect Manuel Raventós Negra as proprietary director representing Criteria CaixaCorp, S.A., for a five year period; (ii) to appoint Suez Environnement España, S.L.U. as proprietary director replacing Jean Louis Chaussade, for a five year period and in representation of Suez Environnement, S.A.; (iii) to appoint Inmaculada Juan Franch as proprietary director replacing Enrique Corominas Vila, for a five year period and in representation of Criteria CaixaCorp, S.A. At the meeting held on June 5, 2009, the Board of Directors of Agbar approved a 20 million investment to acquire a 50% stake in Taeyong Environment Technologies (Taeyong Entec), a South Korean environmental technology company, thereby acquiring control over its operations. Adeslas acquired 28 dental clinics from Dental Line, bringing the number of dental clinics in its Spanish network to 65 and making it the national sector leader. For more information: 23

24 FINANCIAL INFORMATION Telefónica has announced its consolidated financial guidance, citing a CAGR for e of: (i) Revenue: +1% / +4%, (ii) OIBDA: +2% /+4%, (iii) EBIT: +4% / +7%, (iv) Operating cash flow (OIBDA CAPEX): +5% / 7.5%, (v) CAPEX (accumulated ): 30 billion, (vi) Operating cash flow (accumulated ): > 64 billion, (vii) Free cash flow: > 40 billion. Telefónica reiterated its earnings per share target for 2010 of 2.10 and announced a 21.7% increase in its 2010e dividend per share to 1.40 ( 1.15 for 2009), setting its 2012 dividend per share target at Telefónica does not expect to launch a new share buyback plan. Telefónica s key priorities for the coming years include: (i) higher dividends (ii) more solid solvency levels, and (iii) growth via select M&A processes. Telefónica reported 1H09 net profit of 3,619 million (up 0.7% compared to 1H08). Excluding the impact of the gains recognized in 2008 on the sales of Airwave and Sogecable, net profit climbed 10.7% (up 13.7% in basic earnings per share). Latin America and Europe were the main drivers of growth. Shareholders approved a capital reduction through the redemption of 141 million treasury shares representing 3.0% of current share capital. Following the reduction, total share capital would amount to 4,563,996,485, represented by the same number of shares with a par value of 1.00 each. The shareholders approved a plan to encourage Telefónica Group employees to buy shares in the company, up to a total assigned value of 60 million. Shareholders also approved the distribution of a gross dividend of 0.50 per share, charged against freely distributable reserves and payable on November 11, On May 12, 2009 the company paid an interim dividend of 0.50 gross per share against 2009 earnings. Together with the payment made in November 2008, the company met its pledge for a dividend yield of 1.00 per share prior to the 1H09 close. BUSINESS INFORMATION On 7 th October 2009, the Board of Directors of Telesp, Brazilian subsidiary of Telefónica Group, approved the launch of a public takeover bid for 100% of GVT (Holding) S.A. ( GVT ), for the price of R$ 48 per share. On 4 th November 2009, Telesp decided to increase the initial price offered to R$ 50.5 per share (+5.21%). The transaction would represent a total investment of approximately 2,500 million, in the event the bid is successful. The offer is subject to the following conditions: (i) acquisition of at least 51% of capital, (ii) approval by the market regulator (Anatel), and (iii) commitment to not apply the poison pills included in GVT s by laws. Renewal in Shareholders Agreement of Telco, S.p.A. for 3 years, until 27 April Sintonia has exercised its right to apply for the demerger. The new agreement establish the right to apply for the withdrawal from the agreement and related demerger by giving notice between 1 October and 28 October 2012, and further provides for the right of early withdrawal and related pro rata demerger 18 months before the expiration date. Telefónica and China Unicom formalized an strategic alliance by signing a mutual share exchange agreement, for an equivalent investment of US $1,000 million, through which Telefónica, through its wholly owned subsidiary, Telefónica Internacional, have subscribed million newly issued shares of China Unicom, satisfied by the contribution in kind to China Unicom of 40.7 million Telefónica shares. Accordingly, Telefónica s shareholding interest in China Unicom s voting share capital has increased to 8.06%, and in turn China Unicom has a shareholding interest of approximately 0.87% of Telefónica s voting share capital. Telefónica sold its 32.18% stake in Méditel, the second largest mobile telephone operator in Morocco, for 400 million. The stake was sold to current local shareholders, alongside the 32.18% interest simultaneously sold by shareholder Portugal Telecom. For more information: 24

25 FINANCIAL INFORMATION Bolsas y Mercados Españoles (BME) s accumulated net profit was 116 million for the first nine months of These figures represent a decrease of 20% year on year, but also a gradual improvement (excluding extraordinaries) versus 1Q09 and 2Q09. These solid earnings are an indication of just how resilient the BME business model is in a period of prolonged economic weakness. In July, the Board of Directors approved an interim ordinary dividend of 0.4 per share. In addition, in October, the Board of Directors took the decision to bring the second interim dividend forward, compared to last year, and will pay it in December. At its March 2009 meeting, the Board of Directors approved a final 2008 dividend of per share, which, together with the dividend of per share against 2008 earnings paid in January 2009, brings the total 2008 dividend to per share. BUSINESS INFORMATION The third quarter saw the consolidation of the trading trends registered in the previous quarter, with turnover, the number of trades, and the number of shares traded all showing increases from 1Q09. The number of cross trades, including shares, EFTs and warrants, dropped 15% year on year. Total cash traded decreased by 35%, to 992,166 million. For more information: 25

26 INTERNATIONAL BANKING FINANCIAL INFORMATION At September 30, 2009, Grupo Financiero Inbursa's net attributable profit under Mexican accounting regulations was up 150%, to MXN 6,004 million. This increase was mainly due to the following: i) Higher net interest income (up 67%) due to the rise in both the balance sheet banking business volume (net lending, +22%; deposits, +13%) and the loans margin. ii) Higher banking commissions (up 12%). iii) Higher gains on financial operations. These effects have been partially offset by an increase in loan loss provisions due to the rise in lending, and by higher administrative expenses given the acceleration of the expansion plan and the commercial effort made to recover market share in pension funds. The group maintains its net lending position in the interbank market. At August 31, 2009, Banco Inbursa's solvency ratio (representing 70% of the group's total assets) is stable with respect to the situation at December 31, 2008 around 21%, being the highest among its main competitors. At the General Meeting held on April 30, 2009, shareholders approved the distribution of a dividend of MXN 0.50 per share (up 11% on the prior year). This dividend was paid on May 18, BUSINESS INFORMATION During the three first quarters of 2009, GFI opened 67 new branch offices. A minimum of 166 branches are expected to be opened in On July 28, 2009 Gonzalo Gortázar Rotaeche replaced Isidro Fainé Casas as the substitute for Francisco Reynés Massanet on the Grupo Financiero Inbursa Board of Directors. For more information: 26

27 FINANCIAL INFORMATION BPI reported net attributable profit of 131 million at September 30, 2009, with a ROE of 8.9% (compared to 34 million in September 2008, basically affected by BCP [ 177 million net of tax]). This figure includes only 50.1% of Banco de Fomento Angola, as 49.9% was sold in December Net loans increased by 1.3% year on year, while deposits decreased by 5.2%, being the latter offset by the placement of bonds in the net. BPI has 700 traditional offices in Portugal and 101 in Angola, where the expansion process continues. BPI has the best solvency ratios in Portugal (core capital 8.1%, Tier I 8.9% and Total Tier 11.3%) and complies with the Tier 1 minimum of 8% required by the Banco de Portugal since September The bank s liquidity position is comfortable, and its maturities are covered to The bank has assets of 5,000 million for discount at the ECB and it is the only large bank that has not issued government backed debt. In May 2009, BPI paid a dividend of per share, approved at the General Shareholders Meeting of April 22, This dividend corresponds to the payout of 40% set out in the bank s long term dividend policy. BUSINESS INFORMATION At the General Meeting, shareholders resolved to increase the number of members on the Board of Directors from 23 to 25 and to raise the limit on voting rights, as established in the bank s by laws, from 17.5% to 20%. Shareholders also approved Criteria's proposal to appoint a new director, Ignacio Álvarez Rendueles, raising Criteria s representation on the Board to four members. On October 1, 2009, la Caixa and BPI signed a strategic collaboration agreement to provide services to companies operating in Spain and Portugal. As part of the agreements, the banks will open two specialized business centers, namely the la Caixa Centro de Empresas de Mercado Ibérico in Madrid and the BPI Gabinete de Empresas Espanholas in Lisbon. This agreement furthers cooperation between the two financial entities, which comprise the largest corporate client banking network in the Iberian Peninsula (79 la Caixa centers and 53 BPI centers). F or more information: 27

28 FINANCIAL INFORMATION Boursorama reported attributable net profit of 37 million at September 30, 2009 (down 5%). This figure includes extraordinary gains of 4 million on the sale of a 49% stake in SelfBank España to la Caixa and an extraordinary loss from the impairment of the German subsidiary OnVista. The ROE of the Group amounts to 9.2% and the cost to income ratio to 65%. Trading volume increased 13% year on year, largely due to the recovery of the markets that made the equity accounts rise 30% and pushed the number of brokered operations up 15%, to 4.6 million orders. Loans decreased slightly, by around 3%, while deposits rose 7%. The number of new accounts rose 10% to September 2009, and it is to highlight the number of new banking accounts opened in France. The company s solvency ratios have strengthened since December 2008, with a Tier 1 of 26.5%. BUSINESS INFORMATION In 2008 Boursorama and la Caixa signed a shareholders' agreement to create an online bank in Spain based on Boursorama s Self Trade Bank, through which it has been operating in that country since 2003, with more than 24,000 accounts. Boursorama and la Caixa hold stakes of 51% and 49%, respectively, in the new company. At September 2009 positive initial signs start to show following the commercial introduction of new products. Boursorama is changing its business model in France, shifting away from street level branches to first floor offices devoted solely to sales functions. Accordingly, in 2008 Boursorama closed six of its original 20 branches. At June 2009, the first half of branch closures for 2008 was completed. In 2008 Boursorama restructured its business in Germany. Specifically, Boursorama: Increased its stake in OnVista AG, the owner of the leading financial information portal in Germany ( from 82.49% (acquired in 2007) to 92.89%. OnVista is enabling Boursorama to accelerate the development of its online distribution of savings products in Germany. With a view to focusing on its core business, Boursorama sold its asset management business, Veritas, and OnVista s non core businesses. In the third quarter of 2009and after the restructuring of the business in Germany was completed transferring the entire business under a single legal umbrella and obtaining the banking license OnVista launched its new commercial offer. For more information: 28

29 FINANCIAL INFORMATION On the 30 th September, Erste Bank reported attributable net profit of 720 million (down 51%, it includes extraordinary + 600M on Sep.08), reflects higher loan loss provisions in the period (of 66bps to 151 bps with NPL ratio equaling 6.3%). All countries remained profitable, except for the Ukraine, where Erste Group Bank has only a small presence. The ROE of the Group amounts to 10.7%. Operating profit rose 27% year on year to 2,777 million. Improvement in the cost to income ratio from 58% to 51%. The net loan book grew 3% year on year to 125,241 million, and deposits increased by 2% to 113,317 million. The loan/deposit ratio improved to 115%. Solvency ratios have strengthened since December 2008, due to the issue of participation capital in the amount of 1,764 million, subscribed by the Republic of Austria and private investors. The bank s Tier 1 is 7.4% and Total Tier is 10.9%, which exceeds the legal minimum of 8%. On the 29th October Erste announced a non underwritten capital increase to up to 1.920MM (up to 60MM shares to a maximum price of 32 per share) with the aim of strengthening capital ratios and improve its capital mix. Erste has no plans to repay the Participation capital which was issued in March/May Final price for the capital increase will be set on the 17th November. Criteria will subscribe its stake (5,1%) and will acquire Erste Foundation rights (30,9%). Both subscriptions will amount to a maximum of 687MM ( 98MM for Criteria s stake and 589MM for the Foundation s stake) and will give Criteria a stake of 9.9% in Erste bank. At the General Meeting held on May 12, 2009, shareholders approved the distribution of a dividend of 0.65 per share, representing a payout of 24% against consolidated 2008 profits BUSINESS INFORMATION At the Erste Group Bank General Meeting held on May 12, 2009, shareholders appointed Juan Maria Nin to the Supervisory Board and the Strategy Committee On the 4 th of June 2009, Criteria CaixaCorp and the Erste Foundation, the controlling shareholder of Erste Group Bank, signed a preferred partnership agreement to regulate their relationship as shareholders of the Erste Group. This agreement confirmed both the amicable nature of the dealings between the two entities and the long term strategic outlook for Criteria s stake in Erste Group Bank. Criteria and la Caixa also signed an agreement with Erste Group Bank to define certain corporate and business collaboration areas. On the 7 th of July la Caixa Foundation and the Erste Foundation signed a collaboration agreement relating to their social welfare projects. For more information: 29

30 FINANCIAL INFORMATION At June 30, 2009, BEA reported attributable net profit of 49% year on year, to HKD 1,169 million. The increase in ROF, affected by non recurring items, was partially offset by lower net interest income, lower commissions, higher expenses, and higher loan loss provisions. The efficiency ratio improved from 75% to 61% and the default rate climbed from 0.5% to 1%. The loan portfolio grew 0.5% (gross) from December 2008, reaching HKD 231,392 million, while deposits slid 1.7% to HKD 323,668 million. The loan/deposit ratio remained stable at approximately 71%. The group maintains its net lending position in the interbank market. Between December 2008 and June 2009 the liquidity ratio rose from 38% to 44% (well above 25% required minimum). Total Tier dropped from 13.8% at December 2008 to 13.0% at June 2009, remaining above the minimum legal requirement. On August 25, 2009 the bank announced the payment of an interim dividend of HKD 0.28 per share (up 33% on 2008). At the General Meeting held on April 16, 2009, shareholders approved the distribution of a final dividend of HKD 0.02 per share (compared to HKD 1.18 per share in 2007) and a bonus share issue of one new share for every 10 shares held, to commemorate the bank s 90th anniversary. BUSINESS INFORMATION On October 30, 2009 BEA announced the issue on 5 November, 2009 (expected date) of USD 500 million of Hybrid Tier 1 capital instruments comprising the combination of subordinated debt with maturity on and perpetual preference shares. BEA will have a redemption option in This issue will be the first of this nature in HK and will reinforce the BEA s capital ratios On September 9, 2009 the People s Bank of China authorized BEA China to act as domestic settlement and agent bank in that country. On July 22, 2009 BEA, the Securities and Futures Commission, the Hong Kong Monetary Authority and 15 other distributor banks agreed to repurchase the Lehman Brothers minibonds they sold to their clients, without acknowledging any liability in that regard. On July 17, 2009 BEA China became the first foreign bank to issue bonds to individual and institutional clients in Hong Kong, following the successful conclusion of a RMB 4,000 million subscription. The effective date of issue was June 23, The bonds will mature on July 23, 2011 and will have an annual coupon of 2.8%, payable on a half yearly basis. On July 15, 2009 BEA and Hana Bank, the fourth largest financial institution in South Korea, signed a memorandum of mutual understanding regarding their strategic partnership. On June 22, 2009, Criteria CaixaCorp and BEA signed a strategic investment agreement, while Criteria, la Caixa and BEA signed a strategic collaboration agreement and the la Caixa Foundation and The Bank of East Asia Charitable Foundation Limited signed a letter of intent. On June 19, 2009, the Taiwan regulatory agency approved BEA s acquisition of AIG Wealth Management Services (Taiwan). On June 4, 2009, an agreement was announced for the inter conditional sale of crossed equity holdings between BEA and ICBC, the largest Chinese bank in terms of total assets, whereby BEA will acquire ICBC s 75% stake in ICEA Finance Holdings and ICBC will acquire a 70% stake in BEA s Canadian banking subsidiary. On June 1, 2009, BEA announced the appointment of Isidre Fainé Casas, Chairman of Criteria CaixaCorp, as a new non executive member of its Board of Directors. The appointment was effective as of the date of announcement and will be ratified at the bank's next General Shareholders Meeting. On March 11, 2009, BEA announced several changes in the bank s executive management structure. For more information: 30

31 Non listed portfolio INSURANCE AND SPECIALIZED FINANCIAL SERVICES At commercial level, highlights at VidaCaixa during the first nine months of 2009 include a 68% increase in premiums issued compared to the same period of Health and savings insurance products continue to grow at a fast pace, in line with trends evidenced throughout the year. Pension plan contributions were 37% higher than in the first nine months of The volume of resources under management from insurance policies and pension funds climbed 6% compared to the accumulated amount at year end 2008, due to the spectacular rise in premiums in the life savings business and in contributions to pension funds. In regard to non life insurance products sold by SegurCaixa, total premiums issued rose by a significant 22%, boosted by the auto and home insurance businesses. VidaCaixa reported 9M09 net profit of 135 million, up 13% on the same period of SegurCaixa posted net profit of 20 million, down slightly (7%) on the first nine months of the prior year, due to the rise in claims. In September 2009 SegurCaixa launched two new products for SMEs and selfemployed workers ( SegurCaixa Negocio and SegurCaixa Auto Negocio ), thereby building up the group s product offer for this market segment. In the third quarter of 2009, SegurCaixa Holding adhered to the United Nations Global Compact, pledging to implement ten principles in the areas of human rights, labour, the environment and anti corruption. This move reaffirms the group s commitment to incorporating social responsibility in its activities. The main figures for 9M09 and 9M08 are as follows: VidaCaixa Figures at million 30/09/ /09/2008 Premiums issued 2, Premiums issued and contributions to pension funds 2, Net profit /09/ /12/2008 Technical reserves, net of reinsurance 19, Equity Resources under management 29, Solvency margin coverage ratio

32 SegurCaixa Figures at million 30/09/ /09/2008 Premiums issued Net profit /09/ /12/2008 Technical reserves, net of reinsurance Equity Combined ratio 86% 83% Solvency margin coverage ratio For more information: Net profit in the first nine months of 2009 was considerably lower than at September 30, This drop was mainly due to lower financial income following the abrupt decline in interest rates, strong competition and the weak performance of the autos business. Brokered premiums were 92 million, down 7% on the first nine months of Figures at million 30/09/ /09/2008 Commissions charged and other operating income Operating expenses 8.0 (4.4) 9.4 (4.7) Net profit /09/ /12/2008 Equity For more information: 32

33 At September 30, 2009, InverCaixa had 13,725 million in assets under management. In the first nine months of the year, the net outflow from the investment funds sector slowed considerably in comparison to 2008 ( 3% in 2009 vs 30% in 2008). Despite the decline in the sector, InverCaixa assets under management performed well, with growth of 10%. This has allowed the company to raise its market share from 6.9% at December 31, 2008 to the current 7.8%. InverCaixa reported net profit of 4.8 million, lower than in the first nine months of This is mainly due to the significant decline in average assets under management, coupled with the drop in average management fees (owing to fierce competition and a change in the product mix). Figures at million 30/09/ /09/2008 (1) Total revenue Net profit /09/ /12/2008 Assets under management 13,725 12,554 Funds 12,758 11,587 SICAVs Market share 7.8% 6.9% (1) For comparison purposes, note that data at September 30, 2008 include the Morgan Stanley assets under management business from June 30, 2008 (accounting effects of the merger). 33

34 At September 30, 2009, CaixaRenting managed leased assets amounting to 1,065 million (down 0.6% compared to December 31, 2008). New investment totaled 261 million, a 3% decrease on the same period of The managed fleet of vehicles stood at 35,914 at September 30, 2009, falling 6% since December The The company closed the third quarter with losses of 18 million, mainly due to higher doubtful debt and losses generated on the sale of used vehicles.. million Figures at 30/09/ /09/2008 Total new investment New investment in vehicles New investment in equipment and other assets Net profit Total leased assets Vehicle fleet (no.) (18.0) 30/09/2009 1,065 35, /12/2008 1,071 38,212 34

35 FinConsum had outstanding loans of 881 million at September 30, 2009, a decrease of 5% on December 31, New investment decrease 23% year on year to September Doubtful debt rates continued to rise in the financial industry in general and the consumer finance business in particular. FinConsum s net profit includes an extraordinary NPL provision made by the Group in June and adjusted to actual figures in September Figures at million 30/09/ /09/2008 Total new investment Consumer + direct Auto Net profit (55) (11) 30/09/ /12/2008 Outstanding loans

36 In the first nine months of 2009, GestiCaixa set up five securitization funds with total issuance of 8,886 million. At September 30, 2009, the company managed assets of 22,500 million. At September 30, 2009, GestiCaixa ranked fifth in terms of new issues, obtaining a market share of 12%. The primary markets remain virtually closed. All new securitization bond issues remain on issuers' balance sheets as a guarantee to the European Central Bank. Net profit stood at 1.6 million. Figures at million 30/09/ /09/2008 Total revenue 3 2,6 Net profit Issues 8,886 2,023 30/09/ /12/2008 Managed assets Number of funds 22, ,

37 OTHER NON LISTED COMPANIES Net profit fell in the third quarter of 2009, basically due to lower business volume in the current economic downturn. This was partially offset by the reduction in costs achieved by the successful cost containment policy implemented in the second half of On October 1, 2009 the new Convention Center was inaugurated, immediately hosting the four day RallyRacc Catalunya event. This new infrastructure has capacity for 4,000 people and the latest generation technological support. Figures at million 30/09/ /09/2008 Net revenue Consolidated Net profit (*) Average number of employees 2,114 2,524 Number of visits (thousands) 2,758 3,054 30/09/ /09/2008 Total assets (*)Proforma In early September, Criteria and Investindustrial reached an agreement whereby the latter would become a partner in the company operating the Port Aventura theme park and hotel business. Investindustrial will have a 50% stake in the company, with Criteria holding the remaining 50%. Prior to the subscription, Port Aventura will split into two separate companies: The first will comprise the Port Aventura theme park, the Caribe Aquatic Park and the management of the Port Aventura, Caribe Resort, Gold River and El Paso hotels and the Convention Center. It will be 50% owned by Criteria and 50% by Investindustrial. Investindustrial will acquire its 50% stake via subscription to a 94.8 million capital increase. The company receiving these assets plans to make further investments totaling 80 million over the next four years. The second company will be a solely owned subsidiary of Criteria and will retain the ownership of two of the four hotels, as well as the land for residential and commercial use, the golf business and the Beach Club For more information: 37

38 Investment portfolio at September 30, 2009 BME (5.01%) Port Aventura (100.00%) 80.58% Listed Services Repinves (67.60%) Hisusa (49.00%) 5.02% 9.28% 11.54% 66.44% Telefónica (5.01%) 1 Repsol YPF (12.68%) Agbar (44.10%) Holret (100.00%) 19.42% GP Des. Urb. Tarraconenses (100,00%) Non-Listed Services Gas Natural (36.43%) Boursorama (20.93%) 19.59% Hodefi (100.00%) Inversiones Autopistas (50.10%) SegurCaixa Holding Group 20.00% 7.75% 20.65% VidaCaixa (100.00%) 0.50% Abertis (25.04%) 0.50% BEA (9.85%) Banco BPI (30.10%) GFInbursa (20.00%) 1.34% 9.85% Negocio de Fin. e Inversiones (100.00%) International Banking Insurance SegurCaixa Holding (100.00%) 100.0% 80.00% 99.00% 80.00% Invervida Cons. (100.00%) AgenCaixa (100.00%) 0.50% SegurCaixa (100.00%) 20.00% GDS Correduría (67.00%) 9,00% Erste Group Bank (5.11%) GestiCaixa (100.00%) InverCaixa (100.00%) CaixaRenting (100.00%) Finconsum (100.00%) 91.00% Specialised Financial Services 1 1% of this investment is owned pursuant to derivative contracts 38

39 Criteria CaixaCorp non consolidated financial statements million 30/09/ /09/2008 Recurring net profit Total net profit Weighted average number of shares outstanding (in 3,355 3,363 millions) (*) EPS based on recurring net profit ( ) EPS based on total net profit ( ) (*) including average treasury shares in the period Non consolidated balance sheet summary million 30/09/ /12/2008 Financial investments and other long term investments 20,814 18,616 Debtors and short term financial investments Cash and cash equivalents 5 2 Assets 21,148 19,007 Equity 14,237 12,955 Payable to credit institutions 5,740 5,208 Other liabilities 1, Liabilities 21,148 19,007 Notes: The above information was prepared in accordance with the accounting principles and measurement bases set out in the new Spanish General Chart of Accounts. However, for purposes of explaining key data, figures are presented in accordance with the model used by the Company s management. 39

40 Financial investments and other long term investments. Movements in the ninemonth period ended September 30, 2009 were as follows: million Balance at 31/12/08 18,616 Acquisitions and capital increases (1) Gas Natural 1,313 Telefónica 689 FinConsum 100 SegurCaixa Holding 84 VidaCaixa 26 Erste Bank 16 BPI 10 Disposals Telefónica (737) Decreases, mergers and capital reductions Merger of Caixa Capital Desarrollo and Crisegen Inversiones (446) Increase (decrease) in fair value of available for sale financial assets 1,415 Impairment (224) Other changes (2) (48) Balance at 30/09/09 20,814 (1) The reported amount for acquisitions and capital increases is calculated after deducting the dividends and distributions of reserves and/or issue premiums charged as a decrease in the cost of the investment. (2) Includes dividends charged against the cost of the investment, the change in deferred tax assets and other items. Acquisitions and capital increases carried out by Criteria CaixaCorp during the first nine months of 2009 were as follows: Share capital increase in Gas Natural: On March 28, 2009, Criteria CaixaCorp paid 1,313 million in the share capital increase carried out in Gas Natural as part of the acquisition of Unión Fenosa. Acquisition of an additional 0.21% of Erste Group Bank AG for 16 million. At September 30, 2009 the Group s total stake amounted to 5.11%. Share capital increase in FinConsum for 100 million. Contributions to insurance companies in the amount of 110 million, including share capital increases and capital calls in SegurCaixa Holding and VidaCaixa. 40

41 At the General Meeting held on May 7, 2009, the shareholders approved the merger by absorption, winding up but not liquidating, of two Criteria CaixaCorp subsidiaries, namely Crisegen Inversiones, S.L. and Caixa Capital Desarrollo, S.A. These operations will entail the transfer of all assets and liabilities with accounting effect as of April 1, Following the absorption of Crisegen Inversiones, that company s 50% stake in SegurCaixa Holding will be directly held by Criteria CaixaCorp. Caixa Capital Desarrollo primarily held a 509 million loan extended to Criteria CaixaCorp that was eliminated in the merger. In the first nine months of 2009 CaixaCorp sold a 1% stake in Telefónica, S.A. for 737 million, generating a net gain of 215 million. Simultaneously, Criteria acquired 1% of Telefónica, subject to financial contracts that eliminates market risk on this stake. At June 30, 2009 the Company retested its assets for impairment and made allowances of 224 million to cover impairments in its investments. The allowances, which were mainly applied to equity interests in Group companies and associates, originated as follows: 1. Reclassification of an 81 million provision for contingencies and expenses, recognized at December 31, 2008, to the provision for impairment of investments. 2. An additional allocation to impairment of 143 million. As at September 30, the company had found no reason to alter the conclusions of the test performed in June. However, prior to year end 2009, the Company will retest its main equity interests for impairment. Debtors and short term financial investments. Details are as follows: million 30/09/ /12/2008 Receivable from Catalunya de Valores (1) Dividends pending collection Guarantee deposits (2) 187 Other 4 1 Total (1) Decrease due to the collection of 140 million relating to a receivable from Catalunya de Valores, originated in 2008 as a result of an agreement to pay its sole shareholder, Criteria CaixaCorp, 36 million from the share premium and 104 million from voluntary reserves. (2) Relates to the financial contract entered into to hedge a change in value of the 1% stake in Telefónica. 41

42 Equity: movements in equity in the first nine months of 2009 were as follows: million Balance at 31/12/08 12,955 Valuation adjustments: Change in value of available for sale financial assets (net) 627 Final dividend 2008 (201) Acquisitions of treasury shares and other (12) Net profit at September 30, Balance at 30/09/09 14,237 Payable to credit institutions: Investments made during the period were financed using the credit facility taken out with la Caixa. At September 30, 2009, the Company had drawn down 5,740 million on this facility. This amount corresponds entirely to the amount drawn on the credit facility with its controlling shareholder, la Caixa. This facility has a limit of 6,500 million and matures on July 31, It accrues interest at the Euribor rate plus 100 basis points. Other liabilities: details are as follows: million 30/09/ /12/2008 Group creditors Deferred tax on available for sale assets Other (1) Total 1, (1) At September 30, 2009, this figure includes 198 million for the fair value of financial contracts on the 1% stake in Telefónica 42

43 Non consolidated income statement summary January September million % Chg Recurring dividends % Recurring expenses (22) (22) - Operating profit (recurring) % Net finance expense (92) (74) 24% Recurring profit before tax % Income tax % Recurring net profit % Non recurring net profit % Net profit % Notes: The above information was prepared in accordance with the accounting principles and measurement bases set out in the new Spanish General Chart of Accounts. However, for purposes of explaining key data, figures are presented in accordance with the model used by the Company s management. Unaudited figures. Highlights include: Recurring net profit: In the nine month period ended September 30, 2009, recurring net profit rose 15% on the same period of the prior year. This increase was due to the net effect of a 15% rise in dividend income compared to the same period of 2008 (see chart below), stable recurring expenses and a lower increase in net finance expenses (24%) owing to the increase in debt to finance the acquisitions made in the period. 43

44 Details of dividends recognized at September 30, 2009 and 2008 are as follows: January September million Telefónica Gas Natural Abertis / Inversiones Autopistas SegurCaixa Holding/Crisegen 88 Repsol YPF/Repinves Grupo Financiero Inbursa 18 Hisusa BPI / Catalunya de Valores Erste Bank 10 2 Caixa Capital Desarrollo 8 86 Agbar 7 7 BME 6 6 Other 2 14 Change Total % Factoring in investments and disposals made, recurring dividends rose 10% compared to 2008, on a like for like basis. January September Change million Gas Natural Telefónica Repsol YPF/Repinves Abertis / Inversiones Autopistas Hisusa BPI / Catalunya de Valores Agbar 7 7 BME 4 6 Erste Bank 2 2 Other 1 14 Recurring dividends, same consolidation scope % Recurring dividends, change in consolidation scope (1) Total (1) Primarily dividends accrued on a non like for like basis (investments/disposals) and/or accrued in different periods 44

45 Non recurring net profit: Non recurring net profit at September 30, 2009 was 221 million and mainly includes: 105 million in non recurring extraordinary dividends paid by Aguas de Barcelona. 215 million from the net gain on the sale of a 1% stake in Telefónica. 100 million, net of tax, for impairment evidenced in the investment portfolio held by the Group and its associates. 45

46 Criteria CaixaCorp consolidated financial statements million 30/09/ /09/2008 Recurring net profit Net profit attributable to the group 1, Weighted average number of shares outstanding (in millions) (*) 3,355 3,363 EPS based on recurring net profit ( ) EPS based on total net profit ( ) (*) including treasury shares Criteria CaixaCorp consolidates its shareholdings in accordance with International Financial Reporting Standards (IFRS). In particular: Subsidiaries and companies in which the Group exercises control (generally over 50% of voting rights) are fully consolidated. Jointly controlled entities and companies in which the Group exercises significant influence (usually those in which it owns at least 20% of voting rights) are accounted for using the equity method. Other investees in which the Group does not exercise significant influence are accounted for as available for sale financial assets. The following table presents the Criteria CaixaCorp Group s main shareholdings at September 30, 2009, grouped by the consolidation method applied: Full consolidation Equity accounted companies Available for sale assets Insurance Specialized financial services Services Listed companies Services Listed companies SegurCaixa Holding % CaixaRenting % Gas Natural 36.43% Repsol YPF 12.68% VidaCaixa % FinConsum % Abertis 25.04% 1 Telefónica 5.01% 2 SegurCaixa % InverCaixa Gestión % Agbar Group 44.10% BME 5.01% AgenCaixa % GestiCaixa % GDS 67.00% Correduría Services Non listed International banking companies Holret % Banco BPI 30.10% GF Inbursa 20.00% Port Aventura Group % Note: (1) Controlling stake of 28.91% (2) 1% held through financial contracts Boursorama 20.93% International banking BEA 9.85% Erste Group Bank 5.11% 46

47 Consolidated balance sheet summary Key asset items million 30/09/ /12/2008 Goodwill and other intangible assets Property, plant and equipment and investment properties 1,339 1,349 Investments accounted for using the equity method 9,759 8,519 Non current financial assets 27,986 25,308 Other non current assets Non current assets 40,552 36,570 Current financial assets 5,339 4,563 Cash and cash equivalents 447 1,543 Other current assets Current assets 6,228 6,931 Total assets 46,780 43,501 Key liability items million 30/09/ /12/2008 Equity 14,081 12,413 Provisions for insurance contracts and others 16,941 16,445 Long term debt 8,048 7,871 Deferred tax liabilities 1, Non current liabilities 26,085 25,217 Provisions for insurance contracts Borrowings from credit institutions 5,680 5,210 Other current liabilities Current liabilities 6,614 5,871 Total equity and liabilities 46,780 43,501 Note: The above financial information was prepared in accordance with IFRS. However, for purposes of explaining key data, figures are presented in accordance with the model used by the Company s management. 47

48 The main variations in the balance sheet were as follows: Goodwill and other intangible assets decreased by 31 million due to amortization of intangible assets. Movements in investments accounted for using the equity method from December 31, 2008 to September 30, 2009 were as follows: million Balance at 31/12/08 8,519 Acquisitions and capital increases Gas Natural 1,313 BPI 10 Translation differences (34) Profit for the period and changes in investees reserves 108 Impairment (157) Balance at 30/09/09 9,759 Gas Natural On March 28, 2009, Criteria CaixaCorp paid 1,313 million in the share capital increase carried out by Gas Natural to acquire Unión Fenosa. BPI The Group acquired an additional 0.72% of Banco BPI, S.A. for an investment of 10 million. As a result, the total stake in Banco BPI, SA at September 30, 2009 stood at 30.10%. Impairment In line with the revised value of investments in jointly controlled entities and associates, the company recognized an impairment loss at September 30, 2009 of 157 million. This impairment entailed a charge to the income statement of 76 million and the recognition of a 81 million provision, included under Provision for contingencies and expenses. 48

49 Details of goodwill on investments accounted for using the equity method at September 30, 2009 and December 31, 2008 were as follows: million 30/09/ /12/2008 GF Inbursa (1) Abertis Gas Natural BPI Agbar Boursorama Goodwill 2,568 2,750 (1) At September 30, 2009, goodwill deriving from this equity stake was fully allocated. The amount of this goodwill fluctuates in line with the euro/mexican peso exchange rate. Movements in non current financial assets compared to December 31, 2008 were as follows: million Balance at 31/12/08 25,308 Acquisitions: Telefónica 689 Erste Group Bank 16 Disposals Telefónica (737) Other (39) Insurance company debt instruments and other financial assets (net movement) 991 Valuation adjustments and translation differences 1,758 Balance at 30/09/09 27,986 Current financial assets mainly include the sale of insurance assets with repurchase agreements in the amount of 5,125 million ( 4,452 millions in 2008). This liquidity has a balancing entry in Borrowings from credit institutions under current liabilities. Decrease of 1,096 million in Cash and cash equivalents as a result of investments made in the period. 49

50 Movements in Group equity during the nine month period ended September 30, 2009 were as follows: million Balance at 31/12/08 12,413 Consolidated profit attributable to the Group 1,135 Valuation adjustments (increases/(decreases)) recognized in equity 654 Reserves of entities accounted for using the equity method 71 Minority interests 13 Treasury shares Final dividend 2008 Other movements in equity (6) (201) 2 Balance at 30/09/09 14,081 Group non current liabilities include the 5,740 million drawn down on Criteria CaixaCorp s credit facility in order to finance investments during the period. The Group s long term borrowings stand at 7,810 million. Current liabilities rose 743 million, on the back of the increase in borrowings from credit institutions maturing within a year, as well as the recognition of the fair value of financial contracts on the 1% stake in Telefónica ( 198 million). 50

51 Consolidated income statement summary January September million % Chg Income from equity instruments (available for sale assets) % Net profit of companies accounted for using the equity method % Net profit of fully consolidated companies % Net operating expense (80) (69) 16% Recurring net profit % Net gains on the sale of investments and other non recurring profit % Net profit attributable to equity holders of the parent company 1, % Note: The consolidated income statement shown has been prepared in accordance with IFRS, although figures are presented in accordance with the model used by the Group s management. Net income from equity instruments in the first nine months of 2009 was 12 million higher than in 2008 (up 4%), mainly due the strong overall performance of the remuneration policies of Telefónica, Repsol and Erste Bank. Net profit of companies accounted for using the equity method grew by 112 million (up 22%), primarily due to the following: o Improved results and the increase in the investment in Gas Natural and BPI compared to same period of the prior year, which triggered a 104 million rise in profit contributed by these companies o Recognition in 2009 of profit from GF Inbursa (investment acquired in 3Q08) totaling 46 million o 39 million decrease in profits contributed by Agbar, given that the profit recognized at September 30, 2008 included 35 million relating to Criteria s share of the gains generated in Agbar on the sale of Suez shares Net profit of fully consolidated companies decreased by 30 million, primarily due to the following: 17 million rise in the contribution of results from the insurance activity, basically due to the excellent performance of the savings business. 34 million decrease in the results of the consumer credit financing business, due to the continued slowdown in economic activity, lower consumer spending and higher default rates. 13 million reduction in profit contributed by other segments, mainly due to lower financial earnings. 51

52 The 11 million change in net operating expense attributable to Criteria CaixaCorp is mainly due to the increase in financial debt related to the financing of the acquisitions of stakes in the nine month period. Details of revenue included under net profit of fully consolidated companies are as follows: Criteria CaixaCorp consolidated income statement highlights January September million % Chg Income from insurance business 2,944 2,199 34% Income from financial services (6%) Other income (8%) Revenue 3,358 2,644 27% o Income from the insurance business climbed 745 million (up 34%) as a result of higher activity in the Group s various insurance branches, mainly due to higher premium volume, especially in the health and savings lines. o Income from financial services and other income were down slightly on the same period of the prior year, due to the economic downturn in Spain. Net gains on the sale of investments and other non recurring profit amounted to 165 million in the nine month period ended September 30, 2009 and relate to the gains on the sale of a 1% stake in Telefónica ( 265 million), net of impairment losses recognized ( 100 million) in associates and loan loss provisions made by the consumer financing entities. 52

53 Significant events and other filings sent to the CNMV 29/10/2009 CRITERIA CAIXACORP INFORMS THAT WILL INCREASE ITS STAKE IN ERSTE GROUP BANK AG 22/10/ /10/ /10/ /10/2009 THE COMPANY SUBMITS A PRESENTATION ON THE MEMORANDUM OF UNDERSTANDING CONCERNING ITS STAKE IN AGUAS DE BARCELONA AND THE ACQUISITION OF ADESLAS. THE CNMV HAS DECIDED TO SUSPEND TRADING IN CRITERIA CAIXACORP WITH IMMEDIATE EFFECT. THIS SUSPENSION WILL BE LIFTED AT 10AM ON THAT SAME DAY. OTHER FILINGS: CRITERIA CAIXACORP ANNOUNCES THAT IT WILL HOLD A CONFERENCE CALL TO DISCUSS THE MEMORANDUM OF UNDERSTANDING CONCERNING ITS STAKE IN AGUAS DE BARCELONA AND THE ACQUISITION OF ADESLAS. CRITERIA CAIXACORP AND SUEZ ENVIRONNEMENT ANNOUNCE THAT THEY HAVE SIGNED A MEMORANDUM OF UNDERSTANDING CONCERNING THE STAKE IN AGBAR. CRITERIA CAIXACORP ALSO ANNOUNCES THAT IT HAS SIGNED A MEMORANDUM OF UNDERSTANDING WITH MALAKOFF MÉDÉRIC TO ACQUIRE ADESLAS. 16/10/2009 OTHER FILINGS: CRITERIA CAIXACORP TO HOLD A PRESENTATION ON ITS 3RD QUARTER RESULTS FOR /10/2009 CRITERIA CAIXACORP PRESS RELEASE 09/10/2009 OTHER FILINGS: CRITERIA CAIXACORP REPORTS DIVIDEND PAYMENT 10/09/2009 OTHER FILINGS: CRITERIA CAIXACORP JOINS THE FTSE4GOOD 10/09/2009 CRITERIA CAIXACORP ANNOUNCES PORT AVENTURA AGREEMENT 31/07/2009 THE COMPANY REPORTS 1H09 EARNINGS 31/07/2009 OTHER FILINGS: CRITERIA CAIXACORP WEBCAST PRESENTATION OF 1H09 RESULTS 31/07/2009 OTHER FILINGS: CRITERIA CAIXACORP PRESS RELEASE ON 1H09 RESULTS 31/07/2009 OTHER FILINGS: CRITERIA CAIXACORP 1H09 RESULTS PRESENTATION 30/07/2009 THE COMPANY ANNOUNCES CHANGES TO THE BOARD OF DIRECTORS 27/07/2009 THE COMPANY ANNOUNCES STANDARD & POORS RATING 23/07/2009 THE COMPANY REPORTS SIGNIFICANT INFORMATION REGARDING 1H09 RESULTS 15/07/2009 OTHER FILINGS: CRITERIA CAIXACORP TO HOLD 1H09 RESULTS PRESENTATION 22/06/2009 SIGNING OF AGREEMENTS RELATING TO THE BANK OF EAST ASIA LIMITED 22/06/2009 THE COMPANY REPORTS INFORMATION ON ITS STAKE IN SOCIEDAD GENERAL DE AGUAS DE BARCELONA, S.A. 04/06/2009 SIGNING OF AGREEMENTS RELATED TO AUSTRIAN BANK ERSTE GROUP BANK AG (ERSTE GROUP) 26/05/2009 CRITERIA CAIXACORP PRESS RELEASE ON CHANGES IN GENERAL MANAGEMENT 26/05/2009 CHANGES IN THE BOARD OF DIRECTORS AND EXECUTIVE COMMITTEE 07/05/2009 PRESS RELEASE 07/05/2009 THE COMPANY ANNOUNCES CHANGES IN THE BOARD OF DIRECTORS 07/05/2009 THE COMPANY ANNOUNCES THE CREATION OF AN EXECUTIVE COMMITTEE 07/05/2009 OTHER FILINGS: THE COMPANY ANNOUNCES A FINAL DIVIDEND PAYMENT FOR /05/2009 CRITERIA CAIXACORP ANNOUNCES THE APPROVAL OF ALL AGENDA POINTS CITED ON THE CALL TO THE GENERAL MEETING 07/05/2009 THE COMPANY PUBLISHES THE SPEECH MADE BY THE CEO 07/05/2009 OTHER FILINGS: CRITERIA CAIXACORP AUDIO WEBCAST OF 1Q09 RESULTS PRESENTATION 07/05/2009 CRITERIA CAIXACORP 1Q09 RESULTS PRESENTATION (INTERIM REPORT) 22/04/2009 OTHER FILINGS: THE COMPANY ANNOUNCES THAT A PRESS CONFERENCE WILL BE HELD TO REPORT 1Q09 RESULTS AND TO COMMENT ON THE ANNUAL GENERAL MEETING AGENDA 06/04/2009 PROPOSED RESOLUTIONS AND DIRECTORS REPORTS TO BE SUBMITTED AT THE GENERAL MEETING 06/04/2009 CALL TO GENERAL MEETING AND REPORT PURSUANT TO ARTICLE 116 BIS OF THE SPANISH SECURITIES MARKET ACT 02/03/2009 OTHER FILINGS: CRITERIA CAIXACORP 2008 RESULTS PRESENTATION WEBCAST 02/03/2009 OTHER FILINGS: CRITERIA CAIXACORP 2008 RESULTS PRESENTATION 02/03/2009 OTHER FILINGS: CRITERIA CAIXACORP 2008 RESULTS PRESS RELEASE 02/03/2009 THE COMPANY PUBLISHES 2008 ANNUAL CORPORATE GOVERNANCE REPORT 02/03/2009 THE COMPANY PUBLISHES 2008 ANNUAL FINANCIAL REPORT AND PROPOSED FINAL DIVIDEND 28/02/2009 PRESENTATION OF CRITERIA CAIXACORP 2H08 RESULTS 12/02/2009 OTHER FILINGS: CRITERIA CAIXACORP ANNOUNCES 2008 RESULTS PRESENTATION 30/01/2009 THE COMPANY SUBMITS SIGNIFICANT INFORMATION RELATING TO THE 2008 CLOSE Further information on these significant events can be found on the Comisión Nacional del Mercado de Valores (Spanish securities market regulator) website ( and on Criteria CaixaCorp s website ( 53

54 Disclaimer This document contains estimates made by the Company or its management at the date of preparation hereof, relating to various issues, including the market value of the non listed companies included in Criteria CaixaCorp s portfolio. The above calculation was based on an individual valuation of each of the Company s holdings (and not as an investment portfolio). Such asset by asset valuations may result in a higher value than that which would be obtained in a simultaneous sale of more than one asset or in an en bloc sale. In that regard, the Company s shares may be traded at a discount in relation to the NAV. This occurs with the shares of certain European holding companies for various reasons, such as market conditions, liquidity factors, or the current or forecast performance of a company or its investees. As a result, neither the NAV of the Company nor the estimated market value of the Company s shares may be deemed to be an approximate indication of the prices that could be obtained from a sale of assets on the open market, nor may they be considered an appropriate indication of the prices at which the shares of Criteria CaixaCorp may be listed on the Spanish stock markets. In addition, the Company s NAV will fluctuate over time with the changes in the value of its portfolio and, as a result, the shareholders may not recover their initial investment in the subsequent sale of their shares. In this regard, shareholders must keep in mind that historical returns do not guarantee future performance. Criteria CaixaCorp is under no obligation to provide public notification of the results of any review that may be made of these representations to adapt them to events or circumstances subsequent to this presentation, including among others, changes to the Company s business, its business development strategy or any other possible supervening circumstance. The contents of this statement should be taken into account by any persons or entities that may have to take decisions or prepare or disseminate opinions relating to securities issued by the Company and, in particular, by the analysts and investors handling this document. All of the above are invited to consult the public documentation and information notified or registered by Criteria CaixaCorp with the Comisión Nacional del Mercado de Valores (CNMV). The unaudited financial information contained in this document has been prepared in accordance with International Financial Reporting Standards (IFRS) and the new Spanish General Chart of Accounts. 54

55 Avda. Diagonal, , Torre II, planta Barcelona Phone: (+34)