Criteria CaixaCorp, S.A. Financial Statements for the Year Ended December 31, 2007 and Director s Report together with Auditor s Report

Transcription

1 Criteria CaixaCorp, S.A. Financial Statements for the Year Ended December 31, 2007 and Director s Report together with Auditor s Report

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3 CRITERIA CAIXACORP, SA FINANCIAL STATEMENTS AND MANAGEMENT REPORT FOR 2007 Translation of financial statements originally issued in Spanish and prepared in accordance with generally accepted accounting principles in Spain (see Note 20). In the event of a discrepancy, the Spanish-language version prevails.

4 Translation of financial statements originally issued in Spanish and prepared in accordance with generally accepted accounting principles in Spain (see Note 20). In the event of a discrepancy, the Spanish-language version prevails. CRITERIA CAIXACORP, SA BALANCE SHEETS AT 31st DECEMBER 2007 AND 31st DECEMBER 2006 (Notes 1 and 4) (Thousands of Euros) ASSETS (*) SHAREHOLDERS' EQUITY AND LIABILITIES (*) NON-CURRENT ASSETS: SHAREHOLDERS' EQUITY (Note 10): Intangible assets (Note 5) Share capital 3,362,890 2,629,871 Computer software 1,281 1,150 Share premium 7,711,244 5,999,152 Other deferred charges Reserves 525,974 1,148,192 Accumulated amortisation (1,133) (1,096) Legal reserve 525, ,974 Property, plant and equipment (Note 5) 1,272 9,435 Voluntary reserve - 622,218 Land and buildings - 8,881 Profit for the period 2,316,047 1,833,198 Fixtures, tools, furniture and other 3,134 2,225 Accumulated depreciation (1,862) (1,671) Interim dividend paid during the year (Note 3) (1,960,887) (500,000) Long-term investments (Note 6) 13,020,734 8,397,753 Investments in Group companies 3,289,249 2,249,083 Total shareholders' equity 11,955,268 11,110,413 Investments in associates 5,373,238 3,347,800 PROVISIONS FOR CONTINGENCIES AND Long-term investment securities 4,264,242 2,939,937 CHARGES (Notes 11 and 14) 9, ,327 Long-term loans to Group companies (Note 7) 134, Long-term deposits and guarantees given NON-CURRENT LIABILITIES: Allowances (Note 6) (40,429) (139,359) Long-term payables to Group companies (Note 12) 1,604, ,208 13,022,161 8,407,593 Total non-current liabilities 1,604, ,208 CURRENT ASSETS: CURRENT LIABILITIES: Accounts receivable 132,096 1,117,390 Bank borrowings (Note 12) 5,145 2 Receivable from Group companies (Note 7) 1, ,260 Payable to Group companies, associates and Other accounts receivable 5, ,904 jointly controlled entities (Note 12) 323, ,076 Tax receivables (Note 13) 125,631 13,226 Trade payables 26,478 1,566 Short-term investments (Note 8) 796, ,609 Other non-trade payables 28,990 57,297 Liquid assets (Note 9) 2,400 2,167,297 Accrual accounts Total current liabilities 383, ,941 Total current assets 931,407 3,471,296 TOTAL ASSETS 13,953,568 11,878,889 TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 13,953,568 11,878,889 The accompanying Notes 1 to 20 are an integral part of the balance sheet at 31st December 2007 (*) The figures for 31st December 2006 are presented for comparison purposes only.

5 Translation of financial statements originally issued in Spanish and prepared in accordance with generally accepted accounting principles in Spain (see Note 20). In the event of a discrepancy, the Spanish-language version prevails. CRITERIA CAIXACORP, SA INCOME STATEMENTS FOR THE YEARS ENDING 31st DECEMBER 2007 AND 2006 (Notes 1 and 4) (Thousands of Euros) DEBIT (*) CREDIT (*) EXPENSES: INCOME Staff costs (Note 15) 8,432 6,570 Revenue (Note 15): Depreciation and amortisation charge Services 1,189 1,356 Other operating expenses (Note 15) 139,099 3,402 Income from equity investments 2,162, ,805 Finance and similar costs (Note 15) 54, Other interest and similar income (Note 15) 91,224 31,340 Provision for contingencies and charges - - Gains on disposals of investments (Note 6) 159,027 1,524,697 Extraordinary income or profit (Note 5) 1,692 - Losses on disposals of investments (Note 6) 169,176 - Change in the provision for contingencies and charges 10,277 - (Note 11) Other extraordinary expenses and losses Net change in control portfolio allowances (Note 6) 20, ,573 Profit before tax 2,075,524 2,275,668 Loss before tax - - Income tax (Note 13) (240,523) 442,470 Net profit for the period 2,316,047 1,833,198 Net loss for the period - - The accompanying Notes 1 to 20 are an integral part of the income statement for 2007 (*) The figures for 31st December 2006 are presented for comparison purposes only.

6 Translation of financial statements originally issued in Spanish and prepared in accordance with generally accepted accounting principles in Spain (see Note 20). In the event of a discrepancy, the Spanish-language version prevails. CRITERIA CAIXACORP, SA NOTES TO THE FINANCIALSTATEMENTS FOR THE YEAR ENDED 31 ST DECEMBER 2007 (1) COMPANY DESCRIPTION Criteria CaixaCorp, SA, (formerly CaixaHolding, SA ) changed its name to the present one on 19 th July Its registered office is at Avenida Diagonal 621, Barcelona, and it was incorporated under the name GDS-Grupo de Servicios, SA for an indefinite period of time on 12 th December Per Article 2 of its bylaws, the company object of Criteria CaixaCorp, SA (hereinafter Criteria CaixaCorp ), both in Spain and abroad, is as follows: a) the administration and management of companies b) the provision of financial, tax, technical, stock market and any other advisory services; and the performance of activities as consultants, advisers and promoters of industrial, commercial, property development, agricultural and any other projects. c) the indirect performance, i.e. through the ownership of shares or holdings in other companies formed for the purpose, of private insurance transactions; and d) operation as a holding company, being able to form or participate, as a partner or shareholder, in other companies, whatever their nature or object, through the subscription or acquisition and ownership of shares or holdings. On 1 st June 2000, GDS-Grupo de Servicios, SA absorbed Caixa Holding, which was dormant, and adopted its company name. On 31 st July 2000, the Company carried out a EUR 2,625 million capital increase, with a share premium of EUR 7,288 million which was subscribed by its sole shareholder, la Caixa d Estalvis i Pensions de Barcelona ("la Caixa"), on this same date and paid through the contribution of most of the shares that made up its share portfolio at that time. These shares were recognised by Criteria CaixaCorp at the carrying amount stated in the consolidated financial statements of la Caixa at the aforementioned date, and the gross value of the shares was carried separately from the allowances recorded. In November 2006, the Board of Directors of la Caixa approved to study the admission to trading of its holdings through Criteria CaixaCorp. With this operation la Caixa seeks to obtain market approval of management of the portfolio and achieve a suitable platform for the international expansion of the banking and financial business.

7 - 2 - On 7 th June 2007, the Annual General Assembly of la Caixa approved the admission to trading of Criteria Caixa Corp and authorised the sale of shares of the Company up to a limit of 49% of its share capital. On 19 th July 2007, the Extraordinary General Assembly of la Caixa ratified these resolutions, in particular with regard to the broadening of the shareholder structure through an Initial Public Offering and/or a Public Offering (existing shares). Following the approval of the Offering Circular of the Offering by the Spanish National Securities Market Comission ( CNMV ), on 10 th October 2007 saw the completion of the process for the admission to trading of Criteria CaixaCorp, with its shares being admitted at market value. The Offering consisted of the issuance of 657,500,000 newly-issued shares with a par value of one euro (EUR 1) each. The initial price of the share was established at EUR 5.25, giving rise to a share premium of EUR 2,794,375 thousand. The transaction was finalised on 7 th November 2007 through the partial exercise of the green-shoe subscription option by the Global Coordinators on 75,519,037 shares with a par value of one euro (EUR 1), which gave rise to an additional capital increase of EUR 75,519 thousand and a share premium of EUR 320,956 thousand. Additionally, la Caixa resolved to deliver free of charge 200 shares to each of the serving employees of la Caixa, to the employees of the la Caixa Foundation and other Group companies. The final number of shares held by minority shareholders amounted to 21.97% of the share capital of Criteria CaixaCorp. la Caixa has stated its intention to Criteria CaixaCorp to promote an increase in the number of shares held by shareholders other than la Caixa until this number reaches 25% of the share capital of Criteria CaixaCorp (excluding, where appropriate, the Company s treasury shares), with the objective of more widely distributing the shares of Criteria CaixaCorp and increasing their liquidity through the sale of existing shares. These shares would be sold in the event that, one year subsequent to the admission to trading of Criteria CaixaCorp s shares, the market conditions were such as to enable la Caixa to obtain a selling price higher than the offering price without negatively affecting the trading thereof, and in this case they would be exercised in the three-month period from that date. As a result of this operation, Criteria CaixaCorp lost its sole-shareholder status and this loss of status was executed in a public deed at the Barcelona Mercantile Registry on 7 th November During the first semester of 2007 and prior to its admission to trading, in 2007 Criteria CaixaCorp s investment portfolio was reorganised to guarantee the future development of the business in terms of value maximisation, in line with the established strategy.

8 - 3 - In this respect, the following internal corporate reorganisation transactions were performed: 1. Sale to la Caixa of certain holdings owned by Criteria CaixaCorp, basically for the following reasons: (i) Companies not expected to generate new activity: (ii) Companies engaging in la Caixa multichannel management: (iii) Companies providing support to la Caixa or institutional investments: (iv) Seed capital companies which have an institutional element of innovation support: (v) Other companies - Caixa de Barcelona Seguros de Vida, SA de Seguros y Reaseguros, ( CaixaVida ) - Corporación Hipotecaria Mutual EFC, SA - RentCaixa, SA - e- la Caixa SA and its subsidiaries: ECT MultiCaixa, SA C3 Caixa Center, SA Serviticket, SA - Banco de Europa, SA and its subsidiaries: Telefónica Factoring, EFC, SA FinanciaCaixa 2, EFC, SA Telefónica Factoring Brasil, LTDA GDS-CUSA, SA - Servicios Urbanos y Mantenimiento, SA (SUMASA), - PromoCaixa, SA - Caixa Preference, SAU - Telefónica Factoring México, SA - Barcelona Emprèn, SCR, SA - BCN Ventures, SGECR, SA - Catalana d Iniciatives, SCR, SA - Invercat Exterior, FCR - Neotec Capital Riesgo, SCR, SA - Caixa Capital Risc, SGECR, SA - Caixa Capital Semilla, SCR de Régimen Simplificado, SA, - Caixa Capital Pyme Innovación, SCR de régimen simplificado, SA, - Iniciativa Emprendedor XXI, SA - Edicions 62, SA - Trade Caixa I, SA - Inforsistem, SA - Inversiones Inmobiliarias Oasis Resort, SL - Inversiones Inmobiliarias Teguise Resort, SL - 4-D Neuroimaging - Directo Inc. - Chip Card, SA - Productora Elèctrica Urgellenca SA - Foment de Ciutat Vella, SA

9 Acquisition by Criteria CaixaCorp from la Caixa of the following shareholdings: Company Name Ownership (%) Abertis Infraestructuras, SA (1) Inversiones Autopistas, SL (1) (2) Telefónica, SA (1) 0.40 Bolsas y Mercados Españoles, SHMSF, SA 3.53 Gas Natural, SDG, SA (1) 0.20 Finconsum, EFC, SA (1) CaixaRenting, SA(1) Gesticaixa, SGFT, SA (1) 6.00 (1) Most of these holdings were previously sold to la Caixa by other Group companies. (2) Holding company which has a 7.75% shareholding in Abertis Infraestructuras SA. All the transactions listed above were performed at market value, i.e. considering the market price or third-party valuation of the investment or, in the absence thereof, its underlying carrying amount. (2) BASIS OF PRESENTATION OF THE FINANCIAL STATEMENTS a) Fair presentation The accompanying financial statements, which were prepared by the Company s directors, were obtained from the Company s accounting records and are presented in accordance with the Spanish National Chart of Accounts, so that they present fairly the Company s net worth and financial position at 31 st December 2007, and the results of its operations and the funds obtained and applied by it in the year then ended. These financial statements, which were prepared by the Board of Directors on 6 th March 2008, will be submitted for approval by the shareholders at the respective Annual General Meeting, and it is considered that they will be approved without any changes. The 2006 financial statements were approved by the shareholders at the Annual General Meeting held on 29 th March The accompanying financial statements of Criteria CaixaCorp do not reflect the changes in equity that would result from fully or proportionately consolidating or accounting for investments in Group companies, jointly controlled entities and associates using the equity method. Additionally, the consolidated financial statements at 31 st December 2007 and 2006 of the Criteria CaixaCorp Group, which were prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union, present the following aggregates with respect to consolidated

10 - 5 - equity, profit for the year attributable to the Group, total consolidated assets and total consolidated income: (Thousands of Euros) Consolidated equity 15,013,591 14,944,921 Profit for the year attributable to the Group 1,725,862 2,159,331 Total consolidated assets 40,680,565 37,400,986 Revenue 2,227,420 2,739,545 The non-consolidated profit for the year of Criteria CaixaCorp includes, as a consequence of the investment portfolio reorganization, an extraordinary dividend from Caixa Barcelona Vida, amounted EUR 1,350 millions, which has been eliminated in the consolidation process (see Note 15). b) Accounting principles The financial statements were prepared using the accounting policies and measurement bases detailed in Note 4. All obligatory accounting policies and measurement bases with a significant impact on the accompanying financial statements were applied in their preparation. The headings Profit from Operations, Financial Profit, Profit from Ordinary Activities and Extraordinary Profit were eliminated from the accompanying income statement since, as a result of the activities of Criteria CaixaCorp, finance income, finance costs, changes in the control portfolio allowances and gains on disposal of investments form part of profit from operations. c) Comparative information The figures for 2006, included in the accompanying 2007 financial statements, are presented for comparison purposes only. No other material regulatory changes arose which affect the comparison of the accompanying financial statements for 2007 and d) Entry into force of the new Spanish National Chart of Accounts In accordance with RD 1514/2007 of 16 th November, the Company must adapt its accounting records to the new Spanish Chart of Accounts, which will enter into force on 1 st January 2008 and must be applied for all periods beginning on or after that date.

11 - 6 - (3) DISTRIBUTION OF PROFIT The distribution of profit for 2007 proposed by Criteria CaixaCorp s directors and the allocation of profit for 2006 are as follows: Distribution basis: (Thousands of Euros) Profit for the year Distribution: Dividends To legal reserve To voluntary reserve In 2007 the Board of Directors resolved to distribute three interim dividends for a total of EUR 1,960,887 thousand. Therefore, the Board of Directors of Criteria CaixaCorp will propose to the shareholders, at the Annual General Meeting, the distribution of a complementary dividend of EUR 67,258 thousand. Set forth below are the legally required provisional accounting statements prepared to evidence the existence of sufficient liquidity for the distribution of these dividends: (Thousands of Euros) Date of interim dividend distribution resolution 07/06/07 26/07/07 13/12/07 Date of accounting close used 30/04/07 30/06/07 30/11/07 Profits since 1 January ,712,351 1,881,339 2,245,760 Appropriation to the legal reserve - - (146,604) Interim dividend distributed - (1,010,000) (1,860,000) Maximum amount to be distributed 1,712, , ,156 Interim dividend agreed upon (1,010,000) (850,000) (100,887) Retained earnings 702,351 21, ,269 Available in credit accounts and liquid assets 6,605,114 5,905,456 4,170,287 Envisaged changes in liquid assets (4,332,096) (3,261,169) (785,424) Interim dividend (1,010,000) (850,000) (100,887) Remaining liquidity 1,263,018 1,794,287 3,283,976

12 - 7 - In 2006 Criteria CaixaCorp resolved to distribute three interim dividends for a total of EUR 500,000 thousand. Set forth below are the legally required provisional accounting statements prepared to evidence the existence of sufficient liquidity for the distribution of these dividends: (Thousands of Euros) Date of interim dividend distribution resolution 06/06/06 07/09/06 28/12/06 Date of accounting close used 30/04/06 31/07/06 30/11/06 Profits since 1 January , , ,804 Interim dividend distributed - (100,000) (300,000) Maximum amount to be distributed 314, , ,804 Interim dividend agreed upon (100,000) (200,000) (200,000) Remaining balance 214,063 57, ,804 Available in credit accounts and liquid assets 2,664,944 2,437,839 2,842,040 Envisaged changes in liquid assets (363,756) (209,125) 1,454,281 Interim dividend (100,000) (200,000) (200,000) Remaining liquidity 2,201,188 2,028,714 4,096,321 (4) ACCOUNTING POLICIES The principal accounting policies used by the Company in preparing its 2007 financial statements, in accordance with the Spanish National Chart of Accounts, were as follows: a) Intangible assets Intangible assets, which are recognised at cost, basically include development costs for new computer software and are amortised on a straight-line basis over five years. The intangible asset amortisation charges for 2007 and 2006 amounted to EUR 53 thousand and EUR 39 thousand, respectively, and are recognised under Depreciation and Amortisation Charge in the accompanying income statement. b) Property, plant and equipment Property, plant and equipment are stated at acquisition cost less the related accumulated depreciation. Depreciation of the items of property, plant and equipment is calculated, using the straight-line method, on the basis of the cost value of the assets over the following periods of estimated useful life: Years of Estimated Useful Life Structures 50 Fixtures, tools and furniture 5 to 10 Computer hardware 2 to 3 Other items of property, plant and equipment 3 to 8

13 - 8 - As an exception, land is not depreciated since it is considered to have an indefinite life. The costs of expansion or improvements leading to a lengthening of the useful lives of the assets are capitalised. Upkeep and maintenance costs are recognised as an expense in the year in which they are incurred. Depreciation charged to the income statement in 2007 and 2006 amounted to EUR 261 thousand and EUR 218 thousand, respectively, and is recognised under Depreciation and Amortisation Charge in the accompanying income statement. c) Marketable securities and other similar investments Investments in marketable securities and other similar financial assets are recognised as follows: 1. Listed securities (excluding shares in Group companies, jointly controlled entities or associates): at the lower of cost and market value. The market value was taken to be the lower of average market price in the last quarter and market price at yearend. 2. Unlisted securities and equity investments in Group companies, jointly controlled entities or associates: at the lower of acquisition cost and underlying carrying amount of the shares, adjusted by the amount of the unrealised gains disclosed at the time of the acquisition and still existing at the date of subsequent measurement. Gains not attributable to specific items of the investee will be amortised over the period in which it is considered, at a minimum, that this company will contribute to the generation of profit (from 5 to 20 years). These amortisation charges are recognised with a charge to Net Change in Control Portfolio Allowances in the accompanying income statement, unless they are absorbed by an increase in the underlying carrying amount of the investee. Unrealised losses (cost higher than market value or fair value at year-end) are recognised under "Allowances" in the accompanying balance sheets. Long-term guarantees relate to the rent deposits paid out by the Company for certain offices. d) Current/Non-current classification In the accompanying balance sheets assets and liabilities due to be settled within 12 months are classified as current items and those due to be settled within more than 12 months as non-current items. e) Accounts receivable The accounts receivable are recognised at face value or realisable value and the related operating allowance is recognised if the latter value is lower.

14 - 9 - f) Accounts payable Accounts payable are recognised at repayment value plus the accrued interest payable at year-end. g) Income tax The current income tax expense is calculated on the basis of accounting profit before tax, increased or decreased, as appropriate, by permanent differences from taxable profit, net of tax relief and tax credits, excluding tax withholdings and prepayments. The deferred tax assets or liabilities arising as a result of the timing differences resulting from the application of tax policies in the recognition of income and expenses are reflected in the balance sheet until they reverse, in accordance with current accounting legislation. Additionally, Criteria CaixaCorp forms part of the la Caixa consolidated tax group and files consolidated tax returns (see Note 13) and, accordingly, the deferred tax assets and deferred tax liabilities arising from the eliminations of the results obtained from the transactions performed with other Group companies for the calculation of the consolidated tax base and which may be included in the future are recognised. The taxable profit relating to tax credits for double taxation, reinvestment and staff training costs is treated as a deduction from income tax in the year in which entitlement to the tax credit arises or is exercised (see Note 13). Compliance with the requirements set forth in current legislation is required in order to use these tax credits. In 2006 the Consolidated Corporation Tax Law was amended by Final Provision Two of Law 35/2006, of 28 th November. As a result of this amendment, among other measures, the standard tax rate was reduced to 32.5% for the tax period beginning from 1 st January 2007, and to 30% for the tax periods beginning from 1 st January Consequently, at the end of each financial year the deferred tax assets and liabilities recognised under the balance sheet headings Tax Receivables, Tax Payables and Long-term Payables to Group Companies against Income Tax in the income statement were restated (see Note 13). h) Foreign currency transactions Foreign equity securities are translated to euros by applying to the acquisition price the exchange rates prevailing at the date on which the securities were included in the Company s assets. This value may not exceed the value that would result from applying the year-end exchange rates to the market values of the securities. Upon initial recognition, receivables and payables denominated in foreign currencies are translated to euros at the exchange rates ruling at the trade date, and are adjusted at year-end to the exchange rates then prevailing. Exchange differences arising on adjustment of foreign currency payables and receivables to year-end exchange rates are classified by due date and currency, and for

15 this purpose currencies which, although different, are officially convertible are grouped together. The positive net differences in each group of currencies are recognised under "Deferred Income" on the liability side of the balance sheet, unless exchange losses in a given group have been charged to profit in prior years, in which case the net positive differences are credited to profit for the year up to the limit of the negative net differences charged to profit in prior years. The negative differences in each group are charged to profit, the moment in which these differences are generated. The positive differences deferred in prior years are credited to profit in the year in which the related receivables and payables fall due or are settled early, or as negative exchange differences for the same or a higher amount are recognised in each homogeneous group. i) Derivative transactions In equity security option transactions, the premiums paid are recognised as an asset while the premiums received are recognised as a liability. In the case of hedges, the premiums are taken to profit throughout the term of the option, whereas in the case of trading options, the premiums are allocated to profit as the hedge expires or is terminated early. Options are measured periodically and, if appropriate, the related allowance is recognised. Additionally, in 2007, Criteria CaixaCorp arranged hedge transactions on 0.94% of the shares of Telefónica (see Note 6.3). Consequently, the investment in these shares is not exposed to market risk, since the changes in value are offset by the changes in the value of the derivative and, accordingly, the shares continue to be recognised at cost. j) Revenue and expense recognition Revenue and expenses are recognised when the actual flow of the related goods and services occurs, regardless of when the resulting monetary or financial flow arises. However, in accordance with the accounting principle of prudence, the Company only recognises realised profit at year-end, whereas foreseeable contingencies and losses, including possible losses, are recognised as soon as they become known. Dividends received on financial assets are recognised as revenue in the year in which the dividend distribution is announced by the managing body of an investee. As a result of its admission to trading, Criteria CaixaCorp incurred a series of expenses, which were recognised in full in the accompanying income statement (see Note 15).

16 (5) INTANGIBLE ASSETS AND PROPERTY, PLANT AND EQUIPMENT The changes in intangible assets and property, plant and equipment in 2007 were as follows: Total intangible assets 31/12/06 Additions Disposals 31/12/07 Acquisition cost 1, (348) 1,288 Accumulated depreciation (1,096) (53) 16 (1,133) Land and structures Total intangible assets: (332) 155 Acquisition cost 8, (9,014) - Accumulated depreciation (12) (58) 70 - Fixtures, tools, furniture and other 8, (8,944) - Acquisition cost 2, ,134 Accumulated depreciation (1,659) (203) - (1,862) Total property, plant and equipment (Thousands of Euros) ,272 Acquisition cost 11,106 1,042 (9,014) 3,134 Accumulated depreciation (1,671) (261) 70 (1,862) Total property, plant and equipment: 9, (8,944) 1,272 The foregoing disposals of property, plant and equipment relate basically to the sale of premises owned by Criteria CaixaCorp to Gestora de MicroFinances, SA (a wholly-owned investee of la Caixa ) for a total of EUR 10,442 thousand which generated pre-tax profit of EUR 1,497 thousand, which is recognised under Extraordinary Income and Profit in the accompanying income statement.

17 (6) LONG-TERM INVESTMENTS The most significant information relating to the shares included under Investments in Group Companies, Investments in Associates and Long-term Investment Securities is included in Appendixes I, II and III, respectively. The changes in 2007 and 2006 in the various «Long-Term Investments» headings were as follows: 6.1. Investments in Group companies: Changes in 2007 (Thousands of Euros) 2007 Capital Increases and Payments Capital Transfers Company Acquisitions of Capital Calls Reductions Sales and Other Total Balance at 2006 year-end 2,249,083 Banco de Europa, SA (67,571) - (67,571) Caixa Capital Desarrollo, SCR, de Régimen Simplificado, SAU (1) (35,431) (35,431) Caixa Capital Risc, SGECR, SA (1,000) - (1,000) Caixa de Barcelona Seguros de Vida, SA de Seg. y Reaseg (487,582) - (487,582) Caixa Preference, SAU (708) - (708) CaixaRenting, SA 52, ,000 Catalunya de Valores SGPS, UL (1) (262,802) (262,802) Corporación Hipotecaria Mutual, EFC, SA (1) 1, (4,138) (325) (2,596) e-"la Caixa", SA (89,055) - (89,055) Finconsum, EFC, SA 85,000 12, ,362 GestiCaixa, SGFT, SA 1, ,200 Gestora de Microfinances, SA (300) - (300) Hodefi, SAS(2) (323,425) (323,425) Iniciativa Emprendedor, XXI, SA (10,000) - (10,000) InverCaixa Gestión, SGIIC, SAU (1) (17,873) (17,809) Inversiones Autopistas, SL 524, ,214 Inversiones Inmobiliarias Oasis Resort, SL (1) (13,061) (383) (13,444) Inversiones Inmobiliarias Teguise Resort, SL (1) (12,381) (303) (12,684) MediCaixa, SA (144) - (144) Negocio de Finanzas e Inversiones I, SL (1) - 657, (96,187) 561,753 PMC-Private Management (293) - (293) Port Aventura, SA 12, ,840 PromoCaixa, SA (665) - (665) RentCaixa, SA de Seguros y Reaseguros (64,214) - (64,214) Holret, SA (formerly Servihabitat, SA) (2) , (154,357) 104,343 Suministros Urbanos y Mantenimientos, SA (1,873) - (1,873) Trade Caixa I, SA (5,000) - (5,000) Caifor, SA (3) - 33, , ,295 Crisegen Inversiones, SL (4) 875, ,602 VidaCaixa, SA de Seguros y Reaseguros (3) ,094 56,094 Other companies (1,015) - (941) Subtotal 1,552, ,691 - (759,000) (716,447) 1,040,166 Balance at 2007 year-end 3,289,249 (1) The column Transfers and Other relates to the dividends distributed against reserves and/or share premium and deducted from the cost of the investment in each company. (2) Criteria CaixaCorp subscribed a capital increase at Holret, SA, through the contribution of the full amount of its investment in Hodefi, SAS, at the carrying amount stated in the financial statements of Criteria CaixaCorp. (3) The investments in Caifor, SA and VidaCaixa, SA de Seguros y Reaseguros were reclassified to Group companies following the acquisition of 50% of the ownership interest held by the Fortis Group. (4) Crisegen Inversiones, SL (formerly, Fortis AG España Invest, SL) holds a 50% ownership interest in Caifor, SA and was acquired to the Fortis Group.

18 Changes in 2006 (Thousands of Euros) 2006 Capital Capital Transfers Company Acquisitions Increases Reductions Sales and Other Total Balance at 2005 year-end 2,768,019 Caixa de Barcelona Seguros de Vida, SA de Seg. y Reaseg. (1) (361,746) (361,746) Edicions 62, SA (2) - - (8,390) (10,602) (9,969) (28,961) Inversiones Inmobiliarias Oasis Resort, SL (380) (380) Inversiones Inmobiliarias Teguise Resort, SL (299) (299) Inmobiliaria Colonial, SA (127,535) - (127,535) Other companies (15) (2) (15) Subtotal 2 - (8,390) (138,152) (372,396) (518,936) Balance at 2006 year-end 2,249,083 (1) The column Transfers and Other includes the refund of the share premium by Caixa Barcelona Seguros de Vida, SA de Seguros y Reaseguros, which is consequently deducted from the portfolio cost. (2) At 31 st December 2006, Criteria CaixaCorp held 30% of the share capital of Edicions 62, SA. As a result, it was reclassified from Investments in Group Companies to Investments in Associates. As a result of the reorganisation process described in Note 1, Criteria CaixaCorp carried out the following transactions at Group companies: Banco de Europa, SA: Sale to la Caixa of the whole of its 100% holding for EUR 71,800 thousand, giving rise to a pre-tax gain of EUR 4,229 thousand which is recognised under Gains on Disposal of Investments in the accompanying income statement. Caixa Capital Risc, SGECR, SA: The Criteria CaixaCorp Group sold all its investments in companies engaging in the seed capital business, and which therefore have an element of institutional support for innovation. As a result, Criteria CaixaCorp sold the whole of the ownership interest in Caixa Capital Risc, SGECR, SA to la Caixa for EUR 6,268 thousand, giving rise to a pre-tax gain of EUR 5,268 thousand which is recognised under Gains on Disposal of Investments in the accompanying income statement. Caixa de Barcelona Seguros de Vida, SA de Seguros y Reaseguros (CaixaVida): In March 2007, Criteria CaixaCorp sold its full ownership interest in CaixaVida to la Caixa for EUR 318,794 thousand. This transaction gave rise to a loss before tax of EUR 168,788 thousand, which is recognised under Losses on Disposal of Investments in the accompanying income statement. Caixa Preference, SAU: Criteria CaixaCorp sold all of its 100% holding in Caixa Preference, SAU to la Caixa for EUR 2,688 thousand, giving rise to a pre-tax gain of EUR 1,980 thousand, which is recognised under Gains on Disposal of Investments in the accompanying income statement. CaixaRenting, SA: Criteria CaixaCorp acquired (see Note 1) 100% of CaixaRenting, SA for EUR 52,000 thousand. The total interest held by Criteria CaixaCorp in CaixaRenting, SA at 31 st December 2007 is 100%. Corporación Hipotecaria Mutual, EFC, SA: At the beginning of 2007 Criteria CaixaCorp acquired 30% of Corporación Hipotecaria Mutual, EFC, SA, which was

19 owned by minority shareholders, for EUR 1,867 thousand. Subsequently, as part of the reorganisation process preceding its admission to trading, Criteria CaixaCorp sold all of its full ownership interest to la Caixa for its carrying amount, EUR 4,138 thousand. e- la Caixa, SA: Criteria CaixaCorp sold all of its 100% holding in e- la Caixa, SA to la Caixa for EUR 87,187 thousand, giving rise to a loss before tax of EUR 197 thousand which is recognised under Losses on Disposal of Investments in the accompanying income statement. Finconsum, EFC, SA: In February 2007, Criteria CaixaCorp acquired from Sofinco 45% of Finconsum, EFC, SA for EUR 38,250 thousand. Subsequently, it acquired from la Caixa the remaining 55% for EUR 46,750 thousand. On 20 th December 2007, a capital increase of EUR 12,362 thousand was made, paid in full by Criteria CaixaCorp, which at 31 st December 2007 had a 100% ownership interest in this company. Gesticaixa, SGFT, SA: Criteria CaixaCorp acquired from la Caixa its 6% shareholding in Gesticaixa, SGFT, SA for EUR 1,200 thousand. Criteria CaixaCorp had a 100% ownership interest in GestiCaixa, SGFT, SA at 31 st December Gestora de Microfinances, SA: Criteria CaixaCorp sold all of its 100% holding in Gestora de Microfinances, SA to la Caixa for EUR 264 thousand, giving rise to a loss before tax of EUR 36 thousand, which is recognised under Losses on Disposal of Investments in the accompanying income statement. Hodefi, SAS: Criteria CaixaCorp subscribed a non-monetary capital increase in Holret, SA for EUR 247,160 thousand (of which EUR 61,796 thousand were capital and the rest was share premium) through the contribution of all of its ownership interest in Hodefi, SAS. The cost value recognised by Criteria CaixaCorp for this non-monetary contribution was the carrying amount of these shares per Criteria CaixaCorp s books. Holret, SA (formerly Servihabitat, SA): Criteria CaixaCorp subscribed the entire capital increase in Holret, SA for EUR 247,160 thousand (EUR 61,796 thousand in capital and the rest as share premium), through the non-monetary contribution of 2,150,000 shares in Hodefi, SA representing 85.08% of its share capital. The cost value recognised by Criteria CaixaCorp for this non-monetary contribution was the carrying amount of these shares per Criteria CaixaCorp s books, which amounted EUR 258,639 thousand. Subsequently, Holret, SA distributed dividends of which a total sum of EUR 154,357 thousand was recognised as a deduction from the cost of the investment. The Criteria CaixaCorp Group owned 100% of the shares of Holret, SA at 31 st December Iniciativa Emprendedor XXI, SA: Criteria CaixaCorp sold all of its 100% holding in Iniciativa Emprendedor XXI, SA to la Caixa for EUR 9,729 thousand, giving rise to a pre-tax gain of EUR 329 thousand, which is recognised under Gains on Disposal of Investments in the accompanying income statement. Inversiones Autopistas, SL: Criteria CaixaCorp acquired from la Caixa 50.10% of Inversiones Autopistas, SL, which held a 7.75% ownership interest in Abertis

20 Infraestructuras, SA for EUR 524,214 thousand. The total interest held by Criteria CaixaCorp in this company at 31 st December 2007 is 50.10%. Inversiones Inmobiliarias Oasis Resort, SL and Inversiones Inmobiliarias Teguise Resort, SL: Criteria CaixaCorp sold to la Caixa all its holdings in these companies, both of which are 60% owned by Criteria CaixaCorp. This sale amounted to a combined total of EUR 26,567 thousand and gave rise to a pre-tax gain of EUR 1,125 thousand. Negocio de Finanzas e Inversiones I, SL: On 29 th March 2007, Criteria CaixaCorp subscribed the entire capital increase in Negocio de Finanzas e Inversiones I, SL for EUR 297,940 thousand (of which EUR 100,000 thousand were capital and the rest was share premium), through the non-monetary contribution of 11,470,159 shares of Atlantia, S.p.A. (formerly Autostrade, S.p.A.), representing 2.01% of share capital, of 367,548 shares of Boursorama, SA, representing 0.43% of share capital and 14,385,783 shares of Banco Comercial Portugues, SA, representing 0.40% of share capital. The cost value recognised by Criteria CaixaCorp for this non-monetary contribution was the carrying amount of these shares per Criteria CaixaCorp s books. Subsequently, Negocio de Finanzas e Inversiones I, SL distributed dividends, of which a sum of EUR 96,187 thousand was recognised by Criteria CaixaCorp as a deduction from the cost of the investment. On 5 th November 2007, Criteria CaixaCorp subscribed a new capital increase (with a monetary contribution) for a nominal amount of EUR 120,000 thousand, with a share premium of EUR 240,000 thousand. PromoCaixa, SA: Criteria CaixaCorp sold to la Caixa all of its 99.99% holding in PromoCaixa, SA for EUR 4,058 thousand, giving rise to a pre-tax gain of EUR 3,393 thousand, which is recognised under Gains on Disposal of Investments in the accompanying income statement. RentCaixa, SA: Criteria CaixaCorp sold to la Caixa all of its 100% holding in RentCaixa, SA for EUR 65,821 thousand, giving rise to a pre-tax gain of EUR 1,607 thousand, which is recognised under Gains on Disposal of Investments in the accompanying income statement. Suministros Urbanos y Mantenimientos, SA: Criteria CaixaCorp sold all of its 51.00% holding in Suministros Urbanos y Mantenimientos, SA for EUR 1,997 thousand, giving rise to a pre-tax gain of EUR 124 thousand, which is recognised under Gains on Disposal of Investments in the accompanying income statement. TradeCaixa I, SA: Criteria CaixaCorp sold all of its 99.99% holding in TradeCaixa I, SA for EUR 6,667 thousand, giving rise to a pre-tax gain of EUR 1,667 thousand, which is recognised under Gains on Disposal of Investments in the accompanying income statement. Additionally, the following transactions were made with third parties outside the Group:

21 Caifor, SA, Crisegen Inversiones, SL (formerly Fortis AG España Invest, SL) and VidaCaixa, SA de Seguros y Reaseguros: On 11 th July 2007, Criteria CaixaCorp and Fortis Group reached an agreement whereby the former company would acquire Fortis holding in Caifor, SA (50%) and in SegurCaixa, SA de Seguros y Reaseguros (20%), through the acquisition by Criteria CaixaCorp of the holding company Fortis AG España Invest, SL (owner of 50% of Caifor, SA), and the subsequent acquisition by Caifor, SA of the 20% holding in SegurCaixa, SA de Seguros y Reaseguros, owned by the holding company Fortis España Invest, SL. On 12 th November 2007, following the approval of the transaction by the related authorities, 50% of Caifor, SA s shares were acquired, through the purchase of 100% of Fortis AG España Invest, SL, by means of a payment of EUR 875,602 thousand. In the context of this transaction, the Criteria CaixaCorp Group now owns 100% of Caifor, SA and its subsidiaries VidaCaixa, SA de Seguros y Reaseguros, SegurCaixa, SA de Seguros y Reaseguros and AgenCaixa, SA, and, as a result, reclassified the interests held in VidaCaixa, SA de Seguros y Reaseguros and Caifor, SA under Investments in Associates and Jointly Controlled Entities to Investments in Group Companies. On 20 th December 2007, Criteria CaixaCorp paid EUR 33,750 thousand of capital calls of Caifor, SA. On 12 th December 2007, the change of Company name from Fortis AG España Invest, SL to Crisegen Inversiones, SL was approved. Port Aventura, SA: Criteria CaixaCorp acquired an additional 3.14% interest in Port Aventura, SA for EUR 12,840 thousand. The total interest held by the Criteria CaixaCorp Group in Port Aventura, SA at 31 st December 2007 is 97.12%. Inmobiliaria Colonial, SA: In 2006 Criteria CaixaCorp sold all of its 18.25% direct holding in the capital of Inmobiliaria Colonial, SA (the total holding sold by the CaixaHolding Group was 39.54%), after accepting Grupo Inmocaral, SA s takeover bid for all the share capital, at a price of EUR 63 per share. This gave rise to a pre-tax gain of EUR 558,803 thousand, which is recognised under Gains on Disposal of Investments in the accompanying income statement for 2006.

22 Investments in associates and jointly controlled entities: Changes in 2007 (Thousands of Euros) 2007 Transfers Company Acquisitions Sales and Other Total Balance at 2006 year-end 3,347,800 Abertis Infraestructuras, SA 1,786, ,786,247 Banco BPI, SA 311, ,531 Boursorama, SA (2) 1,219 - (1,219) - Caifor, SA (1) (118,545) (118,545) Edicions 62, SA - (9,969) - (9,969) Gas Natural, SDG, SA 40, ,185 Inforsistem, SA - (99) - (99) Sociedad General de Aguas de Barcelona, SA 72, ,182 VidaCaixa, SA de Seguros y Reaseguros (1) - - (56,094) (56,094) Subtotal 2,211,364 (10,068) (175,858) 2,025,438 Balance at 2007 year-end 5,373,238 (1) The amount of the invested held in Caifor, SA and VidaCaixa, SA de Seguros y Reaseguros was reclassified to Investments in Group Companies following the acquisition of the additional 50% holding from the Fortis Group. (2) The column Transfers and Other reflects the net sum of EUR 2,806 thousand relating to Boursorama, SA transferred from the heading Long-term Investment Securities to Investments in Associates, and EUR 4,025 thousand relating to the subsequent disposal thereof following its contribution in the capital increase at Negocios de Finanzas e Inversiones I, SL. Changes in 2006 (Thousands of Euros) 2006 Transfers Company Acquisitions Sales and Other Total Balance at 2005 year-end 2,956,732 Banco BPI, SA 381, ,099 Edicions 62, SA (1) - - 9,969 9,969 Subtotal 381,099-9, ,068 Balance at 2006 year-end 3,347,800 (1) At 31 st December 2006, Criteria CaixaCorp held 30% of the share capital of Edicions 62, SA. As a result, it was reclassified from Investments in Group Companies to Investments in Associates. Abertis Infraestructuras, SA: As part of the Group s reorganisation process, Criteria CaixaCorp acquired from la Caixa (see Note 1) a 12.79% ownership interest in Abertis Infraestructuras, SA for EUR 1,704,142 thousand. Subsequently, the Group acquired an additional holding of 0.594% on the stock market for a total amount of EUR 82,105 thousand. At 31 st December 2007, the Criteria CaixaCorp Group's investment in Abertis Infraestructuras, SA was 21.12% and its controlling interest stood at 24.99% (comprising the total investment held through subsidiaries).

23 Banco BPI, SA: Criteria CaixaCorp acquired from the subsidiary Catalunya de Valores SGPS, UL a 6.45% holding in Banco BPI, SA for EUR 310,381 thousand. Criteria CaixaCorp acquired a further 0.03% interest in Banco BPI, SA for EUR 1,150 thousand. Criteria CaixaCorp s direct investment in Banco BPI, SA at 31 st December 2007 is 15% and the Criteria CaixaCorp Group s total investment is 25.02%. In 2006, following prior authorisation from the Bank of Portugal to hold more than a 20% ownership in Banco BPI, SA, the Criteria CaixaCorp Group made an investment of EUR 381,099 thousand, representing a holding of 8.52%. Boursorama, SA: Criteria CaixaCorp acquired 0.42% of Boursorama, SA for EUR 3,997 thousand. Hence, the Criteria CaixaCorp Group s investment in Boursorama, SA exceeds 20% (it stood at 20.44% at 31 st December 2007) and this company was classified as an associate. The direct interest held by Criteria CaixaCorp in Boursorama, SA was subsequently contributed to Negocio de Finanzas e Inversiones I, SL by means of a capital increase (see section 6.1 of this Note). Edicions 62, SA: Criteria CaixaCorp sold to la Caixa all of its 30% holding in Edicions 62, SA for EUR 9,479 thousand, giving rise to a pre-tax gain of EUR 3,326 thousand which is recognised under Gains on Disposal of Investments in the accompanying income statement. In 2006 Criteria CaixaCorp, Editorial Planeta, SA and Encicopedia Catalana, SA entered into a framework investment agreement whereby Criteria CaixaCorp reduced its holding in the publishing group Edicions 62 from 88.91% to 30%. As of that date, this holding was reclassified from Investments in Group Companies to Investments in Associates. Gas Natural, S.D.G., SA: Criteria CaixaCorp, as part of the Group s reorganisation process, acquired from la Caixa (see Note 1) a 0.2% interest in Gas Natural S.D.G., SA for EUR 40,185 thousand. The Criteria CaixaCorp Group s total investment in Gas Natural SDG, SA at 31 st December 2007 is 35.53%. Sociedad General de Aguas de Barcelona, SA (Agbar): On 10 th April 2007, Hisusa and its two shareholders, Suez Environnement, SA (and its subsidiary Suez Environnement España SLU) and Criteria CaixaCorp, notified the Spanish National Securities Market Commission, through a relevant event communication, supplemented by a further relevant event communication dated 13 th April, 2007, its intention to jointly present a takeover bid on all the shares of Agbar not controlled by them, at a price of EUR per share. After having obtained the related authorisations by the competent authorities, the tender offer prospectus was filed at the Spanish National Securities Market Commission on 27 th December 2007, and the takeover bid was outstanding at 31 st December Earlier, on 21 st November, Hisusa, SA, Suez Environnement, SA and Criteria CaixaCorp notified the Spanish National Securities Market Commission by means of a further relevant event communication, regarding the purchase from Torreal, SA, second main shareholder of Agbar, of its 6.671% holding therein, arising from its irrevocable commitment to transfer its shares in the framework of the takeover bid. With this purchase, the Criteria Caixa Corp Group and its shareholder Suez Environnement, SA obtained a joint holding of 56.46% in Agbar, and resolved to jointly manage and exercise the future control over Agbar. The payment

24 made by Criteria CaixaCorp for the acquisition of the 1.75% direct holding in Agbar from Torreal, SA amounted to EUR 72,182 thousand (see Note 18) Long-term investment securities Changes in 2007 (Thousands of Euros) 2007 Capital Transfers Company Acquisitions Increases Sales and Other Total Balance at 2006 year-end 2,939,937 Atlantia, SpA (formerly Autostrade, SpA) 2, (257,096) (254,996) Banco Comercial Portugués, SA 11, (36,820) (25,513) Bolsas y Mercados Españoles, SHMSF, SA 122, ,561 Boursorama, SA 2, (2,806) (28) Catalana d'iniciativa SCR, SA - - (1,404) - (1,404) Directo, Inc - - (2,459) - (2,459) Invercat Exterior FCR - - (1,745) - (1,745) Repsol YPF, SA 53, ,191 Telefónica, SA 1,441, ,441,213 4D Neuroimaging - - (4,409) - (4,409) Other companies - - (1,193) (913) (2,106) Subtotal 1,633,150 - (11,210) (297,635) 1,324,305 Balance at 2007 year-end 4,264,242 (1) The column Transfers and Other includes the disposals of Atlantia, SpA (formerly Autostrade, SpA) and Banco Comercial Portugués, SA, since they were contributed in the capital increase at Negocios de Finanzas e Inversiones I, SL subscribed by Criteria CaixaCorp. This column also includes EUR 2,806 thousand, relating to Boursorama, SA, for the transfer from Long-term Investment Securities to Investments in Associates. (2) Transactions performed in full or in part in the company reorganisation process prior to the Company s admission to trading on the stock market (see Note 1). Changes in 2006 (Thousands of Euros) 2006 Capital Transfers Company Acquisitions Increases Sales and Other Total Balance at 2005 year-end 3,726,449 Autostrade, SpA 254, ,996 Banco Comercial Portugués, SA 25, ,513 Banco de Sabadell, SA - - (466,050) - (466,050) Boursorama, SA Endesa, SA - - (220,975) - (220,975) Suez, SA - - (516,120) - (516,120) Telefónica, SA 134, ,657 Other companies 260 1, ,439 Subtotal 415,454 1,179 (1,203,145) - (786,512) Balance at 2006 year-end 2,939,937 Atlantia, SpA (formerly Autostrade, SpA): As discussed above, Criteria CaixaCorp contributed to Negocio Finanzas e Inversiones I, SL all of its 2.01% equity interest in Atlantia, S.p.A. for EUR 257,096 thousand, acquired through an investment of EUR 254,996 thousand made in 2006 relating to 1.99% of the share capital, and a further investment of EUR 2,100 thousand made in 2007 relating to an additional 0.02% of