Call of Extraordinary Shareholders Meeting of CaixaBank, S.A.

Transcription

1 Call of Extraordinary Shareholders Meeting of CaixaBank, S.A. The Board of Directors of CAIXABANK, S.A. (the Company ), at a meeting held on 22 May 2012, resolved to call an Extraordinary Shareholders Meeting, to be held at Recinto de Gran Via de Fira de Barcelona, Pavelló 8 - Centre Convencions Gran Via, carrer del Foc 35, Barcelona on 26 June 2012 at 12:00 on first call. If the required attendance quorum is not achieved on first call, the meeting shall take place on second call at the same venue and on the same time on 27 June It is expected that the General Meeting will be held on first call, i.e. on 26 June 2012, at the venue and time aforesaid. The General Meeting will be held according to the following: AGENDA 1º. Approval of the merger by absorption of Banca Cívica, S.A. by CaixaBank, S.A., involving the disappearance of the absorbed company and the en bloc assignment of its assets to the absorbing company, with an specific provision that the exchange will take place by allocating treasury shares in CaixaBank, S.A., by issuing new shares in CaixaBank, S.A., or by a combination of both, in accordance with the terms of the merger plan drawn up by the Boards of Directors of the aforesaid companies, lodged at the Commercial Registry and posted on the web sites of CaixaBank, S.A. and Banca Cívica, S.A., and to this end: a. To approve the merger plan and the balance sheet of CaixaBank, S.A. closed as at 31 December 2011 as merger balance sheet. To approve the increase of the share capital that may take place, if any, to effectuate the exchange ratio. To apply for admission to trading of newly issued shares (if any) on the Stock Markets of Barcelona, Bilbao, Madrid and Valencia, via the Stock Exchanger Interconnection System (Continuous Market). To delegate the powers to establish the precise number of newly issued shares in CaixaBank, S.A. required to carry out the exchange of the shares in Banca Cívica, S.A currently in circulation. To inform about the terms and circumstances of the merger agreement. b. Approval and acceptance by CaixaBank, S.A. of proxies granted by Banca Cívica, S.A. c. To approve an increase of the share capital of CaixaBank, S.A. in the amount required, if any, to carry out the exchange of mandatorily convertible and/or exchangeable bonds issued under a resolution of the General Meeting of Shareholders of Banca Cívica, S.A., which is expected to be held on 23 May To delegate powers to set the terms of the increase in all matters not specifically provided for by the General Meeting, taking such steps as may be required for its implementation and granting such deeds and private documents as may be required to this end. Applying for admission to trading of newly issued shares (if any) on the Stock Markets of Barcelona, Bilbao, Madrid and Valencia, via the Stock Exchanger Interconnection System (Continuous Market). Delegation of powers to apply for admission to trading. d. To delegate the power, as specified in the merger plan, granted upon CaixaBank, S.A. to abandon the merger to the extent that the Spanish Antitrust Commission (Comisión Nacional de la Competencia) or equivalent supervisory body decides to initiate the second stage of the administrative procedure for control of 1

2 concentrations and, upon completion of such second stage, to the extent that the authorising resolution imposes certain conditions to the merger. e. To subject the merger to the tax regime set forth in Chapter VIII, Title VII of the Corporate Tax Act, as enacted by Royal Legislative Decree 4/2004, of 5 March. 2º. To set the number of members of the Board of Directors, subject to the restrictions set forth in the Articles of Association. Removal, resignation, re-election and appointment of Directors. 2.1 To appoint Ms. Eva Aurín Pardo as Proprietary Director (consejero dominical) effective from the date of acceptance of the appointment. 2.2 To appoint Ms. Maria Teresa Bassons Boncompte as Proprietary Director (consejero dominical) effective from the date of acceptance of the appointment. 2.3 To appoint Mr. Javier Ibarz Alegría as Proprietary Director (consejero dominical) effective from the date of acceptance of the appointment. 2.4 To set the number of members of the Board at nineteen (19), effective from the date of registration of the merger in the Commercial Registry. 2.5 To appoint Mr. Antonio Pulido Gutiérrez as Proprietary Director (consejero dominical), effective from the date of registration of the Merger in the Commercial Registry and the acceptance of the appointment. 2.6 To appoint Mr. Enrique Goñi Beltrán de Garizurieta as Proprietary Director (consejero dominical), effective from the date of registration of the Merger in the Commercial Registry and the acceptance of the appointment. 3º. Amendment of article 1 ( Corporate name. Indirect exercise ) of the Articles of Association, in order to remove the reference to the activity of the Monte de Piedad. 4º. Ratification of the amendment to the terms and conditions of issuance of subordinated mandatorily convertible and/or exchangeable bonds, Series I/2012, of CaixaBank, S.A. 5º. Capital increases charged to reserves: 5.1 Approval of an increase of share capital in an amount determinable pursuant to the terms of the resolution, by issuing new common shares having a par value of one (1) euro each, of the same class and series as those currently in circulation, charged to voluntary reserves, offering the shareholders the possibility of selling the free subscription rights to the Company itself or on the market. Funding of restricted reserve. Delegation of powers upon the Board of Directors, with authorization in turn to delegate to the Executive Committee, to establish the date on which the increase is to be implemented and the terms of the increase in all respects not provided for by the General Meeting, in accordance with article 297(1)(a) of the Private Corporations Act (the Private Corporations Act ). Application for admission to official trading of the newly-issued shares on the Barcelona, Bilbao, Madrid and Valencia stock exchanges through the Stock Exchange Interconnection Syste (Continuous Market). 5.2 Approval of a second increase of share capital in an amount determinable pursuant to the terms of the resolution, by issuing new common shares having a par value of one (1) euro each, of the same class and series as those currently outstanding, charged to voluntary reserves, offering the shareholders the possibility of selling the free subscription rights to the Company itself or on the market. Funding of restricted reserve. Delegation of authority to the Board of Directors, with authorization in turn to delegate to the Executive Committee, to fix the date the increase is to be implemented and the terms of the increase in 2

3 all respects not provided for by the General Meeting, all in accordance with article 297(1)(a) of the Private Corporations Act. Application for admission to official trading of the newly-issued shares on the Barcelona, Bilbao, Madrid and Valencia stock exchanges through the Stock Exchange Interconnection Syste (Continuous Market). 6º. Authorisation and delegation of powers to execute the aforesaid resolutions as a deed, to register these resolutions and, if necessary, to correct them. PRESENTATION OF PROPOSED RESOLUTIONS Pursuant to article of Royal Legislative Decree 1/2010 of 2 July, enacting the Corporate Enterprises (Consolidation) Act ( Corporate Enterprises Act ), shareholders representing no less than 5% of the share capital may submit grounded resolution proposals to the Meeting hereby called. The right to submit resolution proposals must be exercised by notice served by reliable means. The notice must be received at the Company s registered office in Avda. Diagonal, 621, Barcelona, for the attention of the General Secretary, within five days after publication of this call, giving particulars of the shareholders using this right, of the number of shares held and of their resolution proposals attaching, if relevant, such documentation as may be required or appropriate. ATTENDANCE The General Meeting may be attended by shareholders holding a minimum of (1,000) shares, either individually or jointly with other shareholders, provided such shares are registered in the appropriate registry of book entries with no less than five days prior to the date of the Meeting. Shareholders intending to attend the Meeting should collect an attendance card issued by the Company or by the entities that are members of the company responsible for managing Spain s securities registration, clearing and settlement systems ( Iberclear ). The Company has chosen to send cards directly to the shareholders for use at the General Meeting. However, if cards are unavailable for any reason you may find replacement cards on the Company s web site Registration of attendance cards shall commence two hours before the scheduled start time of the Meeting. REPRESENTATION AND REMOTE VOTING Shareholders not attending the General Meeting personally may be represented by a proxy by satisfying the requirements and formalities prescribed in the General Shareholders Meeting By-laws, the Company s Articles of Association and the Corporate Enterprises Act. Shareholders intending to attend the Meeting by a proxy must have the ownership of their shares registered at the appropriate register of book entries with no less than five days prior to the date scheduled for the Meeting. Proxies must be filled out and signed by the shareholders, using the relevant card. The Company has chosen to send cards directly to the shareholders to allow them to cast their vote by proxy and remotely. However, if cards are unavailable for any reason, you may find replacement cards on the Company s web site ( Proxies may be cancelled at any time. Personal attendance to the General Meeting by the principal shall be construed as cancellation. The proxy must be presented by the representative on the date and at the venue of the General Meeting. Representatives must give proof of their identity with their National Identity Card or other official document generally accepted for these purposes. 3

4 Each share with a right to vote, either present or represented by proxy at the General Meeting, entitles the owner to one vote. In order to grant a proxy or cast a vote remotely, the following methods are acceptable: Postal correspondence In order to grant a proxy or cast a vote by post, shareholders must fill out and sign a Proxy Card or a Remote Voting Card, as the case may be, issued by the Company or by the IBERCLEAR member company in which the shares are deposited. Once filled out and signed, cards should be posted to CaixaBank, S.A. - Shareholders Extraordinary Meeting June 2012, Apartado de Correos 281, Barcelona. Electronic communication To appoint a proxy or cast a vote electronically, as the case may be, you must do so via the Company s web site ( following the instructions available in the section Shareholders Extraordinary Meeting- June To prevent identity fraud, shareholders wishing to cast their vote or appoint a proxy electronically must be in possession of a valid electronic certificate issued by the Fábrica Nacional de Moneda y Timbre (FNMT) or one of the certifying authorities listed on the Company s web site. Alternatively, customers of CaixaBank s Linea Abierta online banking service must be in possession of their personal password card. Votes cast and proxies appointed remotely may be expressly cancelled by the shareholder. Rules on remote voting and proxies i) The electronic voting and appointment of proxies service will be open for shareholders from 9:00 AM on 28 May ii) Proxies granted and votes cast remotely must be received by the Company at least 48 hours prior to the scheduled start time of the General Meeting on first call, i.e. before 24 June 2012 at 12:00. iii) iv) On the date and at the venue of the General Meeting, appointed proxies must identify themselves with their National Identity Card or such other official document as is generally acceptable for these purposes. Shareholders casting their vote remotely, either by postal or electronic methods, shall be deemed to be in attendance for the purposes of quorum at the General Meeting. v) In the event of a various proxies appointed by a shareholder with respect to the same shares, regard will be had to the latest appointment. If there date of the grant is unknown, preference shall be given to the last one received by the Company. vi) vii) viii) ix) If a shareholder casts a vote several times in regards to the same shares, preference shall be given to the latest vote cast. If the date on which the vote was cast is unknown, preference shall be given to the last one received by the Company. Votes cast remotely shall render null and void any electronic or written proxy appointment, whether previous (in which case it would be regarded as cancelled) or subsequent (in which case it would not be recognised). Personal attendance at the General Meeting by the shareholder who had previously appointed a proxy or cast his vote remotely, will cancel the aforesaid proxy or vote. Corporate shareholders may enquire with the Company about the possibility to adopt, if necessary and with the necessary safeguards, methods of casting a vote and appoint proxies remotely. 4

5 x) Shareholders are responsible for the safekeeping of their e-signatures. Users of the Línea Abierta online banking service are also responsible for the safekeeping of their personal password cards. xi) The Company reserves the right to modify, suspend, cancel, or restrict the electronic mechanisms for votes and proxies for technical or security reasons. The Company will not be responsible for any damage or loss that the shareholder may suffer as a result of its website not being available, or from breakdowns, overloads, line or connection failures, poor postal service, or any other similar eventuality beyond the Company s control that might hinder or prevent the use of remote voting or proxy mechanisms. RIGHT OF INFORMATION Pursuant to applicable rules and regulations and the General Meeting s By-laws, from the date of publication of this call, shareholders may inspect, at the Company s registered office, consult on the Company s web site ( and request a copy of the following documentation, to be delivered or posted free of charge: Notice of call of General Meeting. Total number of shares and voting rights on the date of the call. Full text of the proposed resolutions for all items in the Agenda, specifically the item concerning amendment of article 1 of the Articles of Association and proposed resolutions submitted by the shareholders, if any. Reports by the Board of Directors on certain proposed resolutions included in the Agenda, namely: (i) report on the amendment of article 1 of the Articles of Association, included in item no. 3 of the Agenda, (ii) report on the alteration of the terms of issuance of mandatorily convertible bonds, Series I/2012, included in item no. 4 of the Agenda, (iii) report setting out the grounds of the proposals for increasing the share capital, included in paragraphs 1 and 2, item no. 5 of the Agenda. Report released by PricewaterhouseCoopers Auditores, S.L. as auditor (other than the auditor of the Company s financial statements) appointed by the Barcelona Commercial Registry, on the amendment of the issuance of the subordinated bonds mandatorily convertible and/or exchangeable series I/2012, included in item no. 4 of the Agenda. Professional and biographical background of the Directors whose appointment has been put forward to the General Shareholders Meeting. Also, in regards to item no. 1 of the Agenda, in accordance with articles 39, 40.2 and related provisions of the Law 3/2009 of 3 April on Structural Amendments to Capital Corporations ( Structural Amendments Law ), shareholders, debenture holders and holders of special rights other than shares, including workers representatives, are entitled to inspect at the registered office and request, free of charge, a copy of the following documentation: 1. The merger plan. 2. The reports drawn up by the directors of CaixaBank, S.A. and Banca Cívica, S.A. on the merger plan. The reports drawn up by the directors of CaixaBank, S.A. and Banca Cívica, S.A. on the merger plan. The reports drawn up by the directors of CaixaBank, S.A. include (i) a report on the increase of the share capital of CaixaBank, S.A. inherent to the merger, and (ii) a report on the share capital increase necessary to carry out the conversion of bonds mandatorily convertible and/or exchangeable into shares issued by Banca Cívica, as indicated in point 9. The reports drawn up by the directors of CaixaBank, S.A. and Banca Cívica, S.A. include, as an annex, the fairness opinions given by financial experts on the financial reasonableness of the exchange ratio for the entities involved in the merger. 5

6 3. The report by the independent expert appointed by the Barcelona Commercial Registry (i) setting out the grounds for the exchange ratio, the methods followed by the directors to work it out and the valuation difficulties encountered, if any; and (ii) on the assets contributed to by Banca Cívica, S.A. in regards to the increase of share capital in CaixaBank, S.A. that may take place, pursuant to the provisions set forth in article 34 of the Structural Amendments Law. 4. The individual and consolidated annual accounts, management reports and audit reports of Banca Cívica, S.A. closed as at 31 December 2010 and 2011 (in 2009 neither Banca Cívica, S.A. nor its group exited), the individual and consolidated accounts, the management report and the audit reports of CaixaBank, S.A. closed as at 31 December 2011 and the individual and consolidated annual accounts, the management reports and the audit reports of Criteria CaixaCorp, S.A. (CaixaBank, S.A s former name before it became a bank after the absorption of Microbank de la Caixa, S.A.U. by Criteria CaixaCorp, S.A.), closed as at 31 December 2009 and The merger balance sheet for each of the companies involved in the merger, verified by their respective auditors. Pursuant to article 36 of the Structural Amendments Law, it is hereby stated that the merger balance sheet for 2011, referred to the General Meeting for approval, is part of the 2011 annual accounts, approved by the General Meeting of Shareholders of CaixaBank, S.A. on 19 April The current articles of association of CaixaBank, S.A. executed as a deed and the consolidated text of the articles of association of CaixaBank, S.A. including the amendments approved by the General Meeting of Shareholders of CaixaBank, S.A. held on 19 April 2012, pending authorisation and not yet executed as a deed. 7. The Integration Agreement entered on 26 March 2012 by the Boards of Directors of Caja de Ahorros y Pensiones de Barcelona ( la Caixa ) and CaixaBank, S.A. on the one hand, and by the Boards of Directors of Caja de Ahorros y Monte de Piedad de Navarra, Monte de Piedad y Caja de Ahorros San Fernando de Guadalajara, Huelva, Jerez y Sevilla, Caja General de Ahorros de Canarias and Caja de Ahorros Municipal de Burgos (the Cajas ), assigning their financial activity to Banca Cívica, S.A., and the latter, setting out, inter alia, the terms of the shareholders agreement to be signed by la Caixa and the Cajas laying out rules governing their relations as shareholders of CaixaBank, S.A. and their reciprocal collaboration, and with CaixaBank, S.A. The Integration Agreement was published as an annex of the relevant event published on the web site of the Spanish National Securities Exchange Commission (CNMV) on 26 March Particulars of the directors of the companies involved in the merger, date on which they started their office and particulars of the individuals to be put forward as directors on completion of the merger. 9. Resolution put forward by the Board of Directors of Banca Cívica, S.A. concerning item no. 9 of the agenda of the Ordinary Shareholders Meeting of Banca Cívica, S.A. (expected to be held on 23 May 2012) proposing the issuance, prior to the merger and with no right of preemption, of three series of bonds mandatorily convertible and/or exchangeable into shares of Banca Cívica, S.A., to be subscribed by the holders of preferred securities of Banca Cívica, S.A. currently in circulation (face value, 904,031,000 euro) who accept the offer of repurchase made to them by the absorbed company. 10. Report released by BDO Auditores, S.L. on 19 April 2012 concerning item no. 9 of the agenda of the Ordinary Shareholders Meeting of Banca Cívica, S.A. (expected to be held on 23 May 2012) proposing the issuance, prior to the merger and with no right of preemption) of three series of bonds mandatorily convertible and/or exchangeable into shares of Banca Cívica, S.A., to be subscribed by the holders of preferred securities 6

7 of Banca Cívica, S.A. currently in circulation (face value, 904,031,000 euro) who accept the offer of repurchase made to them by the absorbed company. All of the above documents were posted on the Company s web site ( on 24 May 2012 ready for downloading and/or printing. Pursuant to articles 197 and 520 of the Corporate Enterprises Act and article 7 of the General Shareholders Meeting By-laws, up until the seventh day before the scheduled date of the Meeting, shareholders will be able to request from the Directors the information or the clarifications that they deem necessary, or set out in writing any questions they deem salient on the issues included in the Agenda and on the information accessible to the public the Company has made available to the Spanish securities market regulator (CNMV) since the last General Meeting. Shareholders may request information or clarifications or pose questions regarding items included on the Agenda, by addressing the Company, CaixaBank, S.A.- General Meeting of Shareholders -June 2012, Apartado de Correos, 281, Barcelona, evidencing their identity with a photocopy of their National Identity Card or Passport (and, in the case of legal entities, the pertinent evidence of representation), along with the evidence of share ownership and the number of shares held, and the institution with which they are deposited. Information requests can also be made via electronic mail at jga@caixabank.com, stating full first and last names (or company name), National Identity or Passport number, number of shares held, and the name of the depositary institution. Information requests received via this method, unless the shareholder indicates otherwise, will be dealt with by the Company and answered to the electronic mail address of the shareholder who sent the request. SUBMISSION OF THE MERGER PLAN Pursuant to article 32 of the Structural Amendments Law, on 19 April 2012 and 25 April 2012 a copy of the merger plan was lodged at the Barcelona and Seville Commercial Registries. Deposit with the Barcelona Commercial Registry was ordered on 19 April 2012 and was later published in the Official Gazette of the Commercial Registry on 30 April. Deposit with the Seville Commercial Registry was ordered on 25 April 2012 and later published on the Official Gazette of the Commercial Registry on 11 May Also, the plan was posted on the web sites of CaixaBank, S.A. ( and Banca Cívica, S.A. ( on 19 April 2012, as stated in the notice published in the Official Gazette of the Commercial Registry on 9 May REFERENCES TO THE MERGER PLAN In accordance with articles 39 and 40.2 of the Structural Amendments Law, listed below are the following minimum items of the merger plan: a) Particulars of the entities involved in the merger. The absorbing company is CAIXABANK, S.A., a Spanish credit institution with registered address at Avenida Diagonal, 621, Barcelona, holding taxpayer identification number A ; registered in the Barcelona Commercial Registry in volume 10,159, folio 210, page B41.232, entry 25 and registered in the Bank of Spain's Registry of Banks and Bankers under number The absorbed company is BANCA CÍVICA, S.A., a Spanish credit institution, with registered address at Plaza de San Francisco, 1, Seville, holding taxpayer identification number A ; registered in the Commercial Registry of Seville, in folio 77, volume 3,357 of the companies book, page SE-89,209 and registered in the Bank of Spain's Registry of Banks and Bankers under number

8 b) Exchange ratio; shares exchange procedure. The exchange ratio of the shares of the entities involved in the Merger, which has been determined on the basis of the actual value of the corporate assets of CaixaBank and Banca Cívica, is five CaixaBank shares of one euro par value each, for every eight shares of Banca Cívica, at par value each, with no additional cash compensation. The exchange ratio was agreed and calculated on the basis of the methodologies explained and justified in the reports written by the Boards of Directors of CaixaBank, S.A. and Banca Cívica, S.A. signed in Barcelona and Seville on 22 and 23 May 2012, subject to article 33 of the Structural Amendments Law. Both reports have been made available to the shareholders of CaixaBank, S.A. on the occasion of this General Shareholders Meeting call. In working out the exchange ratio, regard has been had to the following: (i) (ii) Until the formal registration of the merger, CaixaBank, S.A. shall not distribute any interim dividends charged to its 2012 profits. This restriction will not affect (a) such remunerations as may be payable on instruments convertible into shares that have been issued by CaixaBank, S.A. (b) the capital increase on account of reserves and issue of new shares approved at the General Meeting of Shareholders of CaixaBank, S.A. held on 19 April 2012 (item 6.1 of the agenda) according to the Dividend/Share Programme. The capital increase on account of reserves by means of a new shares issuance included under item 6.2 of the agenda for the Annual General Meeting of Shareholders of CaixaBank, S.A. in relation to the Dividend/Share Program will be executed after the Merger has been registered with the Commercial Registry in order to allow shareholders from Banca Cívica, S.A. to benefit from the Dividend/Share Programme. At its 2012 Annual General Meeting, Banca Cívica, S.A. will decide to allocate dividends for the fourth quarter of 2011 in an amount not to exceed fourteen million four hundred thousand euro (EUR 14,400,000). Banca Cívica, S.A. may not allocate to its shareholders any interim dividends against earnings profits obtained in However, this restriction will not affect such remunerations as may be payable on instruments convertible into shares that have been issued by Banca Cívica, S.A. referred to below. (iii) The future conversion into CaixaBank, S.A. shares of the mandatorily convertible and exchangeable bonds series I/2011 and I/2012 issued by CaixaBank, S.A. are currently in circulation. (iv) The preferred securities currently in circulation of Banca Cívica, S.A. (face value of EUR 904,031,000) will be the object, prior to the Merger, of a repurchase offer subject to the irrevocable commitment of the investors who accept the offer to reinvest the proceeds received in the repurchase in the subscription of mandatorily convertible bonds issued by Banca Cívica, S.A. and which, in the event the Merger is executed, will be converted into shares of CaixaBank., S.A. CaixaBank, S.A. will carry out the exchange of shares of Banca Cívica, S.A. with treasury shares, newly issued shares or a combination of both. If CaixaBank, S.A. were to carry out the exchange of shares, totally or partially with newly issued shares, CaixaBank, S.A. will increase its share capital in the necessary amount by issuing new shares of EUR 1 par value each, of the same class and series as the current shares of CaixaBank represented by book entries. The capital increase 8

9 carried out, if any, will be fully subscribed and paid up as a consequence of the block transfer of the equity of Banca Cívica to CaixaBank, which will acquire the rights and obligations of the Banca Cívica, S.A. by means of universal transfer. CaixaBank, S.A. is the holder of 1,850,043 shares of Banca Cívica, acquired by subscription in the IPO of the latter in July It is also stated that Banca Cívica has signed a liquidity contract to operate its treasury stock (autocartera), which enables it to have liquidity to operate within the parameters established therein. This means the treasury stock (autocartera) situation of Banca Cívica varies based on the execution of the mentioned contract. In accordance with article 26 of the Structural Amendments Law, both the shares in Banca Cívica owned by CaixaBank, S.A. and the shares Banca Cívica has as treasury stock (autocartera) will not be exchanged for CaixaBank, S.A. shares, as they will be redeemed. Pursuant to article of the Capital Companies Act, if the aforesaid capital increase takes place, the current shareholders of CaixaBank, S.A. would not have any preference rights to subscribe the new shares issued by CaixaBank, S.A. in relation with Banca Cívica s absorption. (i) Once the merger is agreed by the General Meetings of Shareholders of CaixaBank, S.A. and Banca Cívica, S.A., (ii) upon submission to the Spanish Securities Exchange Commission of the documentation referred to in articles 26.1 d), 40.1 d) and related provisions of Royal Decree 1310/2005, of 4 November, partially implementing Law 24/1988, of 28 July on the Securities Exchange Market in matters related to admission to trading on the official secondary markets, public and initial public offerings and the required prospectus, and (iii) once the merger deed is recorded in the Barcelona Commercial Registry, the exchange of shares of Banca Cívica, S.A. for shares of CaixaBank, S.A will take place. The exchange will take place from the date specified in the notices to be published in the Commercial Registry Gazette, in one of the major newspapers in the provinces of Barcelona and Seville (article 43 of the Structural Amendments Law) and in the Official Gazettes of the Spanish Stock Exchanges. To this end, CaixaBank will act as agent institution, which must be indicated in the aforesaid announcements. The exchange of Banca Cívica shares for CaixaBank shares shall be made via the institutions participating in Iberclear which are depositaries of Banca Cívica and CaixaBank, in accordance with the procedures applicable to book entries, Royal Decree 116/1992, of 14 February on representation of securities in book-entry form, clearing and settlement of stock exchange transactions, and article 117 of the Capital Corporations Act, as appropriate Banca Cívica shareholders who, by the number of shares held, do not qualify for receiving a whole number of CaixaBank shares under the exchange ratio agreed upon, may acquire or transfer such number of shares as is required to allow them to exchange their shares according to such exchange rate. However, the companies involved in the merger may put in place mechanisms designed to facilitate the exchange to those shareholders of Banca Cívica, S.A. by appointing a fraction agent ( agente de picos ). c) Valuation of the assets and liabilities of Banca Cívica, S.A. As a result of the merger, Banca Cívica, S.A. will disappear without winding-up and its assets and liabilities will be transferred en bloc to de CaixaBank, S.A. For the purposes of article 31.9 of the Structural Amendments Law it is stated that the key figures of the assets and liabilities of Banca Cívica are those provided on the 9

10 individual and consolidated annual accounts of Banca Cívica for the year ending 31 December However, in accordance with the accounting regulations on business combinations involving a change of control (International Financial Reporting Standard no. 3 and Standard no. 19 of the General Chart of Accounts (Plan General de Contabilidad), approved by Royal Decree 1514/2007 of 16 November) CaixaBank, S.A. must value the assets and liabilities of Banca Cívica, S.A. to be transferred on account of the merger according to their fair value at the time when the accounting effects of the merger occur. This shall be the date on which it is expected that the General Shareholders Meeting of Banca Cívica, S.A. called to approve the merger is called (i.e. 26 June 2012) provided that each of the conditions precedent have been satisfied or, if this is not the case, such later date on which these conditions precedent are fulfilled. d) Impact of the merger on undertakings contributions or on the ancillary benefits within the companies to be extinguished and on the compensations to be made, if any, to the affected shareholders in the resulting company. Banca Cívica, S.A. holds no ancillary benefits, special shares or special rights other than the shares in CaixaBank, S.A. Any CaixaBank, S.A. shares given to Banca Cívica, S.A. shareholders under the merger shall incorporate no special rights whatsoever. e) Reports by the directors and independent experts. The directors of CaixaBank, S.A. and Banca Cívica, S.A. have drawn up reports on 22 and 23 May, respectively, on the merger plan under article 33 of the Structural Amendments Law, explaining and justifying in detail the legal and financial aspects of the planned merger by absorption of Banca Cívica, S.A. by CaixaBank, S.A. with particular emphasis on the shares exchange ratio, the particular valuation difficulties that may exist and the implications arising from the merger for the shareholders of the companies involved in the merger, their creditors and their employees. On 22 May, PricewaterhouseCoopers Auditores, S.L., as independent expert, released its prescribed report (i) setting out the grounds for the exchange ratio, the methods followed by the directors to work it out and the valuation difficulties encountered, if any; and (ii) on the assets contributed to by Banca Cívica, S.A. in regards to the increase of share capital in CaixaBank, S.A. that may take place, pursuant to the provisions set forth in article 34 of the Structural Amendments Law. f) Special rights and options. No rights or options shall be allocated to the absorbing company following the merger, as there are no holders of shares of a special class or special rights other than shares in the absorbed company. g) Grant of benefits. No benefit is to be granted to the directors of the companies involved in the merger or to the independent expert responsible for releasing the report on this merger plan. h) Date from which the new shares will entitle shareholders to take part in corporate profits. Shares issued by CaixaBank as part of the share capital increase o otherwise allocated to carry out the exchange, shall entitle their holders (as from the date on which the become CaixaBank, S.A. shareholders) to participate in the profits of the Company s profits under the same terms as those of other holders of shares in CaixaBank, S.A. then in circulation. i) Effective date of the merger for accounting purposes. The date from which transactions of Banca Civica will be deemed to have been carried out as Caixa Bank transactions on its financial statements for accounting purposes, will 10

11 be the date of the General shareholders Meeting of Banca Cívica approving the Merger, provided that, at the time, all the conditions precedent have been fulfilled or, failing this, such later date on which all the aforesaid conditions are fulfilled. j) Amendments to the articles of association of the absorbing company. Following the merger plan, CaixaBank, S.A. as absorbing company shall continue to be governed by its Articles of Association as effective prior to this General Meeting of Shareholders posted on its corporate web site ( notwithstanding any amendments that the Shareholders Meeting of CaixaBank, S.A. hereby called may approve. Article 5 and article 6.1 of the articles of association of CaixaBank, S.A. relating to share capital may be subsequently amended in the amount required as CaixaBank, S.A. performs the exchange of shares in Banca Cívica, S.A. in accordance with the partial exchange formula or fully with newly issued shares. k) Implications of the merger on employment, distribution of gender at the board of directors and on corporate social responsibility. Possible implications of the merger on employment Pursuant to article 44 of the Statute of Workers (Consolidated) Act, enacted by Royal Legislative Decree 1/1995, of 24 March ( Statute of Workers ), regulating transfers of undertakings, CaixaBank will take over the employment rights and obligations of workers of Banca Cívica pertaining to the business units comprising the total net assets included the Merger. The entities involved in the merger shall comply with its reporting and, where appropriate, consultation duties regarding the legal representatives of the workers in each of them, in accordance with labour law regulations. Also, the envisaged merger shall be notified to the relevant public bodies, including, specifically, the Social Security Treasury Department. No decision has been made in regards to the possible employment-related measures that may need to be taken to integrate the staff as a result of the merger. In any event, the integration of both entities staff will be carried out in compliance with statutory procedures. Especially, with regard to the rights of information and consultation of the employee representatives, holding meetings and conducting negotiations in order to make the integration of staff with the broadest possible agreement between the parties. However, since CaixaBank will take over Banca Cívica s rights and obligations as a result of the Merger, CaixaBank will also take over whatever employment rights and warranties Banca Cívica may have recognised the employees of the Cajas who, as part of the spin-off made by the Cajas in favour of Banca Cívica, continued to be employees of the Cajas. Impact on the gender distribution of governing bodies The merger is not expected to materially alter the structure of the governing body of CaixaBank, S.A. in terms of gender distribution. Impact on the company s corporate social responsibility The merger is expected to have no impact on the corporate social responsibility policy of CaixaBank, S.A. l) Applicable Tax Regime. The merger is subject to the tax regime established in Chapter VIII of Title VII and additional second provision of the Consolidated Text of the Companies Tax adopted 11

12 under Royal Legislative Decree 4/2004 and in the provincial regulations, where appropriate. For such purposes, pursuant to article 96 of the aforementioned Consolidated Text, the Ministry of Finance and the relevant regional and local authorities will be informed of the Merger as established in the regulations. m) Necessary events. Conditions precedent. It is a necessary event for the merger to be effectuated that it be approved by the General Meeting of Shareholders of la Caixa, by the General Assemblies of the Cajas, and by the General Meetings of Shareholders of both CaixaBank and Banca Cívica, pursuant to the provisions set forth in the Capital Corporations Act, in regulations applicable to Savings Banks and each of their respective Articles of Association. The effectiveness of the merger is subject to the following conditions precedent: (i) (ii) (iii) (iv) Authorisation by the Spanish Ministry of Economy and Competitiveness (Ministerio de Economía y Competitividad) for the merger Banca Cívica into CaixaBank. Authorisation of the Merger, to the extent required, by the relevant autonomous regions according to the applicable laws and regulations. Authorisation of the Merger by the Spanish Antitrust Commission (Comisión Nacional de la Competencia), or equivalent supervisory body. Attainment of other authorisations required by reason of the activity of the Cajas or of Banca Cívica from the Spanish Directorate General for Insurance and Pension Funds (Dirección General de Seguros y Fondos de Pensiones), from the Spanish Securities Exchange Commission (Comisión Nacional del Mercado de Valores) or from any other administrative body or entity. If the Spanish Antitrust Commission (Comisión Nacional de la Competencia) or equivalent supervisory body informs CaixaBank, S.A. and Banca Cívica, S.A. of its decision to initiate the second phase of the administrative procedure for control of concentrations, and subsequent to that second phase the authorising resolution imposes conditions on the integration process, either of the Parties may discontinue of the Merger. The foregoing conditions precedent will not apply in the event the competent administrative body declares an exemption from the requirement to obtain any of the above. NOTARY PARTICIPATION IN THE MEETING The Board of Directors has resolved to require the attendance of a Notary Public for the purposes of drawing up the minutes of the Meeting. DATA PROTECTION Pursuant to Organic Law 15/1999, of December 13, on Protection of Personal Data, the personal data of shareholders and, where applicable, of their proxy holders, as provided by the by Banking Institutions or Stockbrokers in which the shareholders have their shares deposited, via the entity legally qualified to run the book-entry ledger (IBERCLEAR), will be included in a file, for which CaixaBank, S.A. will be responsible, the purpose being to manage the development, compliance, and control the list of shareholders. Shareholders are informed of their right to access, correct, cancel, and oppose to the inclusion of such data by means of a written notice sent to the Company at the following address: CaixaBank, S.A. - General Shareholders Meeting June 2012, Apartado de Correos, 281, Barcelona. 12

13 ONLINE SHAREHOLDERS FORUM. Pursuant to articles 539 of the Corporate Enterprises Act and 7 bis of the General Meeting Bylaws, from publication of this call until the day the General Meeting is held, the Online Shareholders Forum is available at the Company's website ( The rules of procedure and the form that shareholders need to complete before participating in the aforementioned Forum are available on the Company's website. GENERAL INFORMATION For issues relating to the Annual General Meeting that have not been covered in this notice, shareholders may refer to the General Shareholder's Meeting By-laws available on the Company's website ( All the information and documentation relating to the Annual General Meeting is available to shareholders on the Company s website ( For more information on how to exercise shareholders' rights relating to the Annual General Meeting, shareholders may contact the Company's shareholder service "Shareholder Service - Annual General Meeting 2012" on , from Monday to Sunday from 09:00 to 19:00, or by sending an to jga@caixabank.com. How to get to the venue of the Annual Shareholders Meeting: Metropolitan Railways: Ildefons Cerdà (L8, S33, S4, S8, R5, R6) City bus lines: 9, 37, 72, 109, 125 For more information: Barcelona, 22 May The Chairman of the Board of Directors, Mr. Isidro Fainé Casas. CaixaBank, S.A. Avda. Diagonal, 621, Barcelona. Registered in the Barcelona Commercial Registry, Book , Folio 33, Sheet B , Tax Id. number A