Annual General Shareholders Meeting Call of Criteria CaixaCorp, S.A.

Transcription

1 Annual General Shareholders Meeting Call of Criteria CaixaCorp, S.A. The Board of Directors of CRITERIA CAIXACORP, S.A. (the Company ), at the meeting held on March 21, 2011, agreed to call the Annual General Meeting, which will be held in the Palau de Congressos de Catalunya, Avda. Diagonal in Barcelona, on May 12, 2011, at 11:30 am at first call, or if the required quorum is not reached and the meeting cannot be held at first call, in the same place at the same time, on May 13, 2011, at second call. It is expected that the General Meeting will take place at the first call; that is to say, on May 12, 2011, at the aforementioned time and place. The Annual General Meeting will be held in accordance with the following: AGENDA 1. Review and, where appropriate, approval of the individual and consolidated financial statements and their respective management reports for the year ending December 31, Review and, where appropriate, approval of the Board of Directors management during the year. 3. Review and, where appropriate, approval of the proposed distribution of profit for the year ending December 31, For the purpose of conforming to the shareholder retribution scheme, review and, where appropriate, approval of a capital increase in an amount to be determined in accordance with the terms of the resolution, through the issue of new ordinary shares with a face value of one (1) euro each, of the same class and series as the shares currently in circulation, charged to reserves from retained earnings, offering shareholders the choice of selling their free subscription rights to the Company or selling them on the market. Allocation to restricted reserves. Delegation of powers to the Board of Directors, which may in turn delegate powers to the Executive Committee, to establish the conditions of the capital increase in any matters not stipulated by this General Meeting, to conduct any tasks necessary for its completion, to adapt the text of articles 5 and 6.1 of the Company s by laws to the new share capital amount and to execute any public or private documents as needed to carry out the capital increase, all in accordance with article a) of the Corporate Enterprise Act (Ley de Sociedades de Capital). Submit a request to the pertinent organizations to permit the listing of the newly issued shares for trading on the Madrid, Barcelona, Bilbao and Valencia stock exchanges through Spain's Continuous Market For the purpose of conforming to the shareholder retribution scheme, review and, where appropriate, approval of a second capital increase in an amount to be determined in accordance with the terms of the resolution through the issue of new ordinary shares with a face value of one (1) euro each, of the same class and series as the shares currently in circulation, charged to reserves from retained earnings, offering shareholders the choice of selling 1

2 their free subscription rights to the Company or selling them on the market. Allocation to restricted reserves. Delegation of powers to the Board of Directors, which may in turn delegate powers to the Executive Committee, to establish the conditions of the capital increase in any matters not stipulated by this General Meeting, to conduct any tasks necessary for its completion, to adapt the text of articles 5 and 6.1 of the Company s by laws to the new share capital amount and to execute any public or private documents as needed to carry out the capital increase, all in accordance with article a) of the Corporate Enterprise Act (Ley de Sociedades de Capital). Submit a request to the pertinent organizations to permit the listing of the newly issued shares for trading on the Madrid, Barcelona, Bilbao and Valencia stock exchanges through Spain's Continuous Market. 5. For the purpose of conforming to the shareholder retribution scheme, review and, where appropriate, approval of a third capital increase in an amount to be determined in accordance with the terms of the resolution through the issue of new ordinary shares with a face value of one (1) euro each, of the same class and series as the shares currently in circulation, charged to reserves from retained earnings, offering shareholders the choice of selling their free subscription rights to the Company or selling them on the market. Allocation to restricted reserves. Delegation of powers to the Board of Directors, which may in turn delegate powers to the Executive Committee, to establish the conditions of the capital increase in any matters not stipulated by this General Meeting, to conduct any tasks necessary for its completion, to adapt the text of articles 5 and 6.1 of the Company s by laws to the new share capital amount and to execute any public or private documents as needed to carry out the capital increase, all in accordance with article a) of the Corporate Enterprise Act (Ley de Sociedades de Capital). Submit a request to the pertinent organizations to permit the listing of the newly issued shares for trading on the Madrid, Barcelona, Bilbao and Valencia stock exchanges through Spain's Continuous Market. 6. Modification, where appropriate, of corporate by laws, to adapt them to recent regulatory changes: article 4 ( Registered offices ), article 8 ( Co ownership and in rem rights over shares ), article 10 ( Capital calls and default by shareholders ), article 11 ( Capital increase ), article 13 ( Capital reduction ), article 15 ( Convertible and exchangeable bonds ), article 18 ( Types of General Meetings ), article 19 ( Call for General Meeting ), article 20 ( Venue and time ), article 21 ( Quorum for the General Meeting ), article 34 ( Board of Directors Remuneration ), article 40 ( Audit and Control Committee ), article 44 ( Management Report ) and article 49 ( Liquidation ). 7. Modification, where appropriate, of articles of the Company s by laws, based on the need to update and improve their wording, clarifying and completing certain concepts and introducing modifications advisable in light of the Company s ordinary transactions: article 14 ( Issue of debentures and other securities ), article 17 ( General Meeting ), article 24 ( Appointing proxies and voting through means of remote communication ), article 31 ( Duties of the Board of Directors ), article 32 ( Composition of the Board of Directors ), article 45 ( Auditors ), and the inclusion of a new paragraph on dividends in kind in section 4 of article 46 ( Approval of the Annual Accounts ). 8. Approve, where applicable, the Company s participation in the reorganisation of "la Caixa" Group and, for such purpose, the review and approval, where applicable, of: 2

3 (a) (b) (c) A swap between the Company and Caixa d Estalvis i Pensions de Barcelona, by which the Company would transfer to Caixa d Estalvis i Pensions de Barcelona assets of its current business (stakes in certain companies along with ancillary assets), while Caixa d Estalvis i Pensions de Barcelona would give the Company 73,568,047 shares in Microbank de la Caixa, S.A. A capital increase with a nominal value of 374,403,908, via the issue and circulation of 374,403,908 new shares with a nominal value of one (1) euro each, and a share premium of 4.46 per share (that is a total premium of 1,669,841,429.68), with disapplication of pre emption rights, to be fully subscribed by the Company s majoritary shareholder, Caixa d Estalvis i Pensions de Barcelona, through the contribution of 20,129,073 shares of Microbank de la Caixa, S.A. A revised version of articles 5 and 6.1 of the by laws that adapts them to the new share capital amount. Delegation of powers to the Board of Directors, which may in turn delegate powers to the Executive Committee, to establish the conditions of the capital increase in any matters not stipulated by the General Meeting, to conduct any tasks necessary for its execution, and to deliver any public or private documents as needed to carry out the capital increase, in accordance with article a) of the Corporate Enterprise Act (Ley de Sociedades de Capital). The Merger of the Company (absorbing company) by way of the absorption of Microbank de la Caixa, S.A. (absorbed company, wholly owned by the Company at the time of the Merger), with the dissolution of the absorbed company and the transfer en bloc of all its assets and liabilities to the absorbing company as stipulated in the terms of the Merger project filed in the Barcelona Companies Registry, approved by these companies respective Boards of Directors, whose minimum references are included at the end of this call notice. Review and approval, where appropriate, of the Merger project and, as the Merger balance sheet, of the Company s balance sheet as at 31 December, Information, where appropriate, on important modifications of the assets or liabilities of the Company and/or of Microbank de la Caixa, S.A. between the date of the Merger project and that of the Annual General Meeting being called in this document. Submission of the Merger to the tax regime set out in Chapter VIII of Title VII of the Spanish Corporate Income Tax Act, passed by Royal Legislative Decree 4/2004, on March 5. Modification of the Company s bylaws: Article 1 ( Company name ) in order, on the one hand, to include, as the Company s new company name, CaixaBank, S.A., and, on the other, a reference to the fact that Caixa d'estalvis i Pensions de Barcelona will be carrying out its financial activity indirectly, via the Company, thereby modifying the article s title. Article 2 ( Corporate object ), in order to include in the corporate object the traditional activities of banking institutions. Article 6 ( The shares ), to include the comments required to comply with the nominative principle affecting shares in banking institutions. Article 26 ( Chairman and secretary of the General Meeting ), in order to reflect the possible existence of several Vice Secretaries, thereby 3

4 facilitating the adaptation to the organisational structure of la Caixa Group. Article 35 ( Appointment of positions on the Board of Directors ), on the one hand in order to reflect in the by laws the Chairman of the Board s duties in a similar way to which they are reflected in the by laws of Caixa d Estalvis i Pensions de Barcelona, and on the other in order to include the possibility of naming various Vice Secretaries. 9. Spinning off from the Company (spun off company) into a newly created entity (beneficiary company, wholly owned by the Company at the time of the Spin off) the assets and liabilities relating to the microcredit business that the Company is acquiring from Microbank de la Caixa, S.A. as a result of its merger by absorption of the latter, in accordance with the terms of the Spin off project filed in the Barcelona Companies Registry, approved by the Company s Board of Directors, and the minimum references to which are included at the end of this meeting call notice. Review and approval, where appropriate, of the Spin off project and, as the Spin off balance sheet, of the Company s balance sheet as at 31 December, Information, where appropriate, on important modifications of the assets or liabilities of the Company and/or of Microbank de la Caixa, S.A. between the date of the Spin off project and that of the Annual General Meeting being called in this document. Submission of the Spin off to the tax regime set out in Chapter VIII of Title VII of the Spanish Corporate Income Tax Act, passed by Royal Decree 4/2004, on March Review and approval, where appropriate, of the modification of the preamble to the Regulation of the General Shareholders meeting and its articles 3 ( Types of General Meeting ), 5 ( Call to General Meeting ), 10 ( General Meeting attendance by proxy ), 11 ( General Meeting Organization ), 12 ( Quorum for the General Meeting ) and 13 ( Chairman, Secretary, and Head Table ), and also the introduction of a new article 7 bis ( Online forum for shareholders ). Review and approval, where appropriate, of the new revised text of the Regulation of the Company s General Shareholder s Meeting. 11. Information on the amendments to the following articles of the Company's Regulation of the Board of Directors agreed by the Board of Directors: 1 ("Origin and duties"), 13 ("Audit and Control Committee"), 15 ("Meetings of the Board of Directors ), 16 ( Procedures for meetings ), 17 ( Appointment of Directors ), 19 ( Term of office ), 23 ( Board of Directors remuneration ), 26 ( Duty not to compete ), 27 ( Conflicts of interest ), 29 ( Use of non public information ), 31 ( Indirect transactions ), 32 ( Board members' informational duties"), 34 ( Shareholder relations ) and elimination of 38 ( Effective date ). 12. Authorisation to the Board of Directors so that, in accordance with the provisions in article 297.1b) of the Corporate Enterprise Act, it can increase capital on one or several occasions and at any time during a period of five years, and via monetary contributions and for a maximum nominal amount of 1,681,444,918.5, all this under the terms and conditions that the Board deems most suitable, and revoking the authorisation in effect to date for the unused part. Delegation of powers to exercise pre emption rights in accordance with Article 506 of the Corporate Enterprise Act 13. Delegation of powers to the Board to issue securities that can be converted into and/or swapped for shares of the Company, warrants, or other similar securities that can give the right to purchase shares in the Company for a combined amount of up to 4 billion; as well the power to increase the Company s share capital by whatever 4

5 amount necessary, and to exclude, where appropriate, the right to preferential subscription. Revocation of the authorisation in effect to date for the unused part. 14. Delegation in the Board of Directors of the powers to issue fixed income securities or similar debt instruments for a combined total of up to 51 billion. Revocation of the authorisation in effect to date for the unused part. 15. Determination of the number of members on the Board of Directors, within the limits stipulated by the by laws. Resignation, re election and appointment of directors Determination of the number of Board members in eighteen (18) Appointment of Juan José López Burniol. 16. Authorisation for the Company to buy its own shares by virtue of the provisions in article 146 of the Corporate Enterprise Act. Revoke of the unused portion of the authorization currently in force. 17. Authorisation to the members of the Board in accordance with article 230 of the Corporate Enterprise Act. 18. Reappointment of the Auditors of the Accounts of the Company and its consolidated group for Advisory vote on the annual report on Directors' remuneration policy. 20. Authorization and delegation of powers to the Board of Directors to interpret, amend, add to, execute and carry out the resolutions adopted at the Annual General Meeting, to replace the powers granted by the Annual General Meeting, and to concede powers to incorporate and register said resolutions in a notarized instrument and to amend them, if appropriate. CALL SUPPLEMENT In accordance with article 172 of the Corporate Enterprise Act and 19.3 of the Company s by Laws, the shareholders who represent at least 5% of share capital may request publication of supplementary information to this call, including one or more points in the Agenda. To exercise this right, the shareholder must duly notify the Company, with said notification to be received at the Company's registered office, Avda. Diagonal, 621, Barcelona, for the attention of the General Secretary, within five days of publication of this call, identifying the shareholders exercising the right and the number of shares that they own, along with the points to include in the Agenda, and, where appropriate, any relevant documentation. ATTENDANCE Shareholders who own at least 1,000 shares, individually or in combination with other shareholders, recorded in the appropriate book entry registry at least five days in advance of the date of the meeting shall have right of attendance. Shareholders wanting to attend the Meeting must obtain the relevant attendance card issued by the member companies of the company that manages Spain s securities registration, clearing, and settlement systems, Iberclear (Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.) The registration of attendance cards will start two hours before the scheduled start time of the Meeting. 5

6 PROXIES AND VOTING Those shareholders not attending the Annual General Meeting may have themselves represented at the Meeting by another person, provided that they comply with the requirements and formalities of the Regulation of the Annual General Meeting, of the Company s by laws, and of the Corporate Enterprise Act. Proxies must be completed and signed by the shareholder, using the relevant card. Proxies may always be revoked. The proxy will be deemed revoked if the principal attends the General Meeting in person. The proxy will be presented by the representative on the day and at the site of the General Meeting, with the representative indentifying himself with his National Identity Card or any other official document generally accepted for these purposes. Each share with a right to vote, present or represented by proxy at the General Meeting, entitles the owner to one vote. The remote communication methods accepted for distance voting or for conferring a proxy are: Postal communication In order to confer a proxy or cast a vote by post, shareholders must complete and sign the Proxy or Remote Vote section accordingly, on the card issued by the IBERCLEAR member company in which the shares are deposited. When completed and signed, the card should be sent to the Company by post and addressed to Junta General de Accionistas 2011, Apartado de Correos , Barcelona. Similarly, the correctly completed and signed card may also be delivered to the IBERCELAR member company in which the shares are deposited or in any office of Caixa d Estalvis i Pensions de Barcelona, so that the card can be submitted to the Company correctly and on time. Electronic communication The appointing of a proxy or the casting of a vote by way of electronic communication must be made via the Company s website ( following the instructions that appear in the section Annual General Meeting In order to be able to do this, shareholders must possess a valid and recognised electronic certificate issued by the Spanish Mint (Fábrica Nacional de Moneda y Timbre FNMT ) or by one of the certification entities listed on the Company's website. Rules on voting and granting proxies by remote communication means i) The services for voting and granting proxies electronically will be available to shareholders as of 9:00 am on April 12, ii) iii) iv) The votes cast and proxies appointed via remote communication must be received by the Company before 12:00 am on the day immediately prior to the day set for the Annual General Meeting on first call; that is to say, before 12:00 am on May 11, On the day and at the site of the General Meeting, the designated representatives will have to identify themselves with their National Identity Card or any other official document generally accepted for these purposes. Those shareholders casting their votes remotely, either by post or electronically, will be considered present for the purposes of quorum at the General Meeting. 6

7 v) In the event that a shareholder has appointed more than one proxy, the latest dated proxy will be the one accepted. vi) vii) viii) ix) In the event that a shareholder casts his vote more than once, the latest vote will be the one accepted. A vote cast remotely will override any electronic or written proxy appointment, whether anterior, in which case it would be regarded as revoked, or posterior, in which case it would not be recognised. Personal attendance at the Meeting by the shareholder who had previously appointed a proxy or cast his vote remotely, will revoke the aforesaid proxy or vote. Legal entity shareholders should consult the Company to look at the possibility, where appropriate, of adopting, with the necessary guarantees, the mechanisms for remote voting or the remote appointing of proxies that best meet their individual requirements. x) Shareholders non resident in Spain who want to use the remote vote or proxy mechanisms, need to have one of the international electronic certificates shown on the Company's website ( xi) xii) The safe keeping of the electronic signature is the sole responsibility of the shareholder. The Company reserves the right to modify, suspend, cancel, or restrict the electronic mechanisms for votes and proxies for technical or security reasons. The Company will not be responsible for any damage or prejudice that the shareholder may suffer as a result of its website not being available, or from breakdowns, overloads, line or connection failures, a poor postal service, or any other similar eventuality out of the Company s control that might complicate or prevent the use of the remote vote or proxy mechanisms. RIGHT TO INFORMATION In accordance with current legislation and the Regulation of the Annual Shareholders Meeting, as of the date of this Meeting call shareholders will have the right to consult the following information either at the Company s registered office or on its website ( or ask for a copy to be delivered or sent free of post: The Annual Shareholder Meeting call, the proposed resolutions relating to the points on the Agenda, Board of Director reports on Agenda proposals (that is to say, (i) explanatory report on the proposed capital increases referred to in sections 1 and 2 of point 4 and in point 5 on the Agenda, (ii) the explanatory report on the proposed changes in the Company by laws referred to in points 6,7, and 8(c) of the Agenda, (iii) the explanatory report on the proposed capital increase referred to in point 8(b) of the Agenda, (iv) the explanatory report on the proposed exclusion of preferential rights in the capital increase referred to in point 8(b) of the Agenda, (v) concerning point 12 of the Agenda, the report on the delegation of powers to the Board of Directors to increase capital on one or several occasions and at any time, during a period of five years, and via monetary contributions and for a maximum nominal amount of 1,681,444,918.5, with the power to exclude pre emptive subscription rights, (vi) concerning point 13 of the Agenda, report on the delegation of powers to the Board of Directors to issue securities that can be converted into and/or swapped for shares of the Company, as well as warrants or other similar securities that can give the right, whether directly or indirectly, to subscribe or acquire shares in the Company, and (vii) concerning point 19 of the Agenda, annual report on the Directors remuneration policy), Independent Expert s report on the 7

8 non monetary contributions to be made as consideration for the capital increase referred to in point 8(b) of the Agenda, report by the external auditor appointed by the Companies Register on the proposed exclusion of the preferential subscription right on the capital increase referred to in point 8(b) of the Agenda, Individual and Consolidated Financial Statements, management reports, audit reports, and the Annual Corporate Governance Report corresponding to 2010, statements of responsibility on the content of the Annual Reports for 2010, as well as the report on those aspects of the management report contained in the former article 116 bis of the Securities Market Law. In addition, in order to achieve a better understanding of the points in the Agenda, as of the date of this Meeting call shareholders will have the right to consult the following information either at the Company s registered office or on its website ( or ask for a copy to be delivered or sent free of post: (i) copy of the opinions ( fairness opinions ) of the independent experts, Citigroup Global Markets Limited and Société Générale, on the financial fairness of the swap referred to in point 8(a) of the Agenda and the Company s capital increase via non cash capital contribution referred to in point 8(b) of the Agenda, (ii) Independent Expert s report on the non cash contributions to be made in favour of the beneficiary company of the Spin off referred to in point 9 of the Agenda, and (iii) pro forma financial information on the Company and Microbank de la Caixa, S.A., relating to points 8(c) and 9 of the Agenda, and (iv) the Independent Expert s report on the non cash contributions relating to the Spin off of the financial activities of Caixa d Estalvis i Pensions de Barcelona in favor of Microbank de la Caixa, S.A., and which constitute the basis of the transactions referred to in point 8 of the Agenda. More specifically, in relation to point 8(c) of the Agenda, in accordance with articles 39, and 40.2 and with Law 3/2009 of April 3 governing structural changes in mercantile companies, as of the date of this Meeting call, all shareholders, bondholders, and owners of other special rights on the shares, as well as the workers representative, will all have the right to consult the following documentation either at the Company s registered offices or on its website ( or to ask for it to be delivered or sent free of post in full: 1º The joint Merger Project. 2º The financial statements and management reports of the three last years of those companies taking part in the Merger, along with the corresponding auditor s reports. 3º The Merger balance sheet for each of the companies taking part in the Merger, duly verified by their respective auditors. It is duly noted, in accordance with article 36 of Law 3/2009 of April 3 governing structural changes in mercantile companies, that the Merger balance sheet being presented to the General Meeting is the annual balance sheet relating to 2010, which forms part of the financial statements for 2010 that are also being presented for approval at the same General Meeting. 4º The by laws of the companies taking part in the Merger formalised in a public deed. 5º The full text of the amendments proposed in the Company s by laws as a result of the Merger, without prejudice to other by law amendments submitted for approval by the General Meeting. 6º The identity of the directors of the companies taking part in the Merger, the date since which they have held their positions, as well as the identity of those who are to be proposed as directors as a result of the Merger. Additionally, and in relation to point 9 of the Agenda, in accordance with articles 39 and 40.2, and with Law 3/2009 of April 3 governing Structural Changes in Mercantile Companies, as of 8

9 the date of this Meeting call, all shareholders, bondholders, and owners of other special rights on the shares, as well as the workers representatives, will all have the right to consult the following documentation either at the Company s registered offices or on its website ( or to ask for it to be delivered or sent by post in full: 1º The Spin off Project 2º The Company financial statements and management reports for the three last years, along with the corresponding auditor s reports. 3º The Company s Spin off balance sheet, verified by the auditors. It is duly noted, in accordance with article 36 of Law 3/2009 of April 3 governing Structural Changes in Mercantile Companies, that the Spin off balance sheet being presented to the General Meeting is the annual balance sheet relating to 2010, which forms part of the financial statements for 2010 that are also being presented for approval at this same General Meeting. 4º The Company s current by laws. 5º The deed of incorporation project for the spin off beneficiary company. 6º The Spin off proposed resolutions to be submitted for approval by the Annual General Meeting. 7º The identity of the Company s Board of Directors members, and the date since which they have held their positions, as well as the identity of those who are to be proposed as directors of the Spin off s beneficiary company. In accordance with article 197 of the Corporate Enterprise Act and article 7 of the Regulation of the General Shareholders Meeting, up until the seventh day before the scheduled date of the Meeting, shareholders will be able to request from the directors information or 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 and which the Company will have made available to the Spanish securities market regulator (CNMV) since the last General Meeting. To this end, shareholders will be able to write to the Annual General Meeting 2011, Apartado de Correos , Barcelona, proving their identity with a photocopy of their National Identity Card or Passport and, in the case of legal entities, the pertinent proof of proxy, along with proof of share ownership and the number of shares held, and the institution in which they are deposited. Information requests can also be made via electronic mail at the following address jga@criteria.com, stating full name (or trade name), National Identity or Passport number, quantity 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. FILING OF THE MERGER PROJECT In accordance with article 32 of Law 3/2009 of April 3, governing structural changes in mercantile companies, it is expressly indicated that the Merger project referred to in point 8(c) of the Agenda has been filed in the Barcelona Companies Registry. 9

10 BASIC TERMS OF THE MERGER PROJECT In accordance with articles 39, 40.2, and 49.1 of Law 3/2009 of 3 April, governing structural changes in mercantile companies, the following short comments are included on the Merger project: a) Identification of the companies taking part in the Merger transaction. The absorbing company is Criteria CaixaCorp, S.A., with registered offices in Barcelona, Avda. Diagonal 621, registered in the Barcelona Companies Registry, volume 40,003, folio 85, page B 41,232M, and with CIF code A The absorbed company is Microbank de la Caixa, S.A., with registered offices in Barcelona, in calle Juan Gris, 2 4 6, Planta 10, Torre Centro; Complejo Torres Cerdà, and registered in the Barcelona Companies Registry, in volume 39,943, folio 38, page B 53468, 1st entry and with CIF code A b) Type of share exchange and its procedure. Other references. Bearing mind that at the time of the Merger the absorbing company will own all the shares that make up the absorbed company s share capital, there will be no capital increase, and therefore there is no reference to a type or procedure of share exchange at the absorbed company, nor a date as of which the new shares in the absorbing company would give the right to participate in the earnings. c) Effect of the Merger on the industry and ancillary contributions at those companies disappearing and the compensation to be granted, where appropriate, to the affected shareholders in the resulting company. Given the fact that neither of the companies taking part in the Merger have industrial partners or partners obliged to make ancillary contributions, it is an issue that does not need to be taken into account in the Merger. d) Directors and independent experts reports. It is not necessary to prepare reports by the directors of the companies participating in the merger or by an independent expert. e) Special rights and options. The absorbing company will be granted neither rights nor options as a result of the Merger, given that there are no holders of special class shares or special rights other than the shares in the absorbed company. f) Other benefits to be granted. In the absorbing company, no benefits of any kind will be granted to the directors of the companies taking part in the Merger, or to independent experts, whose intervention is not required in this Merger. g) Effective date of the Merger for accounting purposes. The transactions of the absorbed company will be considered carried out for accounting purposes by the absorbing company as of January 1, h) Changes in the by laws of the absorbing company. By law changes to be introduced at the Company for the purpose of the Merger affect articles 1 ( Company name ), 2 ("Corporate object"), 6 ("The Shares"), 26 ( Chairman and Secretary of the General Meeting ), 32 ( The Board of Directors ), and 35 ( Appointments on the Board of Directors ), the text of which will be as follows: ARTICLE 1. COMPANY NAME. INDIRECT EXERCISE 1. The company is called CaixaBank, S.A. (hereinafter the Company ) and is governed by these By laws, the provisions governing the legal system for joint stock companies, and any other legal rules applicable to it. 10

11 2. The Company is the bank through which Caja de Ahorros y Pensiones de Barcelona ( la Caixa ) carries out its business indirectly as a credit institution with the exception of Monte de Piedad, insofar as this is reserved for Savings Banks in accordance with the provisions of Article 5 of Royal Decree 11/2010 of July 9, and Article 3.4 of the Revised Text of the Catalan Savings Bank Law of March 11, 2008, amended by Article 1 of the Catalan Government Decree 5/2010 of August 3. ARTICLE 2. CORPORATE OBJECT 1. In due consideration of the contents of section 2 of Article 1, the following activities are the corporate object of the Company: (i) (ii) (iii) all manner of activities, operations, acts, contracts and services related to the banking business in general or directly or indirectly related thereto and permitted by current legislation, including the provision of investment services and ancillary services and performance of the activities of an insurance agency, either exclusively or in association, without simultaneous exercise of both activities; receiving funds from the public in the form of irregular deposits or in other similar formats, for the purposes of application in its own account to active credit and microcredit operations, that is the granting of loans without collateral in order to finance small business initiatives by individuals and legal entities which, in view of their social and economic circumstances, have difficulty gaining access to traditional bank financing, and to other investments, with or without pledged collateral, mortgage collateral or other forms of collateral, pursuant to business laws and customs, providing customers with services including dispatch, transfer, custody, mediation and others in relation to these, in connection with business commissions and acquisition, holding, enjoyment and disposal of all manner of securities and drawing up takeover bids and sales of securities, and of all manner of ownership interests in any entity or company. 3. The activities which make up the corporate object may be carried out totally or partially in an indirect fashion, in any format permitted by law, especially through the holding of shares or ownership interests in companies or other entities the object of which is identical or similar, ancillary or complementary to such activities. ARTICLE 6. THE SHARES 1. The share capital is made up of THREE BILLION SEVEN HUNDRED AND THIRTY SEVEN MILLION TWO HUNDRED AND NINETY THREE THOUSAND SEVEN HUNDRED AND FORTY FIVE (3,737,293,745) shares with a nominal value of ONE EURO ( 1) each. They are represented by book entries and are of a single class. The shares representing the share capital are considered as securities and are governed by the provisions of the Securities Market Act and any other provisions applicable. 2. The shares, their transfer, and the creation of real rights or any other encumbrances on them must be registered in the relevant book entry, pursuant to the Securities Market Act and concordant provisions. 11

12 3. However, based on the principle of ownership of bank shares, the Company will keep its own register of shareholders with the effects and efficiency attributed to it by the prevailing regulations in each case. To this end, in the event that the formal condition of the shareholder is that of individuals or entities that, in accordance with their pertinent legislation, exercise that condition as fiduciary or trustee, or under any other equivalent title, the Company will have the right to ask these individuals or entities to provide the names of the real owners of the shares as well as the corresponding transmission and charge details. ARTICLE 26. CHAIRMAN AND SECRETARY OF THE GENERAL MEETING 1. General Meetings will be chaired by the Chairman of the Board of Directors and, in the absence thereof, by the corresponding Vice Chairman according to the order of preference. In the absence of both, the oldest director will act as Chairman. 2. The Secretary will be the Secretary of the Board of Directors and, in the absence thereof, the Vice Secretary according to the order of preference, if any, and in the absence thereof, the youngest director. ARTICLE 35. APPOINTMENT TO POSTS ON THE BOARD OF DIRECTORS 1. The Board of Directors will appoint from among its number a Chairman and a Vice Chairman to replace the Chairman in the event of incapacity or absence. 2. The Chairman represents the Company on behalf of the Board and the General Meeting, and is its highest representative for the purposes of any actions of the Company or subsidiary bodies in which it holds ownership interests. 3. In the event that the Chairman is absent for any reason, he will be substituted by the Vice Chairmen in their corresponding order and, failing this, by the oldest member of the Board. 4. The Chairman will carry out the following functions, notwithstanding the powers of the Chief Executive Officer and any powers of attorney or representations by proxy that have been established: (i) (ii) (iii) (iv) (v) (vi) Represent institutionally the Company and any entities dependent on the Company, without prejudice to the functions attributed in this area to the Board of Directors. Call, at the behest of the Board of Directors, chair and direct General Shareholders' Meetings, establishing limits on remarks for and against all proposals and also establishing their duration. Call, chair and direct meetings of the Board of Directors, with the same powers as stipulated in the preceding paragraph. He may also enact any resolutions by this body, with no need for any special delegation format. He holds the casting vote in the event of a tie during meetings of the Board of Directors over which he presides. Act on behalf of the Company in front of corporate bodies and sector representatives, in accordance with the provisions of its by laws. Authorize the minutes, certifications and other documents concerning resolutions by the General Meeting, the Board of Directors and, where applicable, any Committees he chairs, and act on behalf of the Company to 12

13 (vii) implement such resolutions with regulatory bodies, notwithstanding the scope to other bodies. Be responsible for the official signature of the Company, and thus sign on behalf of the Company and, in agreements that are necessary for legal or statutory reasons, contracts, accords or other legal instruments with public authorities and other entities. (viii) Ensure compliance with current legal stipulations, with the precepts of these by laws and of the regulations and resolutions of the collegiate bodies over which he presides. (ix) Official representation of the Company in its contact with authorities, entities, and third party bodies whether they be Spanish or foreign. He may delegate this representative function to other members of the Board, to the Chief Executive Officer, or to a member of the Company's management staff. 5. The Board may also appoint additional Vice Chairmen, in which case the duties described will fall to the First Vice Chairman, who will be replaced in turn, if necessary, by the Second Vice Chairman, and so on successively. 6. The Board will likewise appoint a Secretary and may appoint a Vice Secretary, who need not be directors. The Secretary will attend Board meetings with the right to speak but not to vote, unless he is a director. 7. The Vice Secretary, if there is one, will replace the Secretary if the latter is not present at the meeting for any reason and, unless the Board decides otherwise, may attend meetings of the Board of Directors to assist the Secretary. The Board may also appoint more than one Vice Secretary, in which case the duties described will fall to the First Vice Secretary, who will be replaced in turn if necessary by the Second Vice Secretary, and so on successively. 8. The Board of Directors, in consideration of the special relevance of its mandate, may appoint as Honorary Chairmen persons who have held the position of Chairman of the Board, and may attribute to them duties of honorific representation of the Company and for such acts as are expressly entrusted to them by the Chairman of the Board. Honorary Chairmen may exceptionally attend Board meetings when invited to do so by the Chairman and, in addition to the duties of honorific representation, will give advice to the Board and its Chairman, and will assist in maintaining the best possible relations between shareholders and the Company s governing bodies and among the shareholders themselves. The Board of Directors will make available to Honorary Chairmen such technical, material, and human resources as it deems appropriate to enable them to perform their duties in the most adequate terms, and through the most appropriate formulae. In regard to the above and, particularly in regard to changes in article 2 of the by laws, that relating to the corporate object, it should be noted that those shareholders that did not vote in favor of the Merger resolution and resulting substitution of the Company s corporate object will have an exit right, in accordance with the applicable legislation. 13

14 i) The effects of the Merger in terms of employees, its likely impact on governing bodies in terms of gender, and the effect, where applicable, on social responsibility at the absorbing company. Possible repercussions of the Merger with regard to employment Pursuant to article 44 of Royal Decree 1/1995, of March 24, approving the revised text of the Workers Statute Act, which regulates cases of business succession, the absorbing company in the Merger will be subrogated to the employment rights and obligations of the employees of the absorbed companies associated with the economic units constituted by the merger assets and liabilities. The employees' legal representatives will be notified of the Merger, in accordance with the law, as will any appropriate public bodies, particularly the Social Security General Treasury. Lastly, by virtue of the Merger, the Company will assume and maintain unchanged the organization and the human and material resources from Microbank de la Caixa, S.A., together with the policies and procedures relating to the personnel management of said employees. Therefore, as a result of the Merger, no employment related aspects of said employees from Microbank de la Caixa, S.A. will be affected either qualitatively or quantitatively. Impact on governing bodies in terms of gender The Merger is not expected to produce any change in the Board of Directors of the absorbing company from a gender distribution standpoint. Effect of the Merger on social responsibility at the company The Company (which following the Merger will be called CaixaBank, S.A.) will be the bank through which Caixa d Estalvis i Pensions de Barcelona carries out its activity indirectly as a credit institution. Taking this into consideration, the banking activity carried out by the Company will be built around the same principles governing the activity of Caixa d Estalvis i Pensions de Barcelona and its own aims. j) Applicable tax regime. In accordance with Article 96 of the revised Corporate Income Tax Act, approved by Royal Legislative Decree 4/2004, of March 5, the Merger will be subject to the special tax regime for mergers as set out in Chapter VIII of Title VII of the aforementioned Law, and to this effect the absorbing company will inform the Ministry of Economy and Finance of the decision to present the Merger under the aforementioned tax regime, within the terms laid down in articles 42 to 45 of the Corporate Income Tax Regulation (RIS) approved by Royal Decree 1777/2004, of July 30. k) Prerequisites Regulatory issues. The Merger and, by extension, its entry into the registry have as a prerequisite, in addition to approval by the competent bodies, the signing of the swap referred to in points 8(a) of the Agenda and the prior registry entry of, among other things, the Company's capital increase referred to in point 8(b) of the Agenda. Meanwhile, the validity of the Merger is subject to approval by the Ministry of Economy and Finance, pursuant to article 45 of Spain's Banking Law of December 31,

15 FILING OF THE SPIN OFF PROJECT In accordance with article 32 of Law 3/2009 of April 3, governing structural changes in mercantile companies, with regard to article 73, it is expressly indicated that the Spin off project referred to in point 9 of the Agenda has been filed in the Barcelona Companies Registry. BASIC TERMS OF THE SPIN OFF PROJECT In accordance with articles 39, 40.2, and 49.1 of Law 3/2009 of 3 April, governing structural changes in mercantile companies, with regard to article 73, the following short references are included on the Spin off project: a) Identification of the companies taking part in the Spin off transaction. The spun off company is Criteria CaixaCorp, S.A., with registered offices in Barcelona, Avda. Diagonal 621, registered in the Barcelona Companies Registry, volume 40,003, folio 85, page B 41,232, and with CIF code A The beneficiary company will be the newly created limited company, fully owned by the Company, and licensed by the Ministry of Economy and Finance to carry out banking activities. b) Type of share exchange and its procedure. Other references. Bearing mind that at the time of the Spin off the spun off company will own all the shares that make up the beneficiary company s share capital, no reference is to be made to the type or procedure of share exchange at the absorbed company, nor to a date as of which the new shares in the beneficiary company would give the right to participate in the earnings. c) Effect of the Spin off on the industry and ancillary contributions at those companies disappearing and the compensation to be granted, where appropriate, to the affected shareholders in the resulting company. Given the fact that neither of the companies taking part in the Spin off have industrial partners or partners obliged to make ancillary contributions, it is an issue that does not need to be taken into account in the Spin off. d) Directors and independent experts reports. It is not necessary to prepare reports by the directors of the companies participating in the Spin off or by an independent expert, notwithstanding the issuing of the corresponding independent expert s report on the non monetary contribution to the spin off s beneficiary company (in the event that the banking activity license is obtained at the same time as the authorization for the spin off), whether this be at the time of its constitution or during the capital increase (in the event that the spin off authorization is obtained after the banking activity license). e) Special rights and options. The participating companies will be granted neither rights nor options as a result of the Spin off, given that there are no holders of special class shares or special rights other than the shares in the absorbed company. f) Other benefits to be granted. In the beneficiary company, no benefits of any kind will be granted to the directors of the companies taking part in the Spin off, or to independent experts, whose intervention is not required in this Spin off. g) Effective date of the Spin off for accounting purposes. The transactions of the spun off company will be considered carried out for accounting purposes by the beneficiary company as of January 1, h) By laws of the beneficiary company. Following verification of the Spin off, the beneficiary company will be governed by the by laws whose text will match, mutatis 15

16 mutandis, the current by laws at Microbank de la Caixa, S.A. The by laws of the beneficiary company will be added to the Spin off Project as Appendix 2. i) The effects of the Spin off in terms of employees, its likely impact on governing bodies in terms of gender and the effect, where applicable, on social responsibility at the absorbing company. Possible repercussions of the Spin off with regard to employment Pursuant to article 44 of Royal Decree 1/1995, of March 24, approving the revised text of the Workers Statute Act, which regulates cases of business succession, the beneficiary company of the Spin off will be subrogated to the employment rights and obligations of the employees of the spun off companies associated with the economic units constituted by the Spin off assets and liabilities. The companies involved in the Spin off will be jointly and severally liable, pursuant to the provisions of the law, for the employment obligations that arose prior to the Spinoff and for the obligations relating to Social Security, whether these be obligations relating to contributions or benefit payments generated previously. The employees' legal representatives will be notified of the Spin off, in accordance with the law, as will any appropriate public bodies, particularly the Social Security General Treasury. Lastly, by virtue of the Spin off, the beneficiary company will assume and maintain unchanged the organization and the human and material resources of the Company, together with the policies and procedures relating to the personnel management of said employees. Therefore, as a result of the Spin off, no employment related aspects of said employees from the Company will be affected either qualitatively of quantitatively. Specifically, it is expected that those employees who work in the Company s microcredit activity will do the same at the beneficiary company, following the Spin off. Impact on governing bodies in terms of gender The Spin off is not expected to produce any change in the Board of Directors of the Company from a gender distribution standpoint. It is expected that the Board of Directors at the beneficiary company will be made up of José Francisco de Conrado Villalonga, José Juan Pintó Ruiz, Sebastián Sastre Papiol, Juan Carlos Gallego González, María Dolors Llobet María, François Xavier Marie Miqueu, José Ramón Montserrat Miró, Miguel Noguer Planas, Juan Reguera Díaz and Manuel Romera Gómez. Effect of the Spin off on the Company s social responsibility The Spin off s beneficiary company will channel the microcredit activity of the la Caixa Group, which is aimed primarily at people with difficulties accessing the traditional credit system. j) Applicable tax regime. In accordance with Article 96 of the revised Corporate Income Tax Act, approved by Royal Legislative Decree 4/2004, of March 5, the Spin off will be subject to the special tax regime for mergers as set out in Chapter VIII of Title VII of the aforementioned Law, and to this effect the absorbing company will inform the Ministry of Economy and Finance of the decision to present the Spin off under the aforementioned tax regime, within the terms laid down in articles 42 to 45 of the 16