Isidre Fainé Casas Chairman
Economic environment Financial system Criteria 2010 From Criteria to CaixaBank The la Caixa Group A business for the future
Economic environment Economic outlook World % GDP 10 8 6 4 2 0 Emerging countries 7.3 5.0 3.0 Total world Advanced economies Economic growth forecasts 2011 9.3% 2.8% 1.5% US Euro zone China -2-4 Forecast 05 06 07 08 09 10 11 12 4.5% 4.5% 8.3% 0.6% Mexico Brazil India Japan 4
Economic environment Economic outlook. Risks Oil price Exchange rate (US dollar-euro) $ per barrel 125 100 1,6 1,5 1,4 75 50 05 06 07 08 09 10 11 12 Forecast 1,3 1,2 1,1 05 06 07 08 09 10 11 12 Forecast Euro zone interest rate (%) US interest rate (%) 5 4 3 2 1 0 05 06 07 08 09 10 11 12 Forecast 10 years 4.4% 3 months 2.6% 6 4 2 0 05 06 07 08 09 10 11 12 Forecast 10 years 4.0% 3 months 1.2% 5
4Q08 4Q09 4Q10 4Q11 4Q12 4Q/08 4Q/09 4Q/10 4Q/11 4Q/12 4Q/08 4Q/09 4Q/10 4Q/11 4Q/12 4Q/08 4Q/09 4Q/10 4Q/11 4Q/12 Economic environment Spain: economic outlook GDP Employment % annual change % annual change 4 2 0-2 -4-6 Forecast Spain 2.2% E. zone 1.8% 6 4 2 0-2 -4-6 -8 Forecast Spain 1.2% E. zone 0.8% Exports and imports CPI % annual change 20 10 0-10 -20-30 Forecast Exports Imports % annual change 6 5 4 3 2-1 01-2 Forecast E. zone 1.9% Spain 1.8% 6
Economic environment Spain: fiscal adjustment and reforms Risk premiums Control of public deficit Structural reforms 10-year bonds versus German bund Greece % of GDP 2010 2011 2012 2013 Labor market Banking system restructuring Pensions Ireland Portugal -6.0-4.4-3.0 Public sector Spain Italy France -9.2 Targets 7
Economic environment Financial system Criteria 2010 From Criteria to CaixaBank The la Caixa Group A business for the future
Financial system Activity and NPLs Deposits Loans NPLs % annual change % annual change % of loans 17% 15% 13% 11% 9% 16% 12% 8% 7% 6% 5% 4% 6.2% 7% 5% 2.9% 3% 1% -1% J-08 J-09 J-10 J-11 4% 0% -0.1% -4% J-08 J-09 J-10 J-11 3% 2% 1% 0% J-08 J-09 J-10 J-11 9 Latest data at February 2011
Financial system Liquidity and returns Distribution of maturities (EUR billion) Matured 103 120 95 82 60 Net interest income (EUR billion) 50 40 30 20 10 0 2011 2012 2013 2014 2015 Forecasts 2005 2006 2007 2008 2009 2010 2011 2012 10
Financial system Banking system: transformation and solvency Regulatory changes Restructuring of savings bank sector LORCA Stress test Basel III Royal Decree 02/2011 on solvency Solvency of Spanish deposit-taking institutions Ratio of Tier 1 capital 7% 9,6% 6 savings banks on the margin 12% 30% 4 processes without support (11 savings banks) 58% As a % of assets 8 processes with support of FROB (28 savings banks) 2007 2010 Medium-sized: 30.3 billion 73.4 billion Structural adjustments: 15-20% 11
Economic environment Financial system Criteria 2010 From Criteria to CaixaBank The la Caixa Group A business for the future 12
Criteria 2010 Share price and gains A valuable portfolio Millions of euros December 31, 2010 Fluctuations since January 2010 No. 1 in Ibex Asset value 1 Unrealised gains 2 23,059 2,387 160 140 120 Criteria +53.6% Net asset value ( /share) 1 5.13 100 80 Ibex -11.8% 1 Includes commited sale of 50% of VidaCaixa Adeslas to Mutua Madrileña 2 Listed portfolio. Gains of Criteria 60 d-09 D-09 m-10 M-10 j-10 J-10 s-10 O-10 J-11 d-10 m-11 A-11 Criteria 11/05/2011 EUR 5.06 13
Criteria 2010 Key transactions Transactions 2010 Active management Agbar / Adeslas Net gains (EUR million) 162 165 2011 Alliance with Mutua Madrileña 50% non-life insurance A great partner No. 4 in non-life insurance We remain No. 1 in life Transaction value: 1.075 billion CaixaRenting 50 14
Criteria 2010 Results Recurring profit Total profit Results for shareholder +21% +38% 1,823 1,317 1,176 1,424 Dividend per share (EUR) * Share price (EUR) (Dec 2010) Dividend yield * 0.311 3.98 7.8% * Includes extraordinary dividends EUR 0.08 2009 2010 2009 2010 Now even more flexible EUR million, December 31, 2010 15
Economic environment Financial system Criteria 2010 From Criteria to CaixaBank The la Caixa Group A business for the future
From Criteria to CaixaBank A natural transformation 83% IPO 17% December 2010 63% 37% 2010 - Pro-forma 25% 75% Financial portfolio Service portfolio We meet our targets An optimum model for everyone Shareholders la Caixa Group 17
From Criteria to CaixaBank The new structure of the la Caixa Group Min. shareholders Criteria 18.5% CaixaHolding Employees la Caixa Group 0.4% Welfare Projects 81.1% 1 (formerly Criteria - listed) Carrying amount: 20,300 M Banking & Insurance Business International banks (unlisted) 100% Carrying amount: 10,600 M Industrial portfolio 1 Does not include obligatorily convertible bonds Repsol + Telefònica Real estate activity Planned completion July 2011 18
From Criteria to CaixaBank Commited to the shareholder Favoring the shareholder Value creation: Favorable asset exchange Disappearance of discount Incorporation of a blue-chip financial entity We remain firmly committed to shareholder remuneration Ease: share exchange not required High Dividends policy Compatible with liquidity Regular Quarterly payment Flexible Shares or dividend Sustainable Maintaining a sound balance sheet Avg Target Price = 5.42* 19 * Average target price of thirteen analysts
Economic environment Financial system Criteria 2010 From Criteria to CaixaBank The la Caixa Group A business for the future 20
The la Caixa Group Network and channels 156 197 Number of branches 78 49 183 55 28 264 92 86 131 656 724 4 2 131 464 1.851 296 Branches in Spain: 5,396 Market share 12% la Caixa, leader in multi-channel management (No. of operations in %) Automatic 35% Branches 10% ATMs 13% Internet 42% 55% of transactions through Internet and ATMs 4,000 million transactions per annum 21
The la Caixa Group Customer-focused management Growth Management model: Challenges Service and quality Solvency Efficiency CUSTOMER focus Risk management Innovation Profitability 22
The la Caixa Group Market share Market share and position in 2010 ranking 1st 2nd Pension plans 16.2% Commercial loans 8.9% Private non-resident sector loans 9.6% Time deposits 9.0% Direct deposit of salaries 15.4% Direct deposit of pensions 13.1% Mortgages 10.6% Card turnover 17.4% Point of sale terminals 21.0% Savings insurance 14.4% Private resident sector loans 10.1% Health insurance 23.8% 3rd Investment funds 10.6% Factoring & p. discounting 12.5% 23
The la Caixa Group Activity and results Data at December 31, 2010 Turnover EUR millions Returns ratios Funds 247,897 Efficiency 43.6% Loans 189,546 Recurrence 47.9% Results EUR millions RoE 9.3% Net op. income 3,323 RoA 0.7% Recurring income 1,507 Total income 1,307 24
The la Caixa Group Financial strength Data at December 31, 2010 Solvency Security Reputation Core Capital Tier I 8.6% 9.9% NPLs Liquidity 3.7% 6.9% Responsibility Most responsible company in Spain (mercoresponsables) 2011 Total tier Surplus over total tier 11.8% 6,130 EUR million Cover Cover with mortgage guarantee 70% 140% Brand Brand with best Reputation (mercomarcas) 2004 to 2010 Ratings Moody s Aa2 Standard & Poor s A+ Fitch A+ 25
employees The la Caixa Group Our model Mission Promote saving and investment Provide best and most complete service Greatest number of customers Clear contribution to society Basic financial and social needs Long-term value creation for stakeholders society customers shareholders 26
The la Caixa Group Vision and values Vision Leading financial group International focus Value creation Values Leadership integrity commitment professionalism team work Trust: of customers and society highest quality service Social commitment Welfare Projects 2011 budget: EUR 500 million Education and research Culture Environment and science Largest foundation in Spain Social 27
The la Caixa Group Management model Guided by value-based challenges New competences & new commercial trends Commercial plan per business unit Encouraging proactiveness Continuous improvement of management Global management 28
Economic environment Financial system Criteria 2010 From Criteria to CaixaBank The la Caixa Group A business for the future
A business for the future Strategic plan 2011-2014 Leadership and growth to underpin our model Strategic challenges Reinforce our leadership in retail banking Maintain financial strength Improve returns Diversify operations towards businesses Boost organizational efficiency and flexibility Balance regional distribution Nurture and encourage talent Grow through internationalization 30 Representative office International Branch office
A business for the future Why are we different? Commitment to our shareholders Close relations with customers Service excellence Skilled & motivated team Innovation Prudence and a long-term vision Make the difference 31
A business for the future Round-up Core values la Caixa model A great plan for meeting new challenges Shareholders are key and a priority!! 32
Thank you
CEO Gonzalo Gortázar
Agenda Results Transactions in the year CaixaBank Shareholder remuneration Conclusions
2010 results Consolidated results ( M) Net recurring profit +21% 1,176 1,424 Net non-recurring profit 2009 141 2010 399 Net attributable profit +38% 1,317 1,823 2009 2010 Tactical disposals Adeslas - Agbar CaixaRenting 2009 2010 A very satisfactory year for earnings.
2010 results Results from portfolio activities ( M) Services +8% International banking +65% Insurance and financial +58% 982 1,059 171 283 184 290 2009 2010 2009 2010 2009 2010 All business lines contribute to earnings growth.
1Q 2011 results Consolidated results ( M) Net recurring profit +8% Net non-recurring profit 1Q10 121 Net attributable profit -12% 343 369 1Q11 41 464 410 1Q10 1Q11 There were no significant portfolio disposals in 1Q11 1Q10 1Q11 Positive trend continued in the first quarter.
Results Criteria vs. Ibex35 and evolution of non-recurring result Criteria vs. Ibex35 Net recurring profit (2007-2010) Criteria Net non-recurring profit (2009 e2011) +21% 399 491 1,031 141 Criteria -13% Ibex35 2009 2010 e2011 Criteria outperforms Ibex35 in profit growth since IPO And we will have generated more than 1,000 M of non-recurring results in the last three years
Results Transactions in the year CaixaBank Shareholder remuneration Conclusions
Transactions in the year Transactions in 2010: Active portfolio management Tactical disposals: Cash: + 494M Capital Gains: + 129M Increase economic ownership (+ 819M) Acquisition of Adeslas ( 1,193 M) Sale of Agbar: Cash: + 666 M Capital Gains: + 165 M Disposal of CaixaRenting: Cash: + 62M Capital Gains: + 50M Investment Repsol and Gas Natural ( 301M) Disposal of 50% VidaCaixa Adeslas: Cash: + 1,000M Capital Gains: + 450M 120 100 Ibex35 80 60
Transactions in the year Criteria 2010: Investment follow up - a successful year 95 124 +31% 622 780 +25% 320 361 +13% Sept. 2009 2011 Nov. 2009 2011 Jan. 2010 2011 758 831 +10% 362 458 +27% 1,628 2,215 +36% Apr. 2010 2011 Nov. 2010/ 2011 Jan. 2011 Oct. 2009/ 2011 Jan. 2011 Amounts at investment date/initial value and at March 31, 2011 ( M) Value creation through active portfolio management.
Transactions in the year Criteria 2010: Strategic alliance with Mutua Madrileña Criteria Mutua Madrileña Hospitals VidaCaixa Group ~50% 50% Non-life business (VidaCaixa Adeslas, S.A.) Life business (VidaCaixa, S.A.) Aresa Addition of a key partner Insurance remains a key strategic business: 1st in life and pensions 1st in health 4th in non-life Price: 1,075M Capital Gains: 450M Expected closing: 3Q2011
Transactions in the year Combining organic growth with M&A to create value M&A Acquisition of 50% CaiFor Acquisition of Adeslas Sale of 50% to Mutua P/E: 14x P/E: 17x P/E: 24x 2007 2008 2009 2010 2011 Organic Growth Household Health Business development and launch of new products Auto Motorbikes Multirisks and Auto for SMEs Insurance Premium Growth (2007-2010) - life : 33% - non-life: 29% Integration Adeslas- SegurCaixa
Results Transactions in the year CaixaBank Shareholder remuneration Conclusions
CaixaBank Meeting our objectives Strategic objectives at the IPO: Increase exposure to the financial sector: - from 17% to 75% Banking operations in high-growth markets: - China (BEA), Mexico (GF Inbursa), Central and Eastern Europe (Erste) Active portfolio management Value creation - Criteria outperformed the Ibex35 by 26pp between the IPO and May 11th, 2011
CaixaBank Reorganization of la Caixa Group 79.45% Welfare Projects Banking Business 9,515 M Insurance business International Banking 0,8x book value Services portfolio 7,471 M Market value Capital increase 2,044 M
CaixaBank Reorganization of la Caixa Group 79.45% Welfare Projects Banking Business 9,515 M Insurance business International Banking Services portfolio 7,471 M Capital increase 2,044 M
CaixaBank Reorganization of la Caixa Group 81.1% Welfare Projects 100% CaixaHolding Insurance business International Banking Banking business Services portfolio Real estate activity
CaixaBank Transforming Criteria into CaixaBank la Caixa Anticipates the impact of new capital requirements Maintains: - its business model - its corporate governance - its main activities Criteria Acquires a leading banking business at an extremely attractive price Increases capital at a premium (+27%) Eliminates the holding company discount Enhances long-term growth potential Good reception Attractive conditions for the shareholder The transaction has been carefully prepared and communicated. la Caixa Group is ahead of the sector Positive market reaction: +25% the week the transaction was announced
Results Transactions in the year CaixaBank Shareholder remuneration Conclusions
Shareholder remuneration Dividends remain a top priority 2010 September December January March 0.06 0.06 0.08 0.06 June Min. 0.051 Quarterly Extraordinary Shareholders may decide to receive payment in company shares or in cash 2011 Plan to maintain a minimum of 0.231 per share Criteria Optional Scrip Dividend in September and March
Criteria and its Shareholders program Presentations program: - 15 cities visited - 2,300 participants Shareholder Service: - Telephone and email - Offices in Barcelona and Madrid Azul Criteria Program: - More than 60,000 members - Advantages in our investees Learn with Criteria: - 5 cities and 580 participants - Stock market trainning Direct Communication: - Shareholder Magazine Advisors Committee of Shareholders - Unique in Spain - More than 30 proposals Regular, attentive and close dialogue with our Shareholders.
Results Transactions in the year CaixaBank Shareholder remuneration Conclusions
Conclusions Criteria: mission accomplished Three and a half years on the stock market Strategic objectives met: - Increased exposure to the financial sector - Banking operations in high-growth markets Value creation through active portfolio management Criteria outperformed the Ibex35 by 26pp between the IPO and May 11th, 2011 Transformation into CaixaBank: Well-planned and executed Offering preferential treatment to retail Shareholders CaixaBank: our future The leading bank by financial wherewithal and commercial strength Large scope for earnings growth in the medium and long term Our main priority: shareholder remuneration through value creation and high dividends
Thank you very much
Agenda
Agenda 1 Review and approval of the individual and consolidated financial statements and their respective management reports for 2010.
Agenda 2 Review and approval of the Board of Directors management during 2010.
Agenda 3 Review and approval of the proposed distribution of profit for 2010.
Agenda 4 & 5 Capital increases through the issue of new ordinary shares with a face value of one (1) euro each, charged against 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 in accordance with article 297.1.a) of the Corporate Enterprise Act (Ley de Sociedades de Capital).
Agenda 6 Amendment of the Company s by-laws, to adapt them to recent regulatory changes.
Agenda 7 Amendment of the Company s by-laws, based on the need to update and improve their wording, clarifying and completing certain concepts and introducing amendments advisable in light of the Company s ordinary transactions.
Agenda 8 Approval of the Company s participation in the reorganisation of "la Caixa" Group and, for such purpose, approval of: (a) Swap between the Company and la Caixa : the Company would transfer to la Caixa stakes in certain companies along with ancillary assets, while la Caixa would deliver to the Company 73,568,047 shares in Microbank de la Caixa, S.A.U. (b) 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 preemption rights, to be fully subscribed by the Company s major shareholder, Caixa (c) d Estalvis i Pensions de Barcelona, through the contribution of 20,129,073 shares in Microbank de la Caixa, S.A.U. Merger of the Company (absorbing company) by way of absorption of Microbank de la Caixa, S.A.U. (absorbed company). Approval of the Merger project and the Merger balance sheet. Information on important modifications of the assets or liabilities of the Company and/or of Microbank de la Caixa, S.A.U. between the date of the Merger project and that of the Annual General Meeting. Amendment of the Company s by-laws.
Agenda 9 Spin-off from the Company (spun-off company) into a newly created entity (beneficiary company) the assets and liabilities relating to the microcredit business that the Company is acquiring from Microbank de la Caixa, S.A.U. as a result of its merger by absorption of the latter. Approval of the Spin-off project and the Spin-off balance sheet. Information 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.
10 Agenda Amendment to the Company s Regulation of the General Shareholders Meeting. Approval of the new revised text of the Regulation of the General Shareholder s Meeting.
Agenda Information on the amendments to the Company's Regulation of the Board of 11Directors approved by the Board of Directors.
12 Agenda Authorisation to the Board of Directors to increase the Company s share capital on one or several times 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, in accordance with the provisions in article 297.1b) of the Corporate Enterprise Act. Delegation of powers to exclude preferential subscription rights in accordance with Article 506 of the Corporate Enterprise Act. To revoke the authorisation in effect to date for the unused part.
13 Agenda 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 amount necessary, and to exclude, where appropriate, preferential subscription rights. To revoke the authorisation in effect to date for the unused part.
14 Agenda Delegation of powers to the Board of Directors 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.
1 Determination Agenda 5 of the number of members on the Board of Directors, within the limits stipulated by the by-laws. Resignation, reelection and appointment of directors. 15.1 Determination of the number of Board members in eighteen (18). 15.2 Appointment of Juan José López Burniol.
16 Agenda Authorisation for the Company to buy its own shares by virtue of the provisions in article 146 of the Corporate Enterprise Act. To revoke of the unused portion of the authorization currently in force.
Agenda Authorisation to the members of the Board in accordance with article 230 of the Corporate 17Enterprise Act.
Agenda Reappointment of the Auditors of the Accounts of the Company and its consolidated 18group for 2012.
Agenda Advisory vote on the annual report on 19Directors' remuneration policy.
20 Agenda 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.