mr. josÉ ignacio goirigolzarri tellaeche … · decies of the spanish corporations act, ......

Board of Directors

January 2017

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MR. JOSÉ IGNACIO GOIRIGOLZARRI TELLAECHE REPORT OF THE BOARD OF DIRECTORS OF BANKIA, S.A. FOR THE PURPOSES OF ARTICLE 529 DECIES OF THE SPANISH CORPORATIONS ACT, IN CONNECTION WITH THE RESOLUTION TO REELECT MR. JOSÉ IGNACIO GOIRIGOLZARRI TELLAECHE AS A MEMBER OF THE BOARD OF DIRECTORS, IN THE CATEGORY OF EXECUTIVE DIRECTOR, AND WHICH IS SUBMITTED TO THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 24 MARCH 2017 UNDER POINT 4 OF THE AGENDA. In line with the considerations highlighted by the European Central Bank (ECB) in relation to establishing a procedure that ensures the correct renewal of members of the Board of Directors, of particular relevance as the majority of the mandates of the Directors of Bankia, S.A. (“Bankia” or the “Company”) ended on the same date, it was proposed to partially renew the mandates of the members of the Board at the Company’s General Meeting on 15 March 2016. In order to continue this process, it is proposed to hold a second partial renewal of the mandates of the members of the Board. Section 5 of Article 529 decies of the Consolidated Text of the Spanish Corporations Act approved by Royal Legislative Decree 1/2010 of 2 July establishes that the Board of Directors must attach a justifying report that assesses the proposed candidate’s competence, experience and merits, to the proposal for the reelection of members of the Board. Therefore, in order to formalise and justify the proposal to reelect Mr. José Ignacio Goirigolzarri Tellaeche as a director and executive chairman for the Bylaws mandated term of four years, the Board of Directors has drawn up this report, which is attached to the proposal to reelect Mr. Goirigolzarri as a member of the Board of Bankia, in the category of executive director, which shall be submitted to the Ordinary General Shareholders’ Meeting of the Company. In order to make the aforementioned proposal, the Board has reviewed the favourable report issued by the Appointments and Responsible Management Committee in accordance with the provisions of Section 6 of Article 529 decies of the Corporations Act, having carried out an analysis of the current composition of the Board and its requirements, evaluating the conditions that directors must fulfil in performing their duties and the dedication required to correctly undertake their role. The Board of Directors has reassessed Mr. José Ignacio Goirigolzarri Tellaeche’s competence, merits and experience based on the following information: 1. Mr. Goirigolzarri was appointed as a Director of the Company, in the category of executive

director and as chairman of the Company, by resolution of the meeting of the Board of Directors on 9 May 2012, following ratification of his role by agreement of the General Shareholders’ Meeting held on 29 June 2012. Furthermore, at its meeting on 25 June 2014 the Board of Directors agreed to ratify him as executive chairman and first executive of the Company, having delegated to him all eligible powers under the law and bylaws. Since his appointment as a director and executive chairman of the Board of Directors, Mr. Goirigolzarri has demonstrated his ability to manage the Company and that he possesses the specific knowledges, skills and competences, as well as sufficient experience of

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governing the credit institution. He also fulfils the banking regulation requirements and has performed his role with the loyalty of a true representative, acting in good faith, in the Company’s best interests and under the principle of personal responsibility with freedom of criteria and independence in relation to instructions and relationships with third parties. The Appointments and Responsible Management Committee considers that Mr. Goirigolzarri has dedicated the necessary time to effectively perform his role and that he has sufficient available time to correctly carry out his duties.

2. Mr. Goirigolzarri has held various positions of responsibility throughout his career, which demonstrate his ability and merits to manage the Company in a sound and prudent manner.

3. Professional career:

Executive Chairman of Bankia (2012-to present). Chairman of BFA, Tenedora de Acciones, S.A.U. representing the Fund for Orderly

Bank Restructuring (2012-to present). Vice-chairman of the Confederación Española de Cajas de Ahorros (CECA) (2012-to

present). CEO of Grupo BBVA (2001-2009). He has been a member of the Board of BBVA-Bancomer (Mexico), Citic Bank (China)

and CIFH (Hong Kong) (2001-2009). Vice-chairman of Telefónica. Vice-chairman of Repsol.

4. Academic profile:

Degree in economics and business from the Universidad Comercial de Deusto. Graduate in finance and strategic planning from the University of Leeds. Lecturer in strategic planning at the Universidad Comercial de Deusto.

Mr. Goirigolzarri’s academic background and career described in the preceding paragraphs demonstrate that he has extensive knowledge and experience in the field of financial institutions at a national and international level. Mr. José Ignacio Goirigolzarri Tellaeche has also held directorship and management positions in leading national and international financial institutions, as previously indicated. His suitability for the role was verified by the Appointments and Responsible Management Committee of the Board of Bankia applying the requirements established in Royal Decree 84/2015 of 13 February, which implements Law 10/2014 of 26 June on the organisation, supervision and solvency of credit institutions. Bankia has in place a procedure for continuously evaluating the suitability of its directors, which has shown that Mr. José Ignacio Goirigolzarri Tellaeche fulfils the necessary suitability requirements for performing this role. Similarly, based on the information provided, Mr. José Ignacio Goirigolzarri Tellaeche complies with the limit on the maximum number of roles that can be held established in article 26 of Law 10/2014 of 26 June, and it is deemed that he is able to dedicate sufficient time to perform the duties of this role.

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Mr. Goirigolzarri therefore has the necessary competence, knowledges, experience and merits to continue to perform his duties as director and executive chairman of the Company in accordance with the terms provided by law and the bylaws, and is a person with a history of good professional and business repute, leaving no doubt as to his ability to manage the Company in a sound and prudent manner. He is able to continue exercising good governance in the Company and no factors suggesting a continuing or structural conflict with the interests of the Company or preventing him from devoting sufficient time to his duties have been identified. In conclusion, in the opinion of the Board of Directors and taking into account the favourable report issued by the Appointments and Responsible Management Committee, Mr. Goirigolzarri has the specific knowledges, skills and competences and the necessary experience and merits for the purposes of proposing his reelection as a member and executive chairman of the Company’s Board of Directors, in the category of executive director, to the Ordinary General Meeting of Shareholders of Bankia, S.A., for the bylaws mandated term of four years.

Appointments and Responsible Management Committee

January 2017

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BANKIA APPOINTMENTS AND RESPONSIBLE MANAGEMENT COMMITTEE

EXECUTIVE DIRECTOR REELECTION REPORT

Mr. José Ignacio Goirigolzarri Tellaeche

In line with the considerations highlighted by the European Central Bank (ECB) in relation to establishing a procedure that ensures the correct renewal of members of the Board of Directors, of particular relevance as the majority of the mandates of the Directors of Bankia, S.A. (“Bankia” or the “Company”) ended on the same date, it was proposed to partially renew the mandates of the members of the Board at the Company’s General Meeting on 15 March 2016. In order to continue this process, it is proposed to hold a second partial renewal of the mandates of the members of the Board. The Appointments and Responsible Management Committee of Bankia, in exercising the powers attributed to it under article 15.7.c) of the Company’s Board of Directors Regulations, for the purposes established in article 529 decies of the Corporations Act and in accordance with the Company’s Director Selection Policy, hereby submits this favourable report to the Board of Directors in relation to the reelection of the director Mr. José Ignacio Goirigolzarri Tellaeche, in the category of “executive director”, for the bylaws mandated term of four years, for submission to the General Shareholders’ Meeting. Therefore, in order to formalise and justify the reelection of Mr. José Ignacio Goirigolzarri Tellaeche as a director and executive chairman, as proposed by the Company’s Board of Directors, the Appointments and Responsible Management Committee has drawn up this favourable report regarding the reelection of Mr. Goirigolzarri as a member of the Company’s Board of Directors, in the category of executive director, which shall be submitted to the Ordinary General Shareholders’ Meeting of the Company. The Committee has therefore analysed the current composition of the Board of Directors, verifying that the Board’s members include directors with the knowledges, skills and experience that, taken as a whole, enable it to correctly perform its duties, which has been taken into consideration when submitting the report to the Board relating to the reelection of members of the Board to be put to the next Ordinary General Shareholders’ Meeting of the Company. In accordance with Section 6 of article 529 decies of the Corporations Act, the Appointments and Responsible Management Committee has reassessed Mr. José Ignacio Goirigolzarri Tellaeche’s competence, merits and experience with regards to his proposed reelection based on the following information: 1. Mr. Goirigolzarri was appointed as a director of the Company, in the category of executive

director and chairman of the Company, by resolution of the meeting of the Board of Directors on 9 May 2012, following ratification of his role by agreement of the General Shareholders’ Meeting held on 29 June 2012. Furthermore, at its meeting held on 25 June 2014 the Board of Directors agreed to ratify him as executive chairman and first executive of the Company, having delegated to him all eligible powers under the law and bylaws.


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Since his appointment as a director and executive chairman of the board of directors, Mr. Goirigolzarri has demonstrated his ability to manage the Company and that he possesses the specific knowledges, skills and competences, as well as sufficient experience of governing the credit institution. He also fulfils the banking regulation requirements and has performed his role with the loyalty of a true representative, acting in good faith, in the Company’s best interests and under the principle of personal responsibility with freedom of criteria and independence in relation to instructions and relationships with third parties. The Appointments and Responsible Management Committee considers that Mr. Goirigolzarri has dedicated the necessary time to effectively perform his role and that he has sufficient available time to correctly carry out his duties.

2. Mr. Goirigolzarri has held various positions of responsibility throughout his career, which demonstrate his ability and merits to manage the Company in a sound and prudent manner.



Bank Restructuring (2012-to present). Vice-chairman of the Confederación Española de Cajas de Ahorros (CECA) (2012-

to present). CEO of Grupo BBVA (2001-2009). He has been a member of the Board of BBVA-Bancomer (Mexico), Citic Bank

(China) and CIFH (Hong Kong) (2001-2009). Vice-chairman of Telefónica. Vice-chairman of Repsol.



Mr. Goirigolzarri’s academic background and career described in the preceding paragraphs demonstrate that he has extensive knowledges and experience in the field of financial institutions at a national and international level. Mr. José Ignacio Goirigolzarri Tellaeche has also held directorship and management positions in leading national and international financial institutions, as previously indicated. His suitability for the role was verified by the Appointments and Responsible Management Committee of the Board of Bankia applying the requirements established in Royal Decree 84/2015 of 13 February, which implements Law 10/2014 of 26 June on the organisation, supervision and solvency of credit institutions. Bankia has in place a procedure for continuously evaluating the suitability of its directors, which has shown that Mr. José Ignacio Goirigolzarri Tellaeche fulfils the necessary suitability requirements for performing this role.


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Similarly, based on the information provided, Mr. José Ignacio Goirigolzarri Tellaeche complies with the limit on the maximum number of roles that can be held established in article 26 of Law 10/2014 of 26 June, and it is deemed that he is able to dedicate sufficient time to perform the duties of this role. Mr. Goirigolzarri therefore has the necessary competence, knowledges, experience and merits to continue to perform his duties as director and executive chairman of the Company in accordance with the terms provided by law and the bylaws, and is a person with a history of good professional and business repute, leaving no doubt as to his ability to manage the Company in a sound and prudent manner. He is able to continue exercising good governance in the Company and no factors suggesting a continuing or structural conflict with the interests of the Company or preventing him from devoting sufficient time to his duties have been identified. In conclusion, in the opinion of the Appointments and Responsible Management Committee, Mr. Goirigolzarri has the specific knowledges, skills and competences and the necessary experience and merits for the purposes of issuing this favourable report to the Board to propose his reelection as a member and executive chairman of the Company’s Board of Directors, in the category of executive director, to the Ordinary General Meeting of Shareholders of Bankia, S.A., for the bylaws mandated term of four years.

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CURRICULUM VITAE Mr. José Ignacio Goirigolzarri Tellaeche 1. Academic profile:




Bank Restructuring (2012-to present). Vice-chairman of the Confederación Española de Cajas de Ahorros (CECA) (2012-to

present). CEO of Grupo BBVA (2001-2009). He has been a member of the Board of BBVA-Bancomer (Mexico), Citic Bank (China)

and CIFH (Hong Kong) (2001-2009). Vice-chairman of Telefónica. Vice-chairman of Repsol.

Board of Directors

January 2017

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MR. ANTONIO ORTEGA PARRA REPORT OF THE BOARD OF DIRECTORS OF BANKIA, S.A. FOR THE PURPOSES OF ARTICLE 529 DECIES OF THE SPANISH CORPORATIONS ACT, IN CONNECTION WITH THE RESOLUTION TO REELECT MR. ANTONIO ORTEGA PARRA AS A MEMBER OF THE BOARD OF DIRECTORS, IN THE CATEGORY OF EXECUTIVE DIRECTOR, AND WHICH IS SUBMITTED TO THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 24 MARCH 2017 UNDER POINT 4 OF THE AGENDA. In line with the considerations highlighted by the European Central Bank (ECB) in relation to establishing a procedure that ensures the correct renewal of members of the Board of Directors, of particular relevance as the majority of the mandates of the Directors of Bankia, S.A. (“Bankia” or the “Company”) ended on the same date, it was proposed to partially renew the mandates of the members of the Board at the Company’s General Meeting on 15 March 2016. In order to continue this process, it is proposed to hold a second partial renewal of the mandates of the members of the Board. Section 5 of Article 529 decies of the Consolidated Text of the Spanish Corporations Act approved by Royal Legislative Decree 1/2010 of 2 July establishes that the Board of Directors must attach a justifying report that assesses the proposed candidate’s competence, experience and merits, to the proposal for the reelection of members of the Board. Therefore, in order to formalise and justify the proposal to reelect Mr. Antonio Ortega Parra as an executive director for the Bylaws mandated term of four years, the Board of Directors has drawn up this report, which is attached to the proposal to reelect Mr. Ortega as a member of the Board of Bankia, in the category of executive director, which shall be submitted to the Ordinary General Shareholders’ Meeting of the Company. In order to make the aforementioned proposal, the board has reviewed the favourable report issued by the Appointments and Responsible Management Committee in accordance with the provisions of Section 6 of Article 529 decies of the Corporations Act, having carried out an analysis of the current composition of the Board and its requirements, evaluating the conditions that directors must fulfil in performing their duties and the dedication required to correctly undertake their role. The Board of Directors has reassessed Mr. Antonio Ortega Parra’s competence, merits and experience based on the following information: 1. Mr. Ortega was appointed as a Director of the Company, in the category of executive

director, by resolution of the meeting of the Board of Directors on 25 June 2014, following ratification of his role by agreement of the General Shareholders’ Meeting held on 22 April 2015. Since his appointment as a member of the Board of Directors, Mr. Ortega has demonstrated his ability to manage the Company and that he possesses specific knowledges, skills and competences, as well as sufficient experience of governance of the credit institution. He also fulfils the banking regulation requirements and has performed his role with the loyalty of a true representative, acting in good faith, in the Company’s best interests and under the principle of personal responsibility with freedom of criteria and independence in relation to instructions and relationships with third parties. The

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Appointments and Responsible Management Committee considers that Mr. Ortega has dedicated the necessary time to effectively perform his role and that he has sufficient available time to correctly carry out his duties.

2. Mr. Ortega has held various positions of responsibility throughout his career, which demonstrate his ability and merits to manage the Company in a sound and prudent manner.


Member of the Board of Bankia (2014-to present) and General Manager of People,

Resources and Technology. Member of the Board of BFA, Tenedora de Acciones, S.A.U. (2012-to present). Member of the Board of Cecabank, S.A. (2013-to present). Director of the Banking School of the Monterrey Institute of Technology (2012-

2012). Director of the Masters course on human resources at the Centro de Estudios

Garrigues (2007-2012). Member of the Board of BBVA Bancomer and BBVA Continental (2003-2007). Vice-chairman of Banca Nazionale del Lavoro (2003-2007). General Director of Human Resources and Quality at BBVA (2001-2003). General Director, Banking in Europe, BBVA (1999-2001). Deputy General Director, Commercial Banking, BBVA (1996-1999). Deputy General Director, International Retail Banking, BBVA (1994-1996).


Law degree from UNED. Diploma in advanced economics and business studies from the Universidad

Complutense de Madrid. Doctorate in business studies from the Universidad Antonio de Nebrija.

Mr. Ortega’s academic background and career described in the preceding paragraphs demonstrate that he has extensive knowledges and experience in the field of financial institutions at a national and international level. Mr. Antonio Ortega Parra has also held directorship and management positions in leading national and international financial institutions, as previously indicated. His suitability for the role was verified by the Appointments and Responsible Management Committee of the board of Bankia applying the requirements established in Royal Decree 84/2015 of 13 February, which implements Law 10/2014 of 26 June on the organisation, supervision and solvency of credit institutions. Bankia has in place a procedure for continuously evaluating the suitability of its directors, which has shown that Mr. Antonio Ortega Parra fulfils the necessary suitability requirements for performing this role. Similarly, based on the information provided, Mr. Antonio Ortega Parra complies with the limit on the maximum number of roles that can be held established in article 26 of Law 10/2014 of

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January 2017

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26 June, and it is deemed that he is able to dedicate sufficient time to perform the duties of this role. Mr. Ortega therefore has the necessary competence, knowledges, experience and merits to continue to perform his duties as director of the Company in accordance with the terms provided by law and the bylaws, and is a person with a history of good professional and business repute, leaving no doubt as to his ability to manage the Company in a sound and prudent manner. He is able to continue exercising good governance in the Company and no factors suggesting a continuing or structural conflict with the interests of the Company or preventing him from devoting sufficient time to his duties have been identified. In conclusion, in the opinion of the Board of Directors and taking into account the favourable report issued by the Appointments and Responsible Management Committee, Mr. Ortega has the specific knowledges, skills and competences and the necessary experience and merits for the purposes of proposing his reelection as a member of the Company’s Board of Directors, in the category of executive director, to the Ordinary General Meeting of Shareholders of Bankia, S.A., for the bylaws mandated term of four years.


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EXECUTIVE DIRECTOR REELECTION REPORT

Mr. Antonio Ortega Parra

In line with the considerations highlighted by the European Central Bank (ECB) in relation to establishing a procedure that ensures the correct renewal of members of the Board of Directors, of particular relevance as the majority of the mandates of the Directors of Bankia, S.A. (“Bankia” or the “Company”) ended on the same date, it was proposed to partially renew the mandates of the members of the Board at the Company’s General Meeting on 15 March 2016. In order to continue this process, it is proposed to hold a second partial renewal of the mandates of the members of the Board. The Appointments and Responsible Management Committee of Bankia, in exercising the powers attributed to it under article 15.7.c) of the Company’s Board of Directors Regulations, for the purposes established in article 529 decies of the Corporations Act and in accordance with the Company’s Director Selection Policy, hereby submits this favourable report to the Board of Directors in relation to the reelection of the director Mr. Antonio Ortega Parra, in the category of “executive director”, for the bylaws mandated term of four years, for submission to the General Shareholders’ Meeting. Therefore, in order to formalise and justify the reelection of Mr. Antonio Ortega Parra as an executive director as proposed by the Company’s Board of Directors, the Appointments and Responsible Management Committee has drawn up this favourable report regarding the reelection of Mr. Ortega as a member of the Company’s Board of Directors, in the category of executive director, which shall be submitted to the Ordinary General Shareholders’ Meeting of the Company. The Committee has therefore analysed the current composition of the Board of Directors, verifying that the Board’s members include directors with the knowledges, skills and experience that, taken as a whole, enable it to correctly perform its duties, which has been taken into consideration when submitting the report to the Board relating to the reelection as a member of the Board to be put to the next Ordinary General Shareholders’ Meeting of the Company. In accordance with Section 6 of article 529 decies of the Corporations Act, the Appointments and Responsible Management Committee has reassessed Mr. Antonio Ortega Parra’s competence, merits and experience with regards to his proposed reelection based on the following information: 1. Mr. Ortega was appointed as a director of the Company, in the category of executive

director, by resolution of the meeting of the Board of Directors on 25 June 2014, following ratification of his role by agreement of the General Shareholders’ Meeting held on 22 April 2015. Since his appointment as a member of the Board of Directors, Mr. Ortega has demonstrated his ability to manage the Company and that he possesses specific


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knowledges, skills and competences, as well as sufficient experience of governance of the credit institution. He also fulfils the banking regulation requirements and has performed his role with the loyalty of a true representative, acting in good faith, in the Company’s best interests and under the principle of personal responsibility with freedom of criteria and independence in relation to instructions and relationships with third parties. The Appointments and Responsible Management Committee considers that Mr. Ortega has dedicated the necessary time to effectively perform his role and that he has sufficient available time to correctly carry out his duties.

2. Mr. Ortega has held various positions of responsibility throughout his career, which demonstrate his ability and merits to manage the Company in a sound and prudent manner.


Member of the Board of Bankia (2014-to present) and General Manager of

People, Resources and Technology. Member of the Board of BFA, Tenedora de Acciones, S.A.U. (2012-to present). Member of the Board of Cecabank, S.A. (2013-to present). Director of the Banking School of the Monterrey Institute of Technology (2012-






Mr. Ortega’s academic background and career described in the preceding paragraphs demonstrate that he has extensive knowledges and experience in the field of financial institutions at a national and international level. Mr. Antonio Ortega Parra has also held directorship and management positions in leading national and international financial institutions, as previously indicated. His suitability for the role was verified by the Appointments and Responsible Management Committee of the board of Bankia applying the requirements established in Royal Decree 84/2015 of 13 February, which implements Law 10/2014 of 26 June on the organisation, supervision and solvency of credit institutions. Bankia has in place a procedure for


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continuously evaluating the suitability of its directors, which has shown that Mr. Antonio Ortega Parra fulfils the necessary suitability requirements for performing this role. Similarly, based on the information provided, Mr. Antonio Ortega Parra complies with the limit on the maximum number of roles that can be held established in article 26 of Law 10/2014 of 26 June, and it is deemed that he is able to dedicate sufficient time to perform the duties of this role. Mr. Ortega therefore has the necessary competence, knowledges, experience and merits to continue to perform his duties as director of the Company in accordance with the terms provided by law and the bylaws, and is a person with a history of good professional and business repute, leaving no doubt as to his ability to manage the Company in a sound and prudent manner. He is able to continue exercising good governance in the Company and no factors suggesting a continuing or structural conflict with the interests of the Company or preventing him from devoting sufficient time to his duties have been identified. In conclusion, in the opinion of the Appointments and Responsible Management Committee, Mr. Ortega has the specific knowledges, skills and competences and the necessary experience and merits for the purposes of issuing this favourable report to the Board to propose his reelection as a member of the Company’s Board of Directors, in the category of executive director, to the Ordinary General Meeting of Shareholders of Bankia, S.A., for the bylaws mandated term of four years.

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CURRICULUM VITAE Mr. Antonio Ortega Parra 1. Academic profile:




Member of the Board of Bankia (2014-to present) and General Manager of People, Resources and Technology.

Member of the Board of BFA, Tenedora de Acciones, S.A.U. (2012-to present). Member of the Board of Cecabank, S.A. (2013-to present). Director of the Banking School of the Monterrey Institute of Technology (2012-



Board of Directors

January 2017

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MR. JORGE COSMEN MENÉNDEZ-CASTAÑEDO REPORT OF THE BOARD OF DIRECTORS OF BANKIA, S.A. FOR THE PURPOSES OF ARTICLE 529 DECIES OF THE SPANISH CORPORATIONS ACT, IN CONNECTION WITH THE RESOLUTION TO REELECT MR. JORGE COSMEN MENÉNDEZ-CASTAÑEDO AS A MEMBER OF THE BOARD OF DIRECTORS, IN THE CATEGORY OF INDEPENDENT DIRECTOR, AND WHICH IS SUBMITTED TO THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 24 MARCH 2017 UNDER POINT 4 OF THE AGENDA. In line with the considerations highlighted by the European Central Bank (ECB) in relation to establishing a procedure that ensures the correct renewal of members of the Board of Directors, of particular relevance as the majority of the mandates of the Directors of Bankia, S.A. (“Bankia” or the “Company”) ended on the same date, it was proposed to partially renew the mandates of the members of the Board at the Company’s General Meeting on 15 March 2016. In order to continue this process, it is proposed to hold a second partial renewal of the positions of the Board of Directors. Section 4 of article 529 decies of the Consolidated Text of the Spanish Corporations Act (Ley de Sociedades de Capital) approved by Legislative Royal Decree 1/2010 of 2 July establishes that the Appointments and Responsible Management Committee is responsible for making proposals to appoint or reelect members of the Board of Directors in the case of independent directors. In turn, Section 5 of Article 529 decies establishes that the Board of Directors must attach a justifying report containing an assessment of the proposed candidate’s competence, experience and merits, to the proposal for reelection of members of the board. Therefore, in order to formalise and justify the proposal to reelect Mr. Jorge Cosmen Menéndez-Castañedo for the bylaws mandated term of four years as an independent director, submitted by the Appointments and Responsible Management Committee, the Board of Directors of Bankia has drawn up this report, which is attached to the proposal to reelect Mr. Cosmen to the Board of Directors of the Company as an independent director, which is submitted to the Ordinary General Shareholders’ Meeting of the Company. In order to make the aforementioned proposal, the Board has reviewed the favourable report issued by the Appointments and Responsible Management Committee in accordance with the provisions of Article 529 decies of the Corporations Act, having carried out an analysis of the current composition of the Board and its requirements, evaluating the conditions that directors must fulfil in performing their duties and the dedication required to correctly undertake their role. The Board of Directors has reassessed Mr. Jorge Cosmen Menéndez-Castañedo’s competence, merits and experience in relation to his reelection, based on the following information: 1. Mr. Cosmen was appointed as a Director of the Company, in the category of independent

director, by resolution of the Board of Directors on 25 May 2012, following ratification of his position by agreement of the General Shareholders’ Meeting held on 29 June 2012. He is also a member of Audit and Compliance Committee and the Remuneration Committee.

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Since he was appointed as a member of the Board, Mr. Cosmen has performed his role with the loyalty of a true representative, acting in good faith, in the Company’s best interests, in accordance with the principle of personal responsibility with freedom of criteria and independence in relation to instructions and relationships with third parties. The Appointments and Responsible Management Committee also considers that Mr. Cosmen has dedicated the necessary time to effectively perform his role and that he has sufficient available time to correctly carry out his duties.

2. Mr. Cosmen has held various positions of responsibility throughout his career, which demonstrate his ability and merits to manage the Company in a sound and prudent manner.


Member of the Board of Bankia (2012-to present). Vice-chairman of National Express Group, Plc. (2008-to present). Chairman of Grupo ALSA (1999-to present). Director of Alsa Internacional (1995-1999). Banco Exterior de España (1994). Tianjin Kang C Foods (1991-1993).


Degree in business administration and management (S.I.U. Paris) MBAI masters from the Instituto de Empresa business school. Executive Education Program graduate from Harvard Business School.

Mr. Cosmen’s academic background and career described in the preceding paragraphs demonstrate that he has extensive knowledges and experience in the field of financial institutions and listed corporations at a national and international level. His suitability for the role was verified by the Appointments and Responsible Management Committee of the board of Bankia, applying the requirements established in Royal Decree 84/2015 of 13 February, which implements Law 10/2014 of 26 June on the organisation, supervision and solvency of credit institutions. Bankia has in place a procedure for continuously evaluating the suitability of its directors, which has shown that Mr. Jorge Cosmen Menéndez-Castañedo fulfils the necessary suitability requirements for performing this role. Similarly, based on the information provided, Mr. Jorge Cosmen Menéndez-Castañedo complies with the limit on the maximum number of roles that can be held established in article 26 of Law 10/2014 of 26 June, and it is deemed that he is able to dedicate sufficient time to perform the duties of this role. Mr. Cosmen therefore has the necessary competence, knowledges, experience and merits to perform his functions as director of the Company in accordance with the terms provided by law and the bylaws, and is a person with a history of good professional and business repute, leaving no doubt as to his ability to manage the Company in a sound and prudent manner. He is able to exercise good governance in the Company and no factors suggesting a continuing or

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January 2017

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structural conflict with the interests of the Company or preventing him from devoting sufficient time to his duties have been identified. In conclusion, in the opinion of the Board of Directors and taking into account the proposal and the favourable report issued by the Appointments and Responsible Management Committee, Mr. Cosmen has the specific knowledges, skills and competences and the necessary experience and merits for the purposes of proposing his reelection to the Company’s Board of Directors, as an independent director, to the Ordinary General Meeting of Shareholders of Bankia, S.A. for the bylaws mandated term of four years.


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REPORT ON THE PROPOSAL TO REELECT AN INDEPENDENT DIRECTOR

Mr. Jorge Cosmen Menéndez-Castañedo

In line with the considerations highlighted by the European Central Bank (ECB) in relation to establishing a procedure that ensures the correct renewal of members of the Board of Directors, of particular relevance as the majority of the mandates of the Directors of Bankia, S.A. (“Bankia” or the “Company”) ended on the same date, it was proposed to partially renew the mandates of the members of the Board at the Company’s General Meeting on 15 March 2016. In order to continue this process, it is proposed to hold a second partial renewal of the positions of the Board of Directors. The Appointments and Responsible Management Committee of Bankia, in exercising the powers attributed to it under article 15.7.b) of the Company’s Board of Directors Regulations, for the purposes established in article 529 decies of the Spanish Corporations Act and in accordance with the Company’s Director Selection Policy, hereby presents this proposal to the Board of Directors to reelect Mr. Jorge Cosmen Menéndez-Castañedo as an “independent director” on the Board, for the bylaws mandated term of four years, for submission to the General Shareholders’ Meeting. Therefore, in order to formalise and justify the proposal made by the Appointments and Responsible Management Committee to reelect Mr. Jorge Cosmen Menéndez-Castañedo as an independent director, this Committee has drawn up this report, proposing the reelection of Mr. Cosmen as a member of the Company’s Board of Directors, as an independent director, and which shall be submitted to the Ordinary General Shareholders’ Meeting of the Company. The Committee has therefore analysed the current composition of the Board of Directors, verifying that the Board’s members include directors with the knowledges, skills and competences, as well as the experience, that taken as a whole enable it to correctly perform its duties, which has been taken into consideration when submitting the proposal and report to the Board relating to the reelection of this member of the Board to be put to the next Ordinary General Shareholders’ Meeting of the Company. In accordance with article 529 decies of the Corporations Act, the Appointments and Responsible Management Committee has reassessed Mr. Jorge Cosmen Menéndez-Castañedo’s competence, merits and experience with regards to his reelection based on the following information: 1. Mr. Cosmen was appointed as a director of the Company, in the category of independent

director, by resolution of the Board of Directors on 25 May 2012, following ratification of his position by agreement of the General Shareholders’ Meeting held on 29 June 2012. He is also a member of Audit and Compliance Committee and the Remuneration Committee. Since he was appointed as a member of the Board, Mr. Cosmen has performed his role with the loyalty of a true representative, acting in good faith, in the Company’s best


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interests, in accordance with the principle of personal responsibility with freedom of criteria and independence in relation to instructions and relationships with third parties. The Appointments and Responsible Management Committee also considers that Mr. Cosmen has dedicated the necessary time to effectively perform his role and that he has sufficient available time to correctly carry out his duties.

2. Mr. Cosmen has held various positions of responsibility throughout his career, which demonstrate his ability and merits to manage the Company in a sound and prudent manner.

3. Professional career: Member of the Board of Bankia (2012-to present). Vice-chairman of National Express Group, Plc. (2008-to present). Chairman of Grupo ALSA (1999-to present). Director of Alsa Internacional (1995-1999). Banco Exterior de España (1994). Tianjin Kang C Foods (1991-1993).

4. Academic profile: Degree in business administration and management (S.I.U. Paris) MBAI masters from the Instituto de Empresa business school. Executive Education Program graduate from Harvard Business School.

Mr. Cosmen’s academic background and career described in the preceding paragraphs demonstrate that he has extensive knowledges at a national and international level. His suitability for the role was verified by the Appointments and Responsible Management Committee of the Board of Bankia, applying the requirements established in Royal Decree 84/2015 of 13 February, which implements Law 10/2014 of 26 June on the organisation, supervision and solvency of credit institutions. Bankia has in place a procedure for continuously evaluating the suitability of its directors, which has shown that Mr. Jorge Cosmen Menéndez-Castañedo fulfils the necessary suitability requirements for performing this role. Similarly, based on the information provided, Mr. Jorge Cosmen Menéndez-Castañedo complies with the limit on the maximum number of roles that can be held established in article 26 of Law 10/2014 of 26 June, and it is deemed that he is able to dedicate sufficient time to perform the duties of this role. Mr. Cosmen therefore has the necessary competence, knowledges, experience and merits to continue to perform his duties as a director of the Company in accordance with the terms provided by law and the regulations, and is a person with a history of good professional and business repute, leaving no doubt as to his ability to manage the Company in a sound and prudent manner. He is able to continue exercising good governance in the Company and no factors suggesting a continuing or structural conflict with the interests of the Company or preventing him from devoting sufficient time to his duties have been identified.


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In conclusion, in the opinion of the Appointments and Responsible Management Committee, Mr. Cosmen has the specific knowledges, skills and competences, and the necessary experience and merits for the purposes of proposing to the Ordinary General Shareholders' Meeting of Bankia, S.A. his reelection to the Company’s Board of Directors as an independent director, for the bylaws mandated term of four years.

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CURRICULUM VITAE Mr Jorge Cosmen Menéndez-Castañedo 1. Academic profile:

Degree in business administration and management (S.I.U. Paris) MBAI masters from the Instituto de Empresa business school. Executive Education Program graduate from Harvard Business School.


Member of the Board of Bankia (2012-to present). Vice-chairman of National Express Group, Plc. (2008-to present). Chairman of Grupo ALSA (1999-to present). Director of Alsa Internacional (1995-1999). Banco Exterior de España (1994). Tianjin Kang C Foods (1991-1993)

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MR. JOSÉ LUIS FEITO HIGUERUELA REPORT OF THE BOARD OF DIRECTORS OF BANKIA, S.A. FOR THE PURPOSES OF ARTICLE 529 DECIES OF THE SPANISH CORPORATIONS ACT, IN CONNECTION WITH THE RESOLUTION TO REELECT MR. JOSÉ LUIS FEITO HIGUERUELA AS A MEMBER OF THE BOARD OF DIRECTORS, IN THE CATEGORY OF INDEPENDENT DIRECTOR, AND WHICH IS SUBMITTED TO THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 24 MARCH 2017 UNDER POINT 4 OF THE AGENDA. In line with the considerations highlighted by the European Central Bank (ECB) in relation to establishing a procedure that ensures the correct renewal of members of the Board of Directors, of particular relevance as the majority of the mandates of the Directors of Bankia, S.A. (“Bankia” or the “Company”) ended on the same date, it was proposed to partially renew the mandates of the members of the Board at the Company’s General Meeting on 15 March 2016. In order to continue this process, it is proposed to hold a second partial renewal of the positions of the Board of Directors. Section 4 of article 529 decies of the Consolidated Text of the Spanish Corporations Act (Ley de Sociedades de Capital) approved by Legislative Royal Decree 1/2010 of 2 July establishes that the Appointments and Responsible Management Committee is responsible for making proposals to appoint or reelect members of the Board of Directors in the case of independent directors. In turn, Section 5 of Article 529 decies establishes that the Board of Directors must attach a justifying report containing an assessment of the proposed candidate’s competence, experience and merits, to the proposal for reelection of members of the Board. Therefore, in order to formalise and justify the proposal to reelect Mr. José Luis Feito Higueruela for the bylaws mandated term of four years as an independent director, submitted by the Appointments and Responsible Management Committee, the Board of Directors of Bankia has drawn up this report, which is attached to the proposal to reelect Mr. Feito to the Board of Directors of the Company as an independent director, which is submitted to the Ordinary General Shareholders’ Meeting of the Company. In order to make the aforementioned proposal, the Board has reviewed the favourable report issued by the Appointments and Responsible Management Committee in accordance with the provisions of Article 529 decies of the Corporations Act, having carried out an analysis of the current composition of the Board and its requirements, evaluating the conditions that directors must fulfil in performing their duties and the dedication required to correctly undertake their role. The Board of Directors has reassessed Mr. José Luis Feito Higueruela’s competence, merits and experience in relation to his reelection, based on the following information: 1. Mr. Feito was appointed as a director of the Company, in the category of independent

director, by resolution of the Board of Directors on 25 May 2012, following ratification of his position by agreement of the General Shareholders’ Meeting held on 29 June 2012. He is also a member of Audit and Compliance Committee.

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Since he was appointed as a member of the Board, Mr. Feito has performed his role with the loyalty of a true representative, acting in good faith, in the Company’s best interests, in accordance with the principle of personal responsibility with freedom of criteria and independence in relation to instructions and relationships with third parties. The Appointments and Responsible Management Committee also considers that Mr. Feito has dedicated the necessary time to effectively perform his role and that he has sufficient available time to correctly carry out his duties.

2. Mr. Feito has held various positions of responsibility throughout his career, which demonstrate his ability and merits to manage the Company in a sound and prudent manner.


Member of the Board of Bankia (2012-to present). Chairman of the Instituto de Estudios Económicos (2000-to present). Chairman of the Economic and Financial Policy Committee of the Confederation

of Employers and Industries of Spain (CEOE) (2000-to present). Member of the Board of Directors of Red Eléctrica Corporación, S.A. (2015–to

present). President of ASETA, the association of Spanish highway, tunnel, bridge and toll

road concession companies (2000-2014). Spanish ambassador to the OECD, Paris (1996–2000). Partner and member of the Board of Directors of A.B. Asesores Bursátiles, S.A.

(Morgan Stanley), Madrid (1986–1996). Bank of Spain, Head of international financial institutions and member of the

Monetary Committee (Brussels) and the Committee of Governors of the Central Banks of the European Union (Basel) (1984–1986).

Technical Adviser and Executive Director of the International Monetary Fund (Washington) (1980–1984).

Head of the Foreign Sector Research Service and Data Processes of the Ministry of Economy and Finance (1978–1980).


Degree in economics and business studies from the Universidad Complutense de

Madrid. Qualified State trade analyst and economist. Ambassador of Spain.

Mr. Feito’s academic background and career described in the preceding paragraphs demonstrate that he has extensive knowledges and experience at a national and international level. His suitability for the role was verified by the Appointments and Responsible Management Committee of the Board of Bankia, applying the requirements established in Royal Decree 84/2015 of 13 February, which implements Law 10/2014 of 26 June on the organisation, supervision and solvency of credit institutions. Bankia has in place a procedure for

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continuously evaluating the suitability of its directors, which has shown that Mr. José Luis Feito Higueruela fulfils the necessary suitability requirements for performing this role. Similarly, based on the information provided, Mr. José Luis Feito Higueruela complies with the limit on the maximum number of roles that can be held established in article 26 of Law 10/2014 of 26 June, and it is deemed that he is able to dedicate sufficient time to perform the duties of this role. Mr. Feito therefore has the necessary competence, knowledges, experience and merits to perform his functions as director of the Company in accordance with the terms provided by law and the bylaws, and is a person with a history of good professional and business repute, leaving no doubt as to his ability to manage the Company in a sound and prudent manner. He is able to exercise good governance in the Company and no factors suggesting a continuing or structural conflict with the interests of the Company or preventing him from devoting sufficient time to his duties have been identified. In conclusion, in the opinion of the Board of Directors and taking into account the proposal and the favourable report issued by the Appointments and Responsible Management Committee, Mr. Feito has the specific knowledges, skills and competences and the necessary experience and merits for the purposes of proposing his reelection to the Company’s Board of Directors, as an independent director, to the Ordinary General Meeting of Shareholders of Bankia, S.A. for the bylaws mandated term of four years.


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Mr. José Luis Feito Higueruela

In line with the considerations highlighted by the European Central Bank (ECB) in relation to establishing a procedure that ensures the correct renewal of members of the Board of Directors, of particular relevance as the majority of the mandates of the Directors of Bankia, S.A. (“Bankia” or the “Company”) ended on the same date, it was proposed to partially renew the mandates of the members of the Board at the Company’s General Meeting on 15 March 2016. In order to continue this process, it is proposed to hold a second partial renewal of the positions of the Board of Directors. The Appointments and Responsible Management Committee of Bankia, in exercising the powers attributed to it under article 15.7.b) of the Company’s Board of Directors Regulations, for the purposes established in article 529 decies of the Spanish Corporations Act and in accordance with the Company’s Director Selection Policy, hereby presents this proposal to the Board of Directors to reelect Mr. José Luis Feito Higueruela as an “independent director” on the Board, for the bylaws mandated term of four years, for submission to the General Shareholders’ Meeting. Therefore, in order to formalise and justify the proposal made by the Appointments and Responsible Management Committee to reelect Mr. José Luis Feito Higueruela as an independent director, this Committee has drawn up this report, proposing the reelection of Mr. Feito as a member of the Company’s Board of Directors, as an independent director, and which shall be submitted to the Ordinary General Shareholders’ Meeting of the Company. The Committee has therefore analysed the current composition of the Board of Directors, verifying that the Board’s members include directors with the specific knowledges, skills and competences, as well as the experience, that taken as a whole enable it to correctly perform its duties, which has been taken into consideration when submitting the proposal and report to the Board relating to the reelection of members of the Board to be put to the next Ordinary General Shareholders’ Meeting of the Company. In accordance with article 529 decies of the Corporations Act, the Appointments and Responsible Management Committee has reassessed Mr. José Luis Feito Higueruela’s competence, merits and experience with regards to his reelection based on the following information: 1. Mr. Feito was appointed as a director of the Company, in the category of independent

director, by resolution of the Board of Directors on 25 May 2012, following ratification of his position by agreement of the General Shareholders’ Meeting held on 29 June 2012. He is also a member of Audit and Compliance Committee. Since he was appointed as a member of the Board, Mr. Feito has performed his role with the loyalty of a true representative, acting in good faith, in the Company’s best interests,


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in accordance with the principle of personal responsibility with freedom of criteria and independence in relation to instructions and relationships with third parties. The Appointments and Responsible Management Committee also considers that Mr. Feito has dedicated the necessary time to effectively perform his role and that he has sufficient available time to correctly carry out his duties.

2. Mr. Feito has held various positions of responsibility throughout his career, which demonstrate his ability and merits to manage the Company in a sound and prudent manner.

3. Professional career: Member of the Board of Bankia (2012-to present). Chairman of the Instituto de Estudios Económicos (2000-to present). Chairman of the Economic and Financial Policy Committee of the Confederation

of Employers and Industries of Spain (CEOE) (2000-to present). Member of the Board of Directors of Red Eléctrica Corporación, S.A. (2015–to


road concession companies (2000-2014). Spanish ambassador to the OECD, Paris (1996–2000). Partner and member of the Board of Directors of A.B. Asesores Bursátiles, S.A.



Technical adviser and executive director of the International Monetary Fund (Washington) (1980–1984).





Mr. Feito’s academic background and career described in the preceding paragraphs demonstrate that he has extensive knowledges at a national and international level. His suitability for the role was verified by the Appointments and Responsible Management Committee of the board of Bankia, applying the requirements established in Royal Decree 84/2015 of 13 February, which implements Law 10/2014 of 26 June on the organisation, supervision and solvency of credit institutions. Bankia has in place a procedure for continuously evaluating the suitability of its directors, which has shown that Mr. José Luis Feito Higueruela fulfils the necessary suitability requirements for performing this role.


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Similarly, based on the information provided, Mr. José Luis Feito Higueruela complies with the limit on the maximum number of roles that can be held established in article 26 of Law 10/2014 of 26 June, and it is deemed that he is able to dedicate sufficient time to perform the duties of this role. Mr. Feito therefore has the appropriate competence, knowledges, experience and merits to continue to perform his duties as director of the Company in accordance with the terms provided by law and the regulations, and is a person with a history of good professional and business repute, leaving no doubt as to his ability to manage the Company in a sound and prudent manner. He is able to continue exercising good governance in the Company and no factors suggesting a continuing or structural conflict with the interests of the Company or preventing him from devoting sufficient time to his duties have been identified. In conclusion, in the opinion of the Appointments and Responsible Management Committee, Mr. Feito has the specific knowledges, skills and competences, and the necessary experience and merits for the purposes of proposing to the Ordinary General Shareholders' Meeting of Bankia, S.A. his reelection to the Company’s Board of Directors as an independent director, for the bylaws mandated term of four years.

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CURRICULUM VITAE Mr José Luis Feito Higueruela 1. Academic profile:




Member of the Board of Bankia (2012-to present). Chairman of the Instituto de Estudios Económicos (2000-to present). Chairman of the Economic and Financial Policy Committee of the Confederation

of Employers and Industries of Spain (CEOE), (2000-to present). Member of the Board of Directors of Red Eléctrica Corporación, S.A. (2015-to


road concession companies (2000-2014). Spanish ambassador to the OECD, Paris (1996–2000). Partner and member of the board of directors of A.B. Asesores Bursátiles, S.A.



Technical adviser and executive director of the International Monetary Fund (Washington) (1980–1984).


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MR. FERNANDO FERNÁNDEZ MÉNDEZ DE ANDÉS

REPORT OF THE BOARD OF DIRECTORS OF BANKIA, S.A. FOR THE PURPOSES OF ARTICLE 529 DECIES OF THE SPANISH CORPORATIONS ACT, IN CONNECTION WITH THE RESOLUTION TO REELECT MR. FERNANDO FERNÁNDEZ MÉNDEZ DE ANDÉS AS A MEMBER OF THE BOARD OF DIRECTORS, IN THE CATEGORY OF INDEPENDENT DIRECTOR, AND WHICH IS SUBMITTED TO THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 24 MARCH 2017 UNDER POINT 4 OF THE AGENDA. In line with the considerations highlighted by the European Central Bank (ECB) in relation to establishing a procedure that ensures the correct renewal of members of the Board of Directors, of particular relevance as the majority of the mandates of the Directors of Bankia, S.A. (“Bankia” or the “Company”) ended on the same date, it was proposed to partially renew the mandates of the members of the Board at the Company’s General Meeting on 15 March 2016. In order to continue this process, it is proposed to hold a second partial renewal of the positions of the Board of Directors. Section 4 of article 529 decies of the Consolidated Text of the Spanish Corporations Act (Ley de Sociedades de Capital) approved by Legislative Royal Decree 1/2010 of 2 July establishes that the Appointments and Responsible Management Committee is responsible for making proposals to appoint or reelect members of the Board of Directors in the case of independent directors. In turn, Section 5 of Article 529 decies establishes that the Board of Directors must attach a justifying report containing an assessment of the proposed candidate’s competence, experience and merits, to the proposal for reelection of members of the Board. Therefore, in order to formalise and justify the proposal to reelect Mr. Fernando Fernández Méndez de Andés for the bylaws mandated term of four years as an independent director, submitted by the Appointments and Responsible Management Committee, the Board of Directors of Bankia has drawn up this report, which is attached to the proposal to reelect Mr. Fernández to the Board of Directors of the Company as an independent director, which is submitted to the Ordinary General Shareholders’ Meeting of the Company. In order to make the aforementioned proposal, the Board has reviewed the favourable report issued by the Appointments and Responsible Management Committee in accordance with the provisions of Article 529 decies of the Corporations Act, having carried out an analysis of the current composition of the Board and its requirements, evaluating the conditions that directors must fulfil in performing their duties and the dedication required to correctly undertake their role. The Board of Directors has reassessed Mr. Fernando Fernández Méndez de Andés’ competence, merits and experience in relation to his reelection, based on the following information: 1. Mr. Fernández was appointed as a director of the Company, in the category of

independent director, by resolution of the Board of Directors on 25 May 2012, following ratification of his position by agreement of the General Shareholders’ Meeting held on 29

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June 2012. He is also a member of the Appointments and Responsible Management Committee, the Remuneration Committee, the Risk Advisory Committee and the Board Risk Committee. Since he was appointed as a member of the Board, Mr. Fernández has performed his role with the loyalty of a true representative, acting in good faith, in the Company’s best interests, in accordance with the principle of personal responsibility with freedom of criteria and independence in relation to instructions and relationships with third parties. The Appointments and Responsible Management Committee also considers that Mr. Fernández has dedicated the necessary time to effectively perform his role and that he has sufficient available time to correctly carry out his duties.

2. Mr. Fernández has held various positions of responsibility throughout his career, which demonstrate his ability and merits to manage the Company in a sound and prudent manner.


Member of the Board of Bankia (2012-to present). Member of the Board of Directors of Red Eléctrica Corporación, S.A. (2012–to

present). Professor of economics and director of the International Financial System Chair at

the IE Business School specialising in macroeconomics, international economics and financial stability (current).

Member of the Board of BFA, Tenedora de Acciones, S.A.U. (2013-2015). Vice-Chancellor of the Universidad Antonio de Nebrija (2005-2009) and of the

European University of Madrid (2002-2004). Chief economist and director of the research service at Banco Central

Hispanoamericano (1997-1999) and Banco Santander (1999-2002). Senior economist at the International Monetary Fund (1991-1996). Director of the European Business Programme (1987-1991). Senior lecturer in the area for principles of economic analysis at the Universidad

Autónoma de Madrid. 4. Academic profile:

Doctorate in economics from the Universidad Autónoma de Madrid.

Mr. Fernández’ academic background and career described in the preceding paragraphs demonstrate that he has extensive knowledges and experience at a national and international level. His suitability for the role was verified by the Appointments and Responsible Management Committee of the board of Bankia, applying the requirements established in Royal Decree 84/2015 of 13 February, which implements Law 10/2014 of 26 June on the organisation, supervision and solvency of credit institutions. Bankia has in place a procedure for continuously evaluating the suitability of its directors, which has shown that Mr. Fernando Fernández Méndez de Andés fulfils the necessary suitability requirements for performing this role.

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Similarly, based on the information provided, Mr. Fernando Fernández Méndez de Andés complies with the limit on the maximum number of roles that can be held established in article 26 of Law 10/2014 of 26 June, and it is deemed that he is able to dedicate sufficient time to perform the duties of this role. Mr. Fernández therefore has the specific knowledges, skills and competences and the appropriate experience and merits to perform his duties as director of the Company in accordance with the terms provided by law and the regulations, and is a person with a history of good professional and business repute, leaving no doubt as to his ability to manage the Company in a sound and prudent manner. He is able to exercise good governance in the Company and no factors suggesting a continuing or structural conflict with the interests of the Company or preventing him from devoting sufficient time to his duties have been identified. In conclusion, in the opinion of the Board of Directors and taking into account the proposal and the favourable report issued by the Appointments and Responsible Management Committee, Mr. Fernández has the specific knowledges, skills and competences and the necessary experience and merits for the purposes of proposing his reelection to the Company’s Board of Directors, as an independent director, to the Ordinary General Meeting of Shareholders of Bankia, S.A. for the bylaws mandated term of four years.


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Mr. Fernando Fernández Méndez de Andés

In line with the considerations highlighted by the European Central Bank (ECB) in relation to establishing a procedure that ensures the correct renewal of members of the Board of Directors, of particular relevance as the majority of the mandates of the Directors of Bankia, S.A. (“Bankia” or the “Company”) ended on the same date, it was proposed to partially renew the mandates of the members of the Board at the Company’s General Meeting on 15 March 2016. In order to continue this process, it is proposed to hold a second partial renewal of the positions of the Board of Directors. The Appointments and Responsible Management Committee of Bankia, in exercising the powers attributed to it under article 15.7.b) of the Company’s Board of Directors Regulations, for the purposes established in article 529 decies of the Spanish Corporations Act and in accordance with the Company’s Director Selection Policy, hereby presents this proposal to the Board of Directors to reelect Mr. Fernando Fernández Méndez de Andés as an “independent director” on the Board, for the bylaws mandated term of four years, for submission to the General Shareholders’ Meeting. Therefore, in order to formalise and justify the proposal made by the Appointments and Responsible Management Committee to reelect Mr. Fernando Fernández Méndez de Andés as an independent director, this Committee has drawn up this report, proposing the reelection of Mr. Fernández as a member of the Company’s Board of Directors, as an independent director, and which shall be submitted to the Ordinary General Shareholders’ Meeting of the Company. The Committee has therefore analysed the current composition of the Board of Directors, verifying that the Board’s members include directors with the specific knowledges, skills and competences, as well as the experience, that taken as a whole enable it to correctly perform its duties, which has been taken into consideration when submitting the proposal and report to the Board relating to the reelection of members of the Board to be put to the next Ordinary General Shareholders’ Meeting of the Company. In accordance with article 529 decies of the Corporations Act, the Appointments and Responsible Management Committee has reassessed Mr. Fernando Fernández Méndez de Andés’ competence, merits and experience with regards to his reelection based on the following information: 1. Mr. Fernández was appointed as a director of the Company, in the category of

independent director, by resolution of the Board of Directors on 25 May 2012, following ratification of his position by agreement of the General Shareholders’ Meeting held on 29 June 2012. He is also a member of the Appointments and Responsible Management Committee, the Remuneration Committee, the Risk Advisory Committee and the Board Risk Committee.


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Since he was appointed as a member of the Board, Mr. Fernández has performed his role with the loyalty of a true representative, acting in good faith, in the Company’s best interests, in accordance with the principle of personal responsibility with freedom of criteria and independence in relation to instructions and relationships with third parties. The Appointments and Responsible Management Committee also considers that Mr. Fernández has dedicated the necessary time to effectively perform his role and that he has sufficient available time to correctly carry out his duties.

2. Mr. Fernández has held various positions of responsibility throughout his career, which demonstrate his ability and merits to manage the Company in a sound and prudent manner.

3. Professional career: Member of the Board of Bankia (2012-to present). Member of the Board of Directors of Red Eléctrica Corporación, S.A. (2012–to

present). Professor of economics and director of the International Financial System Chair

at the IE Business School specialising in macroeconomics, international economics and financial stability (current).

Member of the Board of BFA, Tenedora de Acciones, S.A.U. (2013-2015). Vice-Chancellor of the Universidad Antonio de Nebrija (2005-2009) and of the



Autónoma de Madrid.

4. Academic profile: Doctorate in economics from the Universidad Autónoma de Madrid.

Mr. Fernández’ academic background and career described in the preceding paragraphs demonstrate that he has extensive knowledges at a national and international level. His suitability for the role was verified by the Appointments and Responsible Management Committee of the Board of Bankia, applying the requirements established in Royal Decree 84/2015 of 13 February, which implements Law 10/2014 of 26 June on the organisation, supervision and solvency of credit institutions. Bankia has in place a procedure for continuously evaluating the suitability of its directors, which has shown that Mr. Fernando Fernández Méndez de Andés fulfils the necessary suitability requirements for performing this role. Similarly, based on the information provided, Mr. Fernando Fernández Méndez de Andés complies with the limit on the maximum number of roles that can be held established in article 26 of Law 10/2014 of 26 June, and it is deemed that he is able to dedicate sufficient time to perform the duties of this role.


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Mr. Fernández therefore has the specific knowledges, skills and competences and the appropriate experience and merits to continue to perform his duties as director of the Company in accordance with the terms provided by law and the regulations, and is a person with a history of good professional and business repute, leaving no doubt as to his ability to manage the Company in a sound and prudent manner. He is able to continue exercising good governance in the Company and no factors suggesting a continuing or structural conflict with the interests of the Company or preventing him from devoting sufficient time to his duties have been identified. In conclusion, in the opinion of the Appointments and Responsible Management Committee, Mr. Fernández has the specific knowledges, skills and competences, and the necessary experience and merits for the purposes of proposing to the Ordinary General Shareholders' Meeting of Bankia, S.A. his reelection to the Company’s Board of Directors as an independent director, for the bylaws mandated term of four years.

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CURRICULUM VITAE Mr. Fernando Fernández Méndez de Andés 1. Academic profile:

Doctorate in economics from the Universidad Autónoma de Madrid.


Member of the Board of Bankia (2012-to present). Member of the Board of Directors of Red Eléctrica Corporación, S.A. (2012–to

present). Professor of economics and director of the International Financial System Chair

at the IE Business School, specialising in macroeconomics, international economics and financial stability (current).

Member of the Board of BFA, Tenedora de Acciones, S.A.U. (2013-2015). Vice-chancellor of the Universidad Antonio de Nebrija (2005-2009) and of the



Autónoma de Madrid.

Board of Directors

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MR. ÁLVARO RENGIFO ABBAD REPORT OF THE BOARD OF DIRECTORS OF BANKIA, S.A. FOR THE PURPOSES OF ARTICLE 529 DECIES OF THE SPANISH CORPORATIONS ACT, IN CONNECTION WITH THE RESOLUTION TO REELECT MR. ÁLVARO RENGIFO ABBAD AS A MEMBER OF THE BOARD OF DIRECTORS, IN THE CATEGORY OF INDEPENDENT DIRECTOR, AND WHICH IS SUBMITTED TO THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 24 MARCH 2017 UNDER POINT 4 OF THE AGENDA. In line with the considerations highlighted by the European Central Bank (ECB) in relation to establishing a procedure that ensures the correct renewal of members of the Board of Directors, of particular relevance as the majority of the mandates of the Directors of Bankia, S.A. (“Bankia” or the “Company”) ended on the same date, it was proposed to partially renew the mandates of the members of the Board at the Company’s General Meeting on 15 March 2016. In order to continue this process, it is proposed to hold a second partial renewal of the positions of the Board of Directors. Section 4 of article 529 decies of the Consolidated Text of the Spanish Corporations Act (Ley de Sociedades de Capital) approved by Legislative Royal Decree 1/2010 of 2 July establishes that the Appointments and Responsible Management Committee is responsible for making proposals to appoint or reelect members of the Board of Directors in the case of independent directors. In turn, Section 5 of Article 529 decies establishes that the Board of Directors must attach a justifying report containing an assessment of the proposed candidate’s competence, experience and merits, to the proposal for reelection of members of the board. Therefore, in order to formalise and justify the proposal to reelect Mr. Álvaro Rengifo Abbad for the bylaws mandated term of four years as an independent director, submitted by the Appointments and Responsible Management Committee, the Board of Directors of Bankia has drawn up this report, which is attached to the proposal to reelect Mr. Rengifo to the Board of Directors of the Company as an independent director, which is submitted to the Ordinary General Shareholders’ Meeting of the Company. In order to make the aforementioned proposal, the Board has reviewed the favourable report issued by the Appointments and Responsible Management Committee in accordance with the provisions of Article 529 decies of the Corporations Act, having carried out an analysis of the current composition of the Board and its requirements, evaluating the conditions that directors must fulfil in performing their duties and the dedication required to correctly undertake their role. The Board of Directors has reassessed Mr. Álvaro Rengifo Abbad’s competence, merits and experience in relation to his reelection, based on the following information: 1. Mr. Rengifo was appointed as a director of the Company, in the category of independent

director, by resolution of the Board of Directors on 8 May 2012, following ratification of his position by agreement of the General Shareholders’ Meeting held on 29 June 2012. He is also a member of the Appointments and Responsible Management Committee.

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Since he was appointed as a member of the Board, Mr. Rengifo has performed his role with the loyalty of a true representative, acting in good faith, in the Company’s best interests, in accordance with the principle of personal responsibility with freedom of criteria and independence in relation to instructions and relationships with third parties. The Appointments and Responsible Management Committee also considers that Mr. Rengifo has dedicated the necessary time to effectively perform his role and that he has sufficient available time to correctly carry out his duties.

2. Mr. Rengifo has held various positions of responsibility throughout his career, which demonstrate his ability and merits to manage the Company in a sound and prudent manner.


Member of the Board of Bankia (2012-to present). Chairman of the Bombardier Group in Spain (2010-to present). General International Sales Manager of Grupo Isolux Corsán (2005-2010). International General Manager of the Leche Pascual Group (2002-2005). Executive Director of the Board of Directors of the Inter-American Development

Bank (1999-2002). Director General of Commercial Policy and Foreign Investments, Ministry of

Economy and Finance (1996-1999). Member of the Board of Banco Exterior de España (1996-1998). Member of the Board of Instituto de Crédito Oficial (1998-1999). Member of the Board of CESCE (1995-1996). Assistant Director General of Financial Export Development (1995-1996). Assistant Director General of Commercial Policy with Latin America and ACP

Countries (1994-1995). President of the Association of State Trade Analysts and Economists (1994-1996). Chief economic and trade adviser in the Spanish trade commission in Morocco,

Rabat (1992-1994). Chief economic and trade adviser in the Spanish trade commission in the Ivory

Coast, Abidjan (1988-1992). 4. Academic profile:

Degree in economics and business from the Colegio Universitario de Estudios

Financieros (CUNEF). Masters in social change and development (Fulbright scholarship), Johns Hopkins

University (Washington, D.C.). Qualified state trade analyst and economist.

Mr. Rengifo’s academic background and career described in the preceding paragraphs demonstrate that he has extensive knowledges and experience at a national and international level. His suitability for the role was verified by the Appointments and Responsible Management Committee of the board of Bankia, applying the requirements established in Royal Decree

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84/2015 of 13 February, which implements Law 10/2014 of 26 June on the organisation, supervision and solvency of credit institutions. Bankia has in place a procedure for continuously evaluating the suitability of its directors, which has shown that Mr. Álvaro Rengifo Abbad fulfils the necessary suitability requirements for performing this role. Similarly, based on the information provided, Mr. Álvaro Rengifo Abbad complies with the limit on the maximum number of roles that can be held established in article 26 of Law 10/2014 of 26 June, and it is deemed that he is able to dedicate sufficient time to perform the duties of this role. Mr. Rengifo therefore has the specific knowledges, skills and competences and the appropriate experience and merits to perform his duties as director of the Company in accordance with the terms provided by law and the regulations, and is a person with a history of good professional and business repute, leaving no doubt as to his ability to manage the Company in a sound and prudent manner. He is able to exercise good governance in the Company and no factors suggesting a continuing or structural conflict with the interests of the Company or preventing him from devoting sufficient time to his duties have been identified. In conclusion, in the opinion of the Board of Directors and taking into account the proposal and the favourable report issued by the Appointments and Responsible Management Committee, Mr. Rengifo has the specific knowledges, skills and competences and the necessary experience and merits for the purposes of proposing his reelection to the Company’s Board of Directors, as an independent director, to the Ordinary General Meeting of Shareholders of Bankia, S.A. for the bylaws mandated term of four years.


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BANKIA

APPOINTMENTS AND RESPONSIBLE MANAGEMENT COMMITTEE


Mr. Álvaro Rengifo Abbad In line with the considerations highlighted by the European Central Bank (ECB) in relation to establishing a procedure that ensures the correct renewal of members of the Board of Directors, of particular relevance as the majority of the mandates of the Directors of Bankia, S.A. (“Bankia” or the “Company”) ended on the same date, it was proposed to partially renew the mandates of the members of the Board at the Company’s General Meeting on 15 March 2016. In order to continue this process, it is proposed to hold a second partial renewal of the positions of the Board of Directors. The Appointments and Responsible Management Committee of Bankia, in exercising the powers attributed to it under article 15.7.b) of the Company’s Board of Directors Regulations, for the purposes established in article 529 decies of the Spanish Corporations Act and in accordance with the Company’s Director Selection Policy, hereby presents this proposal to the Board of Directors to reelect Mr. Álvaro Rengifo Abbad as an “independent director” on the Board, for the bylaws mandated term of four years, for submission to the General Shareholders’ Meeting. Therefore, in order to formalise and justify the proposal made by the Appointments and Responsible Management Committee to reelect Mr. Álvaro Rengifo Abbad as an independent director, this Committee has drawn up this report, proposing the reelection of Mr. Rengifo as a member of the Company’s Board of Directors, as an independent director, and which shall be submitted to the Ordinary General Shareholders’ Meeting of the Company. The Committee has therefore analysed the current composition of the Board of Directors, verifying that the Board’s members include directors with the knowledges, competence and experience that, taken as a whole, enable it to correctly perform its duties, which has been taken into consideration when submitting the proposal and report to the Board relating to the reelection of members of the Board to be put to the next Ordinary General Shareholders’ Meeting of the Company. In accordance with article 529 decies of the Corporations Act, the Appointments and Responsible Management Committee has reassessed Mr. Álvaro Rengifo Abbad’s competence, merits and experience with regards to his reelection based on the following information: 1. Mr. Rengifo was appointed as a director of the Company, in the category of independent

director, by resolution of the Board of Directors on 25 May 2012, following ratification of his position by agreement of the General Shareholders’ Meeting held on 29 June 2012. He is also a member of Audit and Compliance Committee. Since he was appointed as a member of the Board, Mr. Rengifo has performed his role with the loyalty of a true representative, acting in good faith, in the Company’s best interests, in accordance with the principle of personal responsibility with freedom of


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criteria and independence in relation to instructions and relationships with third parties. The Appointments and Responsible Management Committee also considers that Mr. Rengifo has dedicated the necessary time to effectively perform his role and that he has sufficient available time to correctly carry out his duties.

2. Mr. Rengifo has held various positions of responsibility throughout his career, which demonstrate his ability and merits to manage the Company in a sound and prudent manner.

3. Professional career: Member of the Board of Bankia (2012-to present). Chairman of the Bombardier Group in Spain (2010-to present). General International Sales Manager of Grupo Isolux Corsán (2005-2010). International General Manager of the Leche Pascual Group (2002-2005). Executive Director of the Board of Directors of the Inter-American Development





Coast, Abidjan (1988-1992). 4. Academic profile:




Mr. Rengifo’s academic background and career described in the preceding paragraphs demonstrate that he has extensive knowledges at a national and international level. His suitability for the role was verified by the Appointments and Responsible Management Committee of the board of Bankia, applying the requirements established in Royal Decree 84/2015 of 13 February, which implements Law 10/2014 of 26 June on the organisation, supervision and solvency of credit institutions. Bankia has in place a procedure for continuously evaluating the suitability of its directors, which has shown that Mr. Álvaro Rengifo Abbad fulfils the necessary suitability requirements for performing this role.


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Similarly, based on the information provided, Mr. Álvaro Rengifo Abbad complies with the limit on the maximum number of roles that can be held established in article 26 of Law 10/2014 of 26 June, and it is deemed that he is able to dedicate sufficient time to perform the duties of this role. Mr. Rengifo therefore has the specific knowledges, skills and competences and the appropriate experience and merits to continue to perform his duties as a director of the Company in accordance with the terms provided by law and the regulations, and is a person with a history of good professional and business repute, leaving no doubt as to his ability to manage the Company in a sound and prudent manner. He is able to continue exercising good governance in the Company and no factors suggesting a continuing or structural conflict with the interests of the Company or preventing him from devoting sufficient time to his duties have been identified. In conclusion, in the opinion of the Appointments and Responsible Management Committee, Mr. Rengifo has the specific knowledges, skills and competences, and the necessary experience and merits for the purposes of proposing to the Ordinary General Shareholders' Meeting of Bankia, S.A. his reelection to the Company’s Board of Directors as an independent director, for the bylaws mandated term of four years.

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CURRICULUM VITAE Mr Álvaro Rengifo Abbad 1. Academic profile:





Member of the Board of Bankia (2012-to present). Chairman of the Bombardier Group in Spain (2010-to present). General International Sales Manager of Grupo Isolux Corsán (2005-2010). International General Manager of the Leche Pascual Group (2002-2005). Executive Director of the Board of Directors of the Inter-American Development





Coast, Abidjan (1988-1992).

mr. josÉ ignacio goirigolzarri tellaeche … · decies of the spanish corporations act, ......

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