presentation of results - caixabank€¦ · presentation of results january ‐ ... caixa” group....

Presentación resultados Enero-Junio 2008

PRESENTATION OF RESULTS January‐December 2008

Presentation of Results January‐December 2008

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CONTENTS

LETTER FROM THE CHAIRMAN 3

2H08 HIGHLIGHTS 8

INVESTMENT PORTFOLIO AS OF 31 DECEMBER 2008 16

LISTED PORTFOLIO ....................................................................................................... 17

INVESTMENTS/(DIVESTMENTS) MADE IN 4Q08 .................................................................. 18

NON‐LISTED PORTFOLIO ................................................................................................ 32

INVESTMENT PORTFOLIO AS OF DECEMBER 31, 2008 40

CRITERIA CAIXACORP NON‐CONSOLIDATED FINANCIAL STATEMENTS 41

NON‐CONSOLIDATED BALANCE SHEET SUMMARY................................................................. 41

NON‐CONSOLIDATED INCOME STATEMENT SUMMARY .......................................................... 44

CRITERIA CAIXACORP CONSOLIDATED FINANCIAL STATEMENTS 47

CONSOLIDATED BALANCE SHEET SUMMARY ........................................................................ 48

CONSOLIDATED INCOME STATEMENT SUMMARY ................................................................. 51

SIGNIFICANT EVENTS AND OTHER FILINGS SENT TO THE CNMV 54

The financial information contained in this document is unaudited and, accordingly, is subject to change. Figures in millions are expressed either as “€ million” or “€ M”

Some of the figures presented in this document have been rounded. As a result, the amounts shown as totals herein may vary slightly from the arithmetic sum of the preceding amounts.


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Letter from the Chairman

Dear Shareholders,

Events at the heart of the global financial system created heightened uncertainty in financial markets throughout 2008. As liquidity has disappeared in most credit markets, equity market values have fallen sharply, particularly in the wake of Lehman Brothers' bankruptcy in September (IBEX35 ‐39.4%, DJ EUROSTOXX50 ‐44.4% and S&P500 ‐38.5%).

The large losses in the global financial system, which now exceed one trillion dollars, have directly impacted the balance sheets of financial institutions. US investment banks have all but disappeared: some have been absorbed by other institutions, while other have been forced to become deposit banks. Lehman Brothers had the worst luck and had to declare bankruptcy. Large European financial institutions have not been immune to losses. Given systemic banking risk, public authorities have announced ambitious bailout plans for the banking system. These range from public guarantees for bank assets and liabilities to governments injecting capital which, in extreme cases, has led to some institutions being nationalized.

As a result of widespread restrictions on liquidity, developed and emerging economies are in the middle of a sharp economic downturn. In fact, leading global institutions are already expecting a recession in all developed economies in 2009. Consequently, public authorities are rushing to announce economic stimulus packages that include measures for increasing government spending and cutting taxes. In conjunction with falling global economic growth expectations, commodities prices, especially the price for a barrel of oil, have drastically fallen from historic highs reached during the first half of the year.

Risks of falling economic growth and inflation have allowed many central banks to cut or begin cutting benchmark interest rates to historic lows. The US Federal Reserve, in addition to cutting the official rate to 0‐0.25%, has begun the process for a quantitative expansion in order to increase the money supply in circulation. The European Central Bank set the benchmark reference rate at 2.00% at the beginning of 2009 and hinted that there might be further cuts.

In 2009, we must be aware of the challenges we face in the current economic and financial environment. We must, however, also trust that the actions, unprecedented both for their scope and swift implementation, taken by financial authorities (bank bailouts, economic stimulus packages, and monetary policy easing) will bring about economic recovery.


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IMPLEMENTING THE STRATEGY

Since Criteria CaixaCorp’s IPO, it has aimed to create long‐term value for shareholders by actively managing an investment portfolio and to lead the international expansion of “la Caixa” Group. At December 2008, the financial sector portfolio accounted for 26% of the gross asset value (GAV) of the company, i.e. 9 percentage points higher than at the IPO.

Criteria CaixaCorp maintains its strategic goal of increasing the weight of investments in the financial services sector to 40‐60% in the medium/long term, without excluding particularly interesting investments in the services sector.

Active management of the portfolio

Increased weight of investments in the financial services sector

Acquisition of 20% of the Mexican Grupo Financiero Inbursa

After securing all requisite authorizations, on October 8, 2008 Criteria CaixaCorp finalized the acquisition of a 20% stake in Grupo Financiero Inbursa (GFI). The acquisition, announced on May 26, has placed GFI as “la Caixa”’s vehicle for expanding the retail banking business throughout the American continent. The acquisition of the 20% stake in GFI was instrumented through the subscription of a share capital increase and a takeover bid aimed at GFI shareholders. The acquisition price was 38.5 Mexican pesos per share, bringing the total investment to 25,668 million Mexican pesos (approximately €1,608 million, including costs incurred that are directly attributable to the acquisition). At the operating level, Criteria’s first step was to define a business plan for developing the retail banking division in GFI. The main aim of the plan is to increase the product offer for retail clients by rolling out a new specific branch network in certain locations within the country.

Acquisition of 4.9% of the Austrian bank Erste Group Bank

Following the international expansion strategy to increase the financial sector in the portfolio, in 2008 Criteria acquired 4.9% the Erste Group Bank for 628 million euros. This company is one of the main Austrian banks in total assets, focusing on retail banking and small and medium sized companies. In addition, it is in a leading position in the area of Central and Eastern Europe where it operates in eight countries (Austria, the Czech Republic, Slovakia, Romania, Hungary, Croatia, Serbia and Ukraine), an area the Criteria CaixaCorp Group considers strategic.

The possibility to establish ourselves as partners of reference with Erste Bank fits in with our strategy and our management model.


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Higher stakes in Banco BPI and The Bank of East Asia

During 2008, Criteria CaixaCorp increased its stake in Banco BPI, with the purpose of assisting the Bank and carrying out its strategy to increase the weight of investments in the financial services sector in the portfolio. Criteria CaixaCorp subscribed to the share capital incease in BPI in June 2008 and also acquired market shares. With these transactions, the stake acquired is 4.36%, totalling €188M. At December 31, 2008, Criteria CaixaCorp’s stake in Banco BPI was 29.38%. Criteria CaixaCorp also increased its stake in The Bank of East Asia with a €68M investment, reaching 9.86% of its capital at December 31, 2008.

Reorganization of the stake in Telefónica

During 2008, Criteria CaixaCorp concluded its strategy for reorganizing its stake in Telefónica, bringing the company's direct stake to 5.01% at December 31, 2008. Also in 2008, Criteria canceled all Equity Swap contracts in the Telefónica investment portfolio. At December 31, 2008, the total stake in Telefónica's share capital was 5.01%.

Backing for the deal between Gas Natural and Unión Fenosa

At its July 30 meeting, the Board of Directors agreed to back Gas Natural’s acquisition of a 45.3% stake in Unión Fenosa and its subsequent bid for the remaining share capital. Criteria CaixaCorp together with Repsol (other Gas Natural’s main shareholder) will contribute up to €3,500 million to Gas Natural equity in order for it to obtain S&P and Moody’s consolidated ratings of at least BBB and Baa2, respectively, immediately after settlement of the takeover bid. This represents a contribution by Criteria CaixaCorp of €1,903 million. The actual contribution cannot be determined beforehand given that it is subject to the percentage of Unión Fenosa shareholders that accept Gas Natural’s takeover bid and the percentage subscription to Gas Natural’s future share capital increase.

Criteria CaixaCorp buys Hisusa shares in Gas Natural

In the last quarter of 2008, the Suez Environment Group and Criteria CaixaCorp acquired 5.03% of the share capital in Gas Natural, belonging to HISUSA, Holding de Infraestructuras y Servicios Urbanos, S.A. (in which both groups have a stake). The distribution of acquired Gas Natural shares mirrored Suez Environment and Criteria CaixaCorp's stake in HISUSA, i.e. 51% for the Suez Environment Group and 49% for Criteria CaixaCorp. This reorganization of the investment portfolio corresponds to both groups’ interest to have a direct stake in Gas Natural’s share capital. With this, Criteria CaixaCorp is increasing its direct share in Gas Natural by 2.46%, without varying Criteria Group's total stake in the company.


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Dividend policy and acquisition of treasury shares

Last December 2, Criteria CaixaCorp paid a second gross dividend of €0.10/share for 2008, which was approved by the Board of Directors on November 6. This is in addition to the company's first dividend of €0.05/share distributed on July 2. In addition, the Board of Directors will submit a proposal to the shareholders at the AGM to pay a final dividend against 2008 results of €0.06/share. The total dividend for 2008 was 0.21€/share. This implies an aggregate annual dividend yield of around 4% for shareholders who participated in the IPO and 7.5% on the closing share price for 2008. We believe this yield could be very attractive to our shareholders.

Criteria CaixaCorp’s prevailing dividend policy envisages paying out the bulk – around 90% ‐ of individual net profit, excluding extraordinary gains (such as gains from disposals).

In view of the current circumstances and the significant adjustment to the price of Criteria CaixaCorp shares, the Board of Directors, exercising the authorization granted at Criteria’s last Annual General Meeting, began acquiring treasury shares during the following 12 months up to a maximum of 44.25 million shares, representing approximately 1.32% of the Company’s share capital.

KEY FINANCIAL DATA

Criteria CaixaCorp’s non‐consolidated recurring net profit through December 31, 2008 stood at €803 million, up 30% compared to the prior year. Recurring dividends totalled €916 million, up 53%, and, on a like‐for‐like basis, up 20% compared to the same period of 2007.

Net non‐recurring income for 2008 correspond to €127 million from pending deductions for reinvestment and €89 million from non‐recurring dividends distributed by one of the Group’s companies. This non‐recurring income offset Criteria CaixaCorp’s non‐recurring costs at the end of the year and which corresponds to the decline in some non‐strategic stakes and other positions to deal with specific risks. As a result, 2008 non‐recurring net income has been nil. In the same period of 2007 net extraordinary profit amounted to €1,783 million, arising mainly from transactions carried out prior to Criteria CaixaCorp’s IPO.

Consolidated recurring net profit for 2008 was €1,117 million, down 5% from 2007. The decline in profit is largely due to financial expenses arising from the investment plan carried out during the year. The dividends paid by investees have significantly increased (up 40% over 2007), while earnings from associates and jointly‐controlled entities and subsidiaries were relatively stable, with a 3% increase and 6% decrease, respectively. Regarding the non‐recurring net profit, it bears noting that the income from deductions for reinvestment has been offset by the decline in stakes mentioned above. Moreover, Criteria registered €57MM due to net provisions for potential losses. In the same period of 2007, consolidated non‐recurring profit included €546 million from the sale of stakes in Suez, Caprabo, OHM Group and Atlantia for €220 million, €81 million, €45 million and €30 million, respectively, as well as from €104 million of deductions for reinvestment and the sale of certain real estate assets.


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OTHER RELEVANT EVENTS

The following events occurring from the second half of 2008 to the present are also noteworthy:

• On September 19 Criteria CaixaCorp became part of the FTSE Eurofirst 300 stock market index, which tracks the performance of the 300 highest‐capitalized European companies.

• On September 22 the Company also joined the Dow Jones Sustainability Index, evidencing the Company’s commitment to sustainability and its corporate reputation, both in its activities and its investments.

• On January 15, 2009, the Company joined the BCN Top Euro, the basket of securities put together by the Barcelona Stock Exchange each year that includes IBEX35 securities and belongs to EUROSTOXX 50 and FTSEurofirst 300.

Criteria currently belongs to the following indices: the Ibex 35, the MSCI Europe (Morgan Stanley Capital International), the MSCI Pan Euro, the DJ Stoxx 600, the FTSEurofirst 300, the Dow Jones Sustainability Index, the Spain Titans 30 Index, and the BCN Top Euro.

All of the above is discussed in greater detail in this quarterly report.

Yours sincerely,

Ricardo Fornesa Ribó Chairman of Criteria CaixaCorp


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2H08 highlights

In order to increase shareholder remuneration, on November 6, 2008, the Board of Directors agreed to pay a second dividend of €0.10/share against 2008 earning on December 2.

In addition, the Board of Directors will submit a proposal on February 26, 2009 to the Shareholders at the AGM to pay a final dividend against 2008 earnings of €0.06/share. The total dividend for 2008 was 0.21€/share. The shareholder remuneration paid against 2008 earnings was negatively affected by the loss of value of some investees.

After securing all requisite authorizations, on October 8, 2008 Criteria CaixaCorp finalized the acquisition of a 20% stake in Grupo Financiero Inbursa (GFI). The acquisition, announced on May 26, has placed GFI as “la Caixa”’s vehicle for expanding the retail banking business throughout the American continent.

On October 1, 2008, the consortium formed by

Abertis (50.0%), Citi Infrastructures Partners (41.7%) and Criteria CaixaCorp (8.3%), decided not to extend the term of its bid filed on May 16 for management of the Pennsylvania Turnpike (USA). The consortium’s decision was based on the State of Pennsylvania’s failure to introduce the necessary legislative changes before September 30. The consortium headed by Abertis was chosen as the “preferred bidder” in the tenders process to award the 75‐year management contract for the 801km Pennsylvania Turnpike.

On September 22, 2008 Criteria CaixaCorp joined

the Dow Jones Sustainability Index, evidencing the Company’s commitment to sustainability and its corporate reputation, both in its activities and its investments. On September 19, Criteria CaixaCorp joined the FTSE Eurofirst 3000. On January 15, 2009, it joined the BCN Top Euro, the basket of securities put together each year by the Barcelona Stock Exchange

At its July 30 meeting, the Board of Directors agreed to back Gas Natural’s acquisition of a 45.3% stake in Unión Fenosa and its subsequent bid for the remaining share capital. Criteria CaixaCorp together with Repsol (other Gas Natural’s main shareholder) will contribute up to €3,500 million to Gas Natural equity in order for it to obtain S&P and Moody’s consolidated ratings of at least BBB and Baa2 immediately after settlement of the takeover bid. This represents a

contribution for Criteria CaixaCorp of €1,903 million.

On July 22 Criteria CaixaCorp announced its 12‐month period to buy back up to 44.25 million treasury shares, representing 1.32% of the Company’s share capital. It will help the Company comply with its shareholder remuneration policy. At December 31, 2008, the Company held treasury shares amounting to 0.19% of share capital.

During 2008, the following investments were made:

o Acquisition of 1.96% stake in Gas Natural for

€288M. On October 28, Hisusa sold its 5.03% stake of Gas Natural share capital to its partners, proportional to their stake (Suez Environnement 51% and Criteria CaixaCorp 49%). This reorganisation of Criteria’s portfolio means an increase in its direct participation in Gas Natural by 2.46%. The total stake was not affected by this transaction.

o A 4.36% stake increase in BPI for €188M.

o A 9.86% stake increase in The Bank of East

Asia for €68M.

o The acquisition of 4.9% of the Austrian bank Erste Group Bank for 628 million euros. This company is one of the main Austrian banks in total assets, focusing on retail banking and small and medium sized companies, and with a leading position in eight countries of Central and Eastern Europe.

o Reorganization of the stake in Telefónica, reaching a direct stake of 5.01% in 2008. During this process, all Equity Swaps in the Telefónica portfolio have been canceled. With these transactions, the stake at December 31, 2008 was 5.01%.

o On June 25 Criteria CaixaCorp finalized the acquisition from “la Caixa” of Morgan Stanley Wealth Management, S.V., S.A.’s mutual and pension fund management businesses, which “la Caixa” had previously acquired. The final price of both businesses totalled €111 million. During the last quarter of the year, for corporate reasons, these companies were merged with their respective holding


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companies, Invercaixa Gestión, SGIIC, S.A. and VidaCaixa, S.A. de Seguros y Reaseguros.

o In March 2008, the Company acquired a 3.01% stake in Abertis from Caixa Catalunya, bringing the total economic participation in that company to 25.04%.

o In January 2008 the public takeover bid for Sociedad General de Aguas de Barcelona was settled (total economic participation: 44.10%)

At December 31, 2008, the net asset value (NAV) of Criteria CaixaCorp totalled €14,252 million. NAV per share dropped from €7.41/share at December 31, 2007 to €4.24/share at December 31, 2008.

Recurring dividends paid by Criteria CaixaCorp at December 31, 2008 totalled €916 million, up 53% on the same period of 2007 (20% higher on a like‐for‐like basis).


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KEY INVESTOR DATA

SHARE PERFORMANCE

The following are indicators of the performance of Criteria CaixaCorp shares in 2008:

Key indicators

Market cap at the end of the period €9,349 M

Maximum price (02/01/08)1 €5.20

Minimum price (28/10/08) 1 €2.19

Share price at December 31, 2008 1 €2.78

Maximum daily trading volume (in shares) (20/05/2008) 59,609,822

Minimum daily trading volume (in shares) (09/04/2008) 860,410

Average daily trading volume (in shares) 5,415,840

Note: 1 Trading session closing price

Trading volume (no. of shares)

30/12/20080

10,000,000

20,000,000

30,000,000

40,000,000

50,000,000

60,000,000

02/01/2008 12/03/2008 26/05/2008 04/08/2008 13/10/2008

We analyzed the share price performance during 2008 from two standpoints: firstly, the share price has been compared to the main benchmark indexes and, secondly, the implicit trading discount has been analyzed in comparison with the real value of shares.


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Criteria CaixaCorp’s share price vs. main benchmark indexes

4031/12/2007 29/02/2008 29/04/2008 28/06/2008 27/08/2008 26/10/2008 25/12/2008

50

60

70

80

90

100

110

‐46.2%

‐39.4%

‐44.4%

31/12/2008

At the end of the period from January to December 2008, the share price was down 46.2%, closing the period at €2.78/share.

This performance is in line with general trends in European markets where, for example, the Ibex35 and Eurostoxx50 lost 39.4% and 44.4%, respectively.

Trading discount

€/share

31/12/07‐30.3%

31/03/08‐35.7%

30/06/08‐39.6%

30/09/08‐36.6%

Share price

Discount

NAV per share

31/12/2008

‐42.8%

‐46.2%

31/12/08‐34.4%

2.0

3.0

4.0

5.0

6.0

7.0

8.0

31/12/2007 02/03/2008 02/05/2008 02/07/2008 02/09/2008 02/11/2008

The discount is defined as the difference between Criteria CaixaCorp’s net asset value and the Company’s capitalisation at closing prices. We can see that during 2008, the discount climbed from 30.3% at the beginning of the year to 34.4% at the end of the year, although with great volatility. This indicates the market value of the assets is higher than the overall share price which could suggest that the stock has upside as the difference between both variables narrows.


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This upside potential is reflected in financial analysts’ opinions on Criteria CaixaCorp, the majority of which have issued "buy" recommendations.

The following chart depicts the target share price and the recommendations issued by financial analysts for Criteria CaixaCorp:

Target prices and analyst recommendations

Average price: € 4.09/share

BUY

10

HOLD

4

SELL4

18/02/2009

10/02/2009

03/02/2009

02/02/2009

28/01/2009

15/01/2009

09/01/2009

07/01/2009

28/11/2008

27/11/2008

24/11/2008

04/11/2008

23/10/2008

21/08/2008

11/02/2008

30/11/2007

30/11/2007

22/11/20075.80 €

5.80 €

6.70 €

4.80 €

4.46 €

3.93 €

3.31 €

3.00 €

3.73 €

3.30 €

2.79 €

4.00 €

4.00 €

2.88 €

3.99 €

4.30 €

2.80 €

4.00 €

0 1 2 3 4 5 6 7 8

JP Morgan

Inverseguros

Bankinter

Société Générale

Morgan Stanley

Ibersecurities

Goldman Sachs

Cheuvreux

Ahorro Corporación

M&B Capital Advisers

Venture Finanzas

Santander

Banesto

Citigroup

Caja Madrid

Interdin

BBVA

UBS


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NET ASSET VALUE

Quarterly Net Asset Value of Criteria CaixaCorp in 2008:

€ million 31/12/2007 31/03/08 30/06/08 30/09/2008 31/12/2008

GAV (gross asset value) 1 26,193 24,642 25,925 22,193 18,196

Pro forma net debt 2 (1,264) (1,893) (4,696) (4,313) (3,944)

NAV (net asset value) 24,929 22,749 21,229 17,880 14,252

Net debt / GAV 4.8% 7.7% 18.1% 19.4% 21.7%

Millions of shares 3,363 3,363 3,363 3,363 3,363

NAV/share (€) 7.41 6.76 6.31 5.32 4.24

Note:

(1) Listed investees were valued using the number of shares and the closing price at the date considered. For investments in unlisted companies, the updated December 31, 2007 values were used until September 30,2008. These values were updated on December 31, 2008 except for Grupo Port Aventura. For quarterly reports, except for December 31, 2008, transactions not yet carried out were valued at the most probable price.

(2) Pro‐forma figures are based on the aggregated net debt/cash position reflected in the individual financial statements of Criteria CaixaCorp and the holding companies, as well as on transactions in progress. The figures do not reflect the share capital increase in Gas Natural for the acquisition of Unión Fenosa.

The following illustration details the trend in Criteria CaixaCorp’s Net Asset Value in 2008, taking into consideration acquisitions and the change in portfolio value during the period.

NAV of Criteria CaixaCorp

26,193

(1,264)

€24,929MM

31/12/2007

25.925GAV

Net Debt

NAV

(€Million)

22,193

(4,313)

30/09/2008

4,018 (7,446)

€17,880MM

Change in value

(242)

ELS Telefónica

(330)

Pennsylvania Turnpike

185 (484)

ELS Telefónica

(3,699)

18,196

(3,944)

31/12/2008

€14,252MM

Change in Value

NetInvestments

Net Investments

3,446

(298)


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Net debt for 2008:

Criteria CaixaCorp Pro‐Forma Net Debt

Dividendspaid

148

Net debt31/12/2007

(€Million)

Net debt30 /09/2008

(336) 407298

18.406

(236) 485

Net debt31/12/2008

(1,264)

(3,446)

(4,313)(3,944)

Dividendsreceived

Net Investment

Other Dividendspaid

Dividendsreceived

NetInvestment

The reconciliation at December 31, 2008 of Criteria CaixaCorp’s debt with credit entities and the Group’s pro‐forma net debt position is as follows:

(5,208)

522

(1.264) (1.893)Criteria CaixaCorp Payableto credit entities1

31/12/2008

Debtors net

€ Million

(3,944)

742

Holding companiesnet debt

Criteria CaixaCorp Group Pro‐forma net

debt position

31/12/2008

Reconciliation of debt with credit entities and the Group’s proforma net debt


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The following table shows GAV performance in 2008.

GAV

€ million Market value

31/12/07 Investments/divestments

Change in value

Market value

30/09/08 Investments/divestments

Change in value

Market value

31/12/08

Treasury shares ‐ 2 ‐ 2 17 (1) 18

Gas Natural 6,366 251 (2,280) 4,337 37 (1,135) 3,239

Repsol‐YPF 3,770 3 (538) 3,235 ‐ (898) 2,337

Abertis 2,972 516 (1,168) 2,320 ‐ (205) 2,115

Agbar 1,140 680 (880) 940 ‐ 24 964

Telefónica 2 5,540 24 (1,190) 4,374 (422) (216) 3,736

BME 138 37 (99) 76 ‐ 1 77

Banco BPI 1,019 161 (645) 535 27 (99) 463

Boursorama 143 3 (42) 104 ‐ (20) 84

The Bank of East Asia

683 68 (395) 356 ‐ (108) 248

BCP 109 (9) (57) 43 ‐ (13) 30

GF Inbursa ‐ ‐ ‐ ‐ 1,608 (487) 1,121

Erste Group Bank ‐ 628 (93) 535 ‐ (283) 252

Other listed stakes

38 ‐ (15) 23 ‐ (13) 10

Total listed 21,918 2,364 (7,402) 16,880 1,267 (3,453) 14,694

Total non‐listed 3,595 1613 (44) 3,712 363 (246)4 3,502

Other investment commitments

Agbar1 680 (680) ‐ ‐ ‐ ‐ ‐

GF Inbursa ‐ 1,601 ‐ 1,601 (1,601) ‐ ‐

TOTAL GAV 26,193 3,446 (7,446) 22,193 (298) (3,699) 18,196

Note: Taking into account investments made by both Criteria Caixa Corp and the Group’s holding companies. (1) Criteria CaixaCorp Group completed the €680 million public takeover bid for AGBAR in January 2008.

(2) All Equity Swap contracts for Telefónica shares were cancelled, for a total of €726 million. Of these contracts, 0.64% of the stake was cancelled in the fourth quarter 2008, for a total of €484 million.

(3) Corresponds to the investment made by InverCaixa and VidaCaixa for the acquisition of MS Gestión and MS Pensiones for €90 million and €21 million, respectively; to the acquisition of 2.88% of PortAventura; and to the share capital increases in Finconsum

(4) Corresponds fundamentally to the decreased value of the segment of the Specialized financial services based on intenal appraisals caused by the current economic situation.


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Investment portfolio as of 31 December 2008

Services Total stake Board

representation Market value

€ M

Listed companies 12,468

Energy

Gas Natural 37.49% 5 out of 17 3,239

Repsol YPF 12.68% 2 out of 16 2,337

Infrastructure

Abertis 25.04% 6 out of 21 2,115

Services/other

Agbar 44.10% 5 out of 13 964

Telefónica 5.01% 2 out of 17 3,736

BME 5.01% 1 out of 15 77

Non‐listed companies 945

Grupo Port Aventura 100.00% 8 out of 10 879

Real estate portfolio 100.00% 5 out of 5 66

Insurance and Financial Services

Listed companies 2,208

International banking 2,208

Banco BPI 29.38% 3 out of 23 463

Boursorama 20.95% 2 out of 10 84

The Bank of East Asia 9.86% ‐ 248

GF Inbursa 20.00% 3 out of 17 1,121

Erste Group Bank 4.90% ‐ 252

BCP 0.79% ‐ 30

Other ‐ ‐ 10

Non‐listed companies 2,557

Insurance 2,241

Grupo SegurCaixa Holding1 100.00% 9 out of 10 2,216 GDS‐Correduría de Seguros 67.00% 1 out of 1 25

Specialized Financial Services 316

InverCaixa Gestión 100.00% 7 out of 7 147

CaixaRenting 100.00% 5 out of 5 60

Finconsum 100.00% 8 out of 8 87 GestiCaixa 100.00% 7 out of 7 22

Treasury shares 18

TOTAL GAV 18,196

(1) As of February 2, 2009, CaiFor, S.A. is named SergurCaixa Holding, S.A.


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Infraestructuras 20%

The breakdown of the GAV of the current portfolio is as follows:

Breakdown of GAV

Financial(26%)

Services(74%)

Non‐listedservices

5%

Servicios –Cotizadas

69%

International Banking12%

Insurance and Specialised financial

services14%

Financial(17%)

Services(83%)

Non‐listedservices

International Banking

6%

Insurance and Specialisedfinancial services

11%

4%

Listed

IPO – 10/10/2007 December 2008

services79%

Listedservices69%


Otros Servicios 4%

Non‐listed14%

Listed86%

Non‐listed19%

Listed81%


Otros Servicios 4%

IPO– 10/10/2007 December 2008

Investments in the services industry currently account for 74% of GAV, while the financial industry represents the remaining 26%. At December 31, 2008, the financial sector accounted for nine percentage points more than at the IPO. Criteria CaixaCorp will continue its strategy of rebalancing its investment portfolio, placing greater weight on financial assets without excluding particularly interesting investments in the services sector. Criteria CaixaCorp’s strategic goal is to rebalance the portfolio mix over the medium to long term until the financial services sector accounts for 40%‐60% of the total.

Listed portfolio

In 2008, the Criteria CaixaCorp's listed portfolio performed similar to the Ibex35 and better than the Eurostoxx50.

The following graph illustrates the real performance of the Ibex35 and the Eurostoxx50 compared with Criteria CaixaCorp’s listed portfolio, on a like‐for‐like basis. During this period, the Criteria CaixaCorp portfolio fell 39.3% compared to a 39.4% drop in the Ibex35 and a 44.4% slide in the Eurostoxx50.

Criteria CaixaCorp’s listed portfolio

40

50

60

70

80

90

100

110

31/12/2007 29/02/2008 29/04/2008 28/06/2008 27/08/2008 26/10/2008 25/12/2008

‐39.3%

‐39.4%

‐44.4%

Listed portfolio adjusted

31/12/2008


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Investments/(Divestments) made in 4Q08

Investments and investment commitments totalled €1,303 million in the fourth quarter of 2008 (including the investment in GF Inbursa for €1,608 million). Year‐to‐date investments amounted to €3,828 million.

Through 3Q08 4Q09 Total accumulated 08

€ million % acquired Value

€ M % acquired Value

€ M % acquired Value

€ M Treasury shares 0.02 2 0.17 17 0.19 19

Gas Natural 1.61 251 0.35 37 1.96 288

Repsol YPF 0.01 3 ‐ ‐ 0.01 3

Abertis 3.92 516 ‐ ‐ 3.92 516

AGBAR (TOB settlement) 16.43 680 ‐ ‐ 16.43 680

Telefónica ‐ 24 (0.55%)1 (422) (0.55%)1 (398)

BME 1.48 37 ‐ ‐ 1.48 37

Banco BPI 2.50 1612 1.86 27 4.36 1882

Boursorama 0.45 3 0.07 0 0.523 3

The Bank of East Asia 1.074 68 ‐ ‐ 1.074 68

BCP ‐ (9) ‐ ‐ ‐ (9)

GF Inbursa ‐ ‐ 20.00 1,608 20.00 1,608

Erste Group Bank 4.90 628 ‐ ‐ 4.90 628

Total listed 2,364 1,267 3,631

Total non‐listed 161 36 1975

Total investments 2,525 1,303 3,828

Pending commitments

GF Inbursa 1,601 (1,601) ‐

Total commitments 1,601 (1,601) ‐

Total investments made and investment commitments

4,126 (298) 3,828

Note: Taking into account investments made by both Criteria Caixa Corp and the Group’s holding companies. (1) Compared to December 31, 2007, the stake in Telefónica increased 0.47% due to the reduction of capital made by the Company in July

(2) The amount shown comprises the capital increase subscription for a 25.02% stake (€89 million) plus the amount relating to the subsequent increase in the stake (€72 million since September 2008 and €99 million for all of 2008).

(3) The stake in Boursorama varied 0.51% due to the dilution arising from the company’s capital increases during the period.

(4) The stake in BEA varied 0.97% due to the dilution arising from the company’s capital increases during the period.

(5) Corresponds to the investment made by InverCaixa and VidaCaixa for the acquisition of MS Gestión and MS Pensiones for €90 million and €21 million, respectively; to the acquisition of 2.88% of PortAventura; and to the share capital increases in Finconsum.

On January 16, 2008 the acceptance period was finalized for the takeover of Agbar, reaching a total of 50,205,817 shares, representing 33.55% of the company’s capital (77.06% of the shares being offered). This transaction was settled in January 2008 and has meant an expenditure of 680 million Euros for the Criteria CaixaCorp Group.

On March 27, 2008, Criteria CaixaCorp bought 3.01% of Abertis from Caixa Catalunya for approximately 400 million Euros. Additionally, during the first quarter of the year, purchases were made on the open market which correspond to 0.91%. With this investment, Criteria


19

CaixaCorp has increased its participation in Abertis to reach a majority control with almost 29% of its capital, reinforcing its trust in the development and growth of this infrastructure operator.

During 2008, Criteria CaixaCorp completed the reorganization strategy of the stake in Telefónica by increasing the portolio not affected by hedge contracts by 5.01% and by canceling all Equity Swap contracts affecting this part of the portfolio. During 2008, the investment in Telefónica shares was €328 million and a total divestment was made of €726 million from the cancelation of all Equity Swap contracts. At December 31, 2008, the total stake in Telefónica's share capital was 5.01%.

The investment in Gas Natural (€37 million in the fourth quarter and €288 million in 2008) reflects the upside presented by this company in the current market conditions. Moreover, Criteria CaixaCorp increased its stake in Banco BPI in the fourth quarter with an additional investment of €27 million reaching 29.38%.

After securing all requisite authorizations from Mexican and Spanish regulators and following the successful conclusion of the public takeover bid launched on August 27, on October 8 Criteria finalized the acquisition of a 20% stake in GF Inbursa.

In accordance with the agreements reached with GF Inbursa last May, the acquisition was carried out through a share capital increase and a subsequent public takeover bid to secure a 20% interest. The acquisition price was 38.5 Mexican pesos per share, bringing the total investment to 25,668 million Mexican pesos (approximately €1,608 million, including costs incurred that are directly attributable to the acquisition). The transaction was financed entirely with bank debt.

Criteria CaixaCorp’s stake in GF Inbursa will facilitate the flow of “la Caixa”’s retail banking experience and know‐how for Mexico and other North and South American countries.

As part of Criteria CaixaCorp's interest in GF Inbursa, Criteria has appointed three members to GF Inbursa’s Board of Directors.

With this operation, GF Inbursa has become the vehicle for expanding the financial business of both Criteria CaixaCorp and the Slim family in North and South America. Mr. Carlos Slim and his family, the main shareholders of GF lnbursa, will continue to hold the majority of share capital and to manage the Mexican financial group.

On the other hand, in 2008, in line with the international expansion strategy in the banking sector, specifically covering one of the strategic markets identified ‐ central and Eastern Europe – the Group acquired 4.90% of Erste Bank on the open market for €628M.

Erste Group Bank AG was founded in 1819 as the first Austrian savings bank. In 1997, Erste Group went public with a strategy to expand its retail business into Central and Eastern Europe. Today Erste Group Bank is the second financial services providers in Austria and one of the largest in Central and Eastern Europe in terms of clients and total assets. Aside from Austria, the Erste Group Bank is active in 7 countries (the Czech Republic, Slovakia, Romania, Hungary, Croatia, Serbia, and the Ukraine), where it commands leadership positions in the Czech Republic, Slovakia, Romania. Erste Group Bank serves more than 17 million customers at over 3,000 branches. Its main shareholders are the Erste Bank Foundation (DIE ERSTE österreichische Spar‐Casse Privatstiftung), with 31.1%, and various Austrian savings banks (or sparkassen), with 7.3%.


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Finally, in view of the current market circumstances, the Board of Directors, exercising the authorization granted at Criteria’s last Annual General Meeting, began acquiring treasury shares during the following 12 months up to a maximum of 44.25 million shares, representing approximately 1.32% of the Company’s share capital. At December 31, 2008, Criteria held 6,534,397 treasury shares, representing 0.19% of share capital, at an average cost of €2.84/share.


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Key highlights of Criteria CaixaCorp investees in 2008 SERVICES1

FINANCIAL INFORMATION

Gas Natural in 2008 earned net profit of €1,057M (+10.2% vs 2007). EBITDA increased 12.6%, driven by the

strong electricity market (higher pool prices, higher generation and contribution by operations in Mexico)

and the strong distribution market (mainly in Latin America given the positive performances in Brazil and

Colombia).

In February 2009, Gas Natural's Board of Directors proposed to the General Shareholders' Meeting

dividends of €573 million against 2008 earnings, 12.3% more than in 2007. This figure is a 54.2% payout.

Total 2008 dividends amounted to €1.28/share. On July 1, 2008 the company paid a final dividend against 2007 earnings of €0.71/share (up 16.4%

compared to the 2006 final dividend). The total dividend for 2007 was €1.14/share (an increase of 16% from

2006).

In February 2009, Standard & Poor’s downgraded Gas Natural’s long‐term and short‐term credit ratings

from A/A‐1 to BBB+/A‐2, and are maintaining the ratings on CreditWatch with negative implications.

BUSINESS INFORMATION

An agreement was made for the acquisition of 45% of ACS’s stake in Unión Fenosa (of which 9.9% had

already been acquired) at a price of 18.05 €/share (which was corrected after the payment of a dividend of

€0.28 paid by Unión Fenosa). In addition, Gas Natural has signed an agreement with Caixanova for the

acquisition of its 4.72% stake and has an additional stake of 10.4% in equity swaps and other financial

instruments (including the 5.15% stake in the Caja de Ahorros del Mediterráneo).

The acquisition was authorised with conditions by the Comisión Nacional de Energía and by the Comisión

Nacional de Competencia. After these authorisations, Gas Natural will acquire ACS’s remaining 35% of

Unión Fenosa and will launch a takeover bid on the remaining capital. The financing for this transaction is

totally assured by 19 banks and will be complemented by a capital increase of €3,500 million and sales of

assets for the amount of €3,000 million in order that the company maintains at least a BBB rating after the

transaction.

Gas Natural has called an Extraordinary General Meeting on March 10, 2009, to authorize a capital increase

of €3,500 million. This capital increase has been guaranteed by Criteria and Repsol (a maximum of €1,900M

and €1,600M, respectively). The Board of Gas Natural could propose an extraordinary dividend at the

Annual General Meeting if the capital increase is carried out before the payment of the final dividend of

2008 (forecasted for July 1).

The Argentine government approved on September 1, 2008 a 10%‐30% hike in natural gas rates for

domestic, industrial and vehicular clients.

The Mexican financial institution Grupo Financiero Inbursa has acquired 15% of Gas Natural México for

760.8 million Mexican pesos (€50 million). This agreement will catalyze the growth of the energy group in

Mexico.

In January 2008, Juan María Nin and Francisco Reynés joined Gas Natural’s Board of Directors as proprietary

directors of Criteria CaixaCorp, replacing José Vilarasau and José Luís Jové Vintró.

For more information, please visit www.gasnatural.com.

1 Figures for listed companies have been taken from public data reported by these companies in the period between December 31, 2007 and February 26, 2009.

http://www.gasnatural.com/


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Repsol’s FY 2008 net profit came at € 2,711 M (‐15% yoy), affected by a sharp fall in oil prices in the second half of the year that has impacted negatively on inventories. The recurrent EBIT, witout including this negative stock valuation, rose by 5%.

On January 15, 2009, the 2008 interim dividend of € 0.525/share was paid (+5% yoy). The 2008 total dividend will rise to € 1.05 €/share (+5% yoy).

At July 9, 2008 the company paid a final dividend for 2007 of €0.50/share (up 39% compared to the 2006 final dividend). Total 2007 dividends amounted to €1/share (39% higher than in the prior year).


In February 2009, Repsol discovered a new oil field in the Gulf of Mexico. The consortium that discovered the field is comprised of Repsol (12.5%), which is the exploration operator, Chevron (55%), MaerskOil America (20%), and Samson Offshore Company (12.5%).

In January 2009, Repsol discovered three new natural gas fields in Algeria. Repsol is the operator for these wells. Gas Natural (30%), Repsol (45%), and Sonatrach (25%) comprise the consortium that discovered these fields (Gassi Chergui).

In December 2008, Repsol reached an agreement with the Brazilian group Alesat Combustíveis for the $55M sale of its fuel sales in Brazil, with the exception of the GLP and oil businesses.

The consortium comprising Repsol, Petrobras (operator, 45%) and BG (30%) announced the discovery of a new deep‐water oil field in the Santos Basin in Brazil. The new field, called Guará, is adjacent to the Carioca field which was discovered at the end of last year. Both fields boast high‐quality oil.

Repsol, one of Gas Natural’s main shareholders, has pledged to provide equity of up to €1,600 million to ensure that Gas Natural maintains a consolidated credit rating of at least BBB following settlement of the Unión Fenosa takeover bid.

Repsol and the National Oil Corporation of Libya (NOC) signed an agreement in July to expand their oil exploration and production in Libya through 2032.

The company announced its 2008‐2012 Strategic Plan based on organic growth, greater diversification and cost efficiency. The company has also set ambitious EBIT and net profit targets, backed by improvement in downstream business ex‐YPF, higher hydrocarbon production in upstream ex‐YPF and positive performance by Argentina (YPF) and Gas Natural.

The Petersen Group bought 14.9% of YPF for $2,235 million, adding a net gain of approximately €300 million to Repsol YPF’s 2008 results.

Repsol made a new discovery of gas in Peru, where it operates in consortium (41%) with Petrobrás (35.2%) and Burlington Resources Perú (23.8%).

For more information, please visit www.repsol.com.

http://www.repsol.com/


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In 2008 Abertis made a net profit of 618€M (down 9.4%). The impact of the economic slowdown on the toll‐road business has been partially offset by the annual rates revision and by the upturn in telecommunications.

Abertis’ general shareholders' meeting last April 1 approved payment of a final 2007 dividend of €0.28 per share against 2007 earnings, which was paid out in April. The total dividend for 2007 totalled €0.56/share (an increase of 12% from 2006).

On September 30, 2008, and on February 24, 2009, the Board of Directors approved a 7% increase from €0.28 to €0.30 per share in both the interim and final dividend respectively. The interim dividend was paid in October 2008 and the final dividend will be paid in the 2Q09.

on February 24, 2009, the Board of Directors approved the appointment of Mr. Ricardo Fornesa as a Director on the proposal of Criteria CaixaCorp after Caixa Catalunya’s refusal.

Abertis carried out its usual bonus share issue against reserves for €96 million, issuing one new share for every 20 shares held.


The acquisition of ACS’ two Chilean toll‐road concessionaires (50% of Autopista Central and 50% of Rutas del Pacífico), for €420M was completed on December 19.

On December 1, Abertis reached an agreement with Citigroup to acquire 50% of the Basque‐Aragonese toll‐road (AR‐68) for €621M and 50% and 75% of the Chilean toll‐roads Rutas del Pacífico and Elqui, respectively.

On October 21, Abertis acquired an additional 5% of Hispasat for largest shareholder with a 33.4% stake. On June 11, it reached an agreement with TDF to acquire 65% of Axión, a network operator, for €104M.

On October 1, the consortium comprised of Abertis (50%), Citigroup (41.7%) and Criteria (8.3%) decided to not extend the term of its bid for $12,800M filed on May 16 for the 75‐year management contract for the Pennsylvania Turnpike. The decision was mainly based on the slow legislative process and the current unfavourable economic situation.

On June 25, Abertis completed the spin‐off of Schemaventotto (S28) and now holds a 6.68% direct stake in Atlantia.

On March 28, Abertis bought 1.5% of its own shares from Caixa Catalunya for approximately €201 million. Abertis plans to hold this treasury stock temporarily.

For more information, please visit www.abertis.com.

http://www.abertis.com/


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On December 16, 2008, the SGAB Board of Directors approved payment of a gross interim dividend against 2008 earnings of €0.1925 per share (10% higher than the previous year).

The Agbar Group’s third quarter net profit stood at €202.3 million, up 32% compared to the same period in 2007. This improvement was driven by the organic growth of its businesses (up 11% in revenue and 12% in operating profit) and capital gains of €81.2 million on the sale of its stake in Suez. Recurring net profit stood at €134.8 million, up 17% on 2007.

On July 3 the company paid a final dividend against 2007 earnings of €0.371/share, which, along with the €0.175/share interim dividend paid in February 2008, brings the total 2007 dividend to €0.546/share (a 20% increase on 2006).


During 2008, The Agbar Group completed the disposal process of its non‐strategic businesses, after closing the sale of ASM Transporte Urgente y Tribugest. It is now focusing on businesses in water, the environment, and health.

In July 2008, Aguas Andinas, Agbar Group’s Chilean subsidiary, acquired 53.5% of ESSAL for €108.5 million. ESSAL provides drinking water production and distribution services, as well as waste water treatment services, to over 605,000 residents of Chile’s Los Lagos and Los Ríos regions.

In May 2008, the Agbar Group sold its entire 0.16% stake in Suez for €97 million, generating consolidated capital gains of €81.2 million.

Following the reorganization of Agbar’s Board of Directors, the following are now members: (i) Francisco Reynés Massanet as Propriety Director for Criteria CaixaCorp (February 2008); (ii) Ángel Simón Grimaldos as Executive Director (February 2008); (iii) Yves De Gaulle as Propriety Director for Suez Environnement (May 2008), and (iv) Sir Rob Young as Independent Director (May 2008). There are now two Independent Directors out of the 13 total Directors.

The Agbar Group acquired 58.72% of Labaqua, S.A., a laboratory carrying out environmental studies, diagnoses, and certifications, for €63.2 million.

A joint takeover bid by Criteria, Hisusa, Suez Environnement and Suez Environnement España for the SGAB shares they did not already own was successfully completed in January 2008, bringing these companies’ joint control to 90% of the capital.

For more information, please visit www.agbar.es.

http://www.agbar.es/


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The Telefónica Group ended 2008 with a net profit of €7.592 million (14.8% less than 2007), largely due to

the capital gains booked in 2007 from the sale of Airwave (€1,296 million) and Endemol (€1,368 million) as

well as the recognition of asset depreciations. Excluding the capital gains on the disposal of assets, net

profits grew 38.0% on like‐for‐like terms. Profits were bolstered by the sharp increase in total accesses (up

13,2%, with around 259 million accesses), strong organic business growth (up 6.9% in revenue and 14.7% in

OIBDA), and the company's ability to efficiently manage costs.

Telefónica reached announced targets for 2008 and confirms that it maintains its financial strength and

flexibility for 2010 (net earnings per share of €2.304 and cash flow per share of €2.87). The company cites

the diversification of its operations, its strength in the main markets, and its management model.

On January 28, 2009, Telefónica's Board of Directors agreed to pay a dividend against 2009 earning of €1.15 per share (a 15% increase)

Fitch Ratings (November 25, 2008) and Standard & Poor’s (December 2, 2008) raised Telefónica's long‐term

credit rating from BBB+ to A‐, with a “Stable” outlook.

Telefónica paid a dividend against 2008 profits of €0.50/share on November 12, 2008.

In October 2008, Telefónica announced the 50% expansion of the share buyback program for 2008,

involving a total of 150 million shares (3.2% of its share capital). The initial program (100 million shares)

was completed on October 10, 2008.

Telefónica carried out a €68.5 million share capital reduction by redeeming 68,500,000 own shares (1.435%

of share capital).

On May 13, 2008, Telefónica paid a final dividend against 2007 profits of €0.40/share, which, along with the

€0.35/share interim dividend paid in November 2007, brings the total 2007 dividend to €0.75/share (a 25%

increase on the 2006 dividend).


With the TOB for 55% of the Compañía de Telecomunicaciones de Chile (CTC), Telefónica has acquired

53.0% of the capital (1.1% acquired in January 2009), with which it has a total stake of 97.89% in CTC, for a

total investment of €653 million.

Telefónica increased its position in the Chinese telecommunications market with a 5.38% share capital in

China Unicom Limited (“CU”, the company resulted from the merger between China Netcom Group

Corporation – Hong Kong‐ Limited and CU), with a total estimated investment of €1,096 million. In May 2008, Telefónica participated in the takeover bid launched by PRISA for SOGECABLE, selling its entire

16.79% stake in that company and generating gains of €143 million.

VIVO, a company 50% owned by Telefonica, reached a stake of 97.94% of the voting capital and 85.99% of

the preferred shares in Telemig Celular, a mobile phone operator servicing the state of Minas Gerais in

Brazil, for 2,608 million Brazilian reales (approximately €953 million).

For more information, please visit www.telefonica.com.

http://www.telefonica.com/


26


Bolsas y Mercados Españoles (BME) recorded an annual net profit of €191 million at year end 2008. These figures imply strong profits in unfavorable conditions for financial markets, even with a moderate 5.2% decline compared to December 2007. The efficiency in controlling the cost base as well as the diversification into seven business units have helped to mitigate the effects of the decline in brokered volumes.

BME’s Board of Directors agreed on the payment of a gross final dividend of €1.01647 per share, which, together with the interim dividend of €0.956 per share paid in January 2008, brings the total 2007 gross dividend to €1.97247 (a 65% increase from the 2006 dividend). In addition, in this Board of Directors meeting, the company agreed to pay an extraordinary dividend against voluntary reserves of €0.569 per share which was paid on May 21.In December, the Board of Directors decided to pay shareholders a gross dividend against 2008 earnings of €0.986/share. Payment was made in January 2009.


In 2008, the number of transactions executed in the markets, including securities, ETFs and warrants, increased by 5.9% yoy compared to the cross trades in 2007 reaching a record of 37.5 million transactions.

However, the amount traded in equities in 2008 decreased 25.5% to €1.25 trillion basically due to the strong fall in market trading prices.

For more information, please visit www.bolsasymercados.es.


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INTERNATIONAL BANKING


The GFI net attributable profit in 2008 fell 33% to MXN3,476 million. The higher net interest income, thanks to the increased banking volume (net loans up 75%, deposits up 109%) and the loan margin, has not offset losses on financial assets and liabilities and extraordinary capital gains in 2007. The group has improved its net lending position in the inter‐banking market (from MXN15,531 million to MXN27,184 million in 2008). The Tier I of Banco Inbursa rose from 15.8% at the end of September to 21.4% at the end of the year, thanks to Criteria’s entry into the capital of its parent company, GFI. This bank accounts for 92% of the group’s assets.

On December 18, 2008, S&P’s upgraded Banco Inbursa's long‐term rating (GFI subsidiary which represents 92% of total Group assets) from BBB‐ to BBB, thanks to the Bank's high capitalisation levels, high quality assets, elevated coverage ratio, strong efficiency indicators, adequate liquidity and financing position, and potential for more market presence in Mexico thanks to the strategic alliance with Criteria/"la Caixa" in order to develop its retail banking, despite the focus on loans and loan‐related parts and exposure to exchange rate risk.


During the third quarter in 2008, the Business Plan for retail banking was jointly approved between "la Caixa" and GFI. The plan’s objective is to transform GFI's retail banking business into a client‐oriented bancassurance model and to double its market share in loans and deposits by opening at least 350 branches within four years. A minimum of 100 branches are planned to open in 2009.

For more information, please visit www.inbursa.com.mx


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Attributable net profit at December 31, 2008 was €150.3M (‐58%). Aside from the extraordinary impact of the sale and impairment of BCP, the capital gains on the sale of 49.9% of the Banco Fomento Angola (BFA) and the program cost for the approved 200 pre‐retirements, profit was €231.9 million, 35% lower than in 2007.

Net credit investment grew 7.5% and the deposits increased 24.3%. The bank completed its organic expansion in Portugal with the target goal of 700 branches. Expansion is continuing in Angola, where there are 99 branches. Fifty‐two branches were opened in 2008.

The solvency ratios were boosted following the €350 million capital increase in June 2008 and the capital gains on the sale of 49.9% of BFA (€130 million) in December 2008, with a core capital of 8.0%, Tier I of 8.8%, and Total Tier of 11.3%. This complies with the Tier I minimum of 8% that will be required by the Banco de Portugal as of September 2009.

BPI has a net lending position in the inter‐banking market of €3,400 million at December 31, 2008 compared to a net borrowing position of €1,300 million at December 31, 2007. Furthermore they have assured refinancing from the middle to the long term until the end of 2013.

The board proposed a dividend of €0.0668/share, corresponding to the 40% payout according to the long‐term dividend policy approved by the General Shareholders' Meeting. This dividend is 64% lower than the previous year.


On December 9, 2008 and as for efforts by Angolan investors and subsidiaries of Portuguese banks in Anglosa to localize key assets, BPI sold 49.9% of Bankco Fomento Angola (BFA) to Unitel, retaining the remaining 50.1%, as was announced at the signing of the agreement of intentions on September 12. Unitel is the largest private non‐listed locally‐owned Angolan company and the leader in the country’s mobile telephone market.

For more information, please visit www.bancobpi.pt.


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Boursorama’s attributable Net Profit in 2008 was €49.9M (+4%). Stripping out the one‐off effect of the business restructuring undertaken in Germany, recurring Net Profit stood at €48.0M (‐2%). The decrease in fees and commission income (‐€16M), largely due to an 8% drop in the number of brokerage transactions, outpaced growth in other revenue from media (€6M).

The business volume fell 27% year‐on‐year due to the drop in Assets under Management: Securities accounts (‐34%) and Mutual Funds (‐60%, mainly due to the sale of Veritas in Germany). Like‐for‐like (stripping out the Veritas disposal), the number of accounts grew by 8%, driven by the growth in bank and savings accounts in France (+23% and +14%, respectively).


Boursorama is changing its business model in France, shifting away from street level branches to upper floor offices devoted solely to sales functions. Accordingly, in 2008 Boursorama closed 6 of its 20 branches.

In December 2008 Boursorama launched a new interface for the website www.boursorama.com, where it continued to innovate.

In 2008 Boursorama and “la Caixa” signed a shareholders' agreement to create an online bank in Spain based on Boursorama’s Self Trade Bank, through which it has been operating in Spain since 2003 with more than 24,000 accounts. The online Self Bank is expected to start‐up operations in May 2009.

In 2008 Boursorama restructured its business in Germany. Specifically, Boursorama:

o Increased its stake in OnVista AG, the owner of the leading financial information portal in Germany (www.onvista.de.) from 82.49% (acquired in 2007) to 92.89%. On Vista is enabling Boursorama to accelerate the development of its online distribution of savings products in Germany.

o With a view to focusing on its core business, it sold its asset management business, Veritas, and OnVista’s non‐core businesses.

For more information, please visit www.boursorama.com.

http://www.boursorama.com/

http://www.onvista.de/


30


Attributable net profit at September 30, 2008 was €1.46Bn (+75%): adjusting for the one‐off gain from the sale of its insurance business, net profit would have been €862M, year‐on‐year growth of 3%. Erste Group Bank has around €300M of exposure to Iceland Banks; the related impairment charges will be recognized in 4Q08.

The loan book grew 10% to €125.67Bn and deposits increased 11% to €110.96Bn. The loan‐ to‐ deposit ratio remains stable at 113%. Funding needs for 2008 and 27% of 2009 refinancing requirements have been met.

Capital adequacy fell from 10.5% in 2007 to 9.4%, due to growth in the loan book and the sale of the insurance business. This remains above the stipulated 8% threshold. Tier I capital ratio: 6.6%

On 10/02/09, Erste Group Bank released a preliminary trading statement for 2008, announcing profit of €860M. The full release is scheduled for 27/02/09. Operating profit was healthy (+19%) and net profit (including one‐off gains of €602M from the sale of its insurance businesses and impairment charges from certain assts) is expected to come in at €1.3Bn. Nonetheless, the Board of Directors has decided to allocate the income from the sale of the insurance business to the partial impairment of its investment in Romania and the total write‐down of the intangible assets associated with the acquisitions made in Serbia and Ukraine (approx. €570M). In addition, in light of the economic downturn, the bank has decided to increase loan loss provisioning to 90bp. The negative impact on the income statement from impairment of financial assets will amount to around €570M (Icelandic Banks, Lehman Brothers, ABS/CDOs). Factoring all these charges in, the preliminary estimate for net profit for the year is €860M, and for the Tier I ratio is 7.2%

On 06/05/08 the General Shareholder’s Meeting approved payment of a dividend of €0.75/share, which represent a payout of 20% against consolidated 2007 profit.


Despite positing its higher ever 9‐month profit, bearing in mind the complex market and new international capital adequacy standards, on October 30, 2008 Erste Bank Group announced that the Austrian government would acquire €2.7Bn of participation capital in exchange for a fixed annual interest payment of 8%. The participation capital will be non‐listed, non‐voting and non‐transferable, which will be repaid at 100% of the nominal value at a five years maturity through redemption or conversion right into ordinary shares. The capital injection will boost its Tier I ratio by 250bp. The definitive terms of the investment are currently under negotiation with the Austrian Government

On September 16, 2008 the bank closed an agreement to sell its insurance business to WIENER STÄDTISCHE Versicherung AG ‐ Vienna InsuranceGroup (VIG), for €1.45Bn (net gain at Sep. 08 of €602M). Erste Group Bank will also recognize an additional gain of €300M over 15 years in connection with an alliance. This deal is expected to lift its Tier I ratio at year‐end 2008 by 70bp.

For more information, please visit: www.erstegroup.com.


31


• Attributable net profit in 2008 decreased 99% to HKD39M, hit by HKD3.5Bn in losses on the write down and subsequent disposal of its CDO portfolio, in addition to lower net trading results. The sale of the CDO portfolio has eliminated exposure to this kind of structured product.

BEA sustained its core business growth due to the performance of banking operations in Mainland China. Net interest income climbed 14%, net loans grew 5% and deposits rose 11%; the volume of these deposits is far in excess of the attempted run on the bank last September.

In 2009 BEA China (fully owned by BEA) will mantain its organic expansion plan and will continue to lead group’s growth.

NPL ratio is under control (0.7% vs. 0.6% in 2007). Out of caution, the entity increased impairment losses on loans by HKD342M (+158%).

Its solvency ratio was reinforced from 12.6% to 13.8% following the capital injection by Criteria in subscription of a rights issue effective January 08.

The group remains a net lender on the interbank market; its liquidity ratio stands at 38%, well above the 25% minimal threshold stipulated by the Hong Kong Monetary Authority.

• At its upcoming Annual General Meeting on April 16, 2009, BEA will propose:

• A payment of a final dividend of HKD0.02 per share (2007: HKD1.18 per share), which can be received in cash and/or shares.

• A bonus issue of shares (1 new share for every 10 outstanding) in commemoration of the bank’s 90th anniversary.

On August 5, the Board of Directors proposed the distribution of a 2008 interim dividend of HKD 0.23/share (52% lower than in 2007).

On December 27, 2007 BEA carried out a HKD 3,953.8 million share capital increase (effective January 2008), which was fully subscribed by Criteria CaixaCorp. The increase shored up the bank’s solvency, with core capital standing at 9.4% and tier total at 14.7% at June 30.


On December 23, BEA China became the first foreign bank to issue debit cards in Renminbis on mainland China.

On November 17, 2008, BEA announced the signing of the “Memorandum of Mutual Understanding” with the Japonese bank Sumitomo Mitsui Banking Corporation to establish a strategic alliance between the two institutions.

On May 27, BEA China became the first foreign bank to issue debit cards in Renminbis on mainland China.

On January 7, 2008, the company officially announced the start of business of life insurance company BEA Life (100% owned by BEA), which will offer a wide range of life insurance products.

For more information, please visit www.hkbea.com.


32

Non‐listed portfolio

INSURANCE AND SPECIALIZED FINANCIAL SERVICES

Since February 2, 2009, CaiFor, the insurance group ofCriteria CaixaCorp has been renamed SegurCaixa Holding S.A. The former name, CaiFor S.A., corresponded to the name from the equal joint venture between “la Caixa” and Fortis in 1992. After having Criteria acquired the 50% of CaiFor, belonging to Fortis until 2007, the group initiated the name changing process.

Once the pension funds management company of Morgan Stanley was acquired, VidaCaixa has successfully completed the merger of both companies.

2008 was a very positive year for SegurCaixa Holding insurance companies. VidaCaixa made a net profit of €158 million, a 21% increase over 2007, and SegurCaixa made a net profit of €28 million with an 8% increase.

VidaCaixa, the group’s company specialized in life insurance, booked premiums and contributions to pension funds in 2008 in the amount of €2,983 million, a 15% increase vs. 2007. Notably, premiums rose 19% for the savings business while the risk business grew at 8%.

VidaCaixa’s profits are bolstered by profits in the life‐risk and health businesses and by the savings business growth. In a difficult financial environment, VidaCaixa has actively managed its investment portfolio, obtaining better results than forecasted. Provisions linked to credit investment risk have been registered in the earnings statement.

According to data published recently by ICEA and INVERCO, at December 31, 2008 VidaCaixa ranked first and second among life insurance and pension fund management companies in resources under management.

In 2008, SegurCaixa’s sales of non‐life insurance were €220 million, 19% higher than 2007. It is important to highlight the increases in home and accident insurance. In 2008, the auto insurance business unit has strengthened, accounting for 22% of all premiums at the end of the year (10% at December 31, 2007). This is allowing the company to expand diversification.

At legislative level, the main news for 2008 was the approval of the new Spanish Insurance Accounting Standards that entered into force on December 31, 2008.


33

The most significant figures for VidaCaixa and SegurCaixa for 2008 and 2007 are the following:

VidaCaixa (*) Figures as of

€ million 31/12/2008 31/12/2007

Premiums issued 1,665 1,427

Premiums issued and contributions to pension funds 2,983 2,599

Net profit 158 131

31/12/2008 31/12/2007

Technical reserves, net of reinsurance 16,157 16,205

Equity 388 356

Resources under management 28,017 27,512

Solvency margin coverage ratio 1.2 1.1

SegurCaixa Figures as of

€ million 31/12/2008 31/12/2007

Premiums issued 220 184

Net profit 28 26

31/12/2008 31/12/2007

Technical reserves, net of reinsurance 188 161

Equity 47 41

Combined ratio 83% 80%

Solvency margin coverage ratio 1.4 1.4

(*) The figures for 2008 and 2007 are presented in different accounting standards. The 2008 figures follow the new Accounting standards pack for insurance companies that came into force on December 31, 2008. Those for 2007 follow the previous ones.

For more information, please visit www.segurcaixaholding.com

http://www.segurcaixaholding.com/


34

Even considering the backdrop of the economic situation, 2008 was a positive year for GDS Correduría de Seguros as the net profits rose 5.1%, while brokered premiums fell by 4.4%. The volume of intermediated premiums during the year was €107 million.

The Automobile business line ended 2008 with a slight decline of 1.1% in the volume of brokered premiums over 2007.

The volume of intermediated premiums of the rest of insurance types fell 10.5% due mainly to the decline of construction insurance.

Figures as of

€ million 31/12/2008 31/12/2007

Commissions charged and other operating income

Operating expenses 10.8

(5.6)

11.0

(5.7)

Net profit 4.2 3.9

31/12/2008 31/12/2007

Equity 0.5 0.6

For more information, please visit www.gdsseguros.com.

http://www.gdsseguros.com/


35

InverCaixa successfully concluded the integration of the Morgan Stanley asset management company, thereby increasing its market share in a year that was difficult for this sector. After the merger, InverCaixa holds a market share of approximately 7% and ranks number three among investment fund managers.

InverCaixa ended the year with assets under management of €12,554 million. The aggregate investment fund assets under the management of InverCaixa and the acquired manager fell 31%, similar to the rest of the sector. As first noted in 2007, the sector continues to see a substantial flight of assets towards deposits, due to the liquidity crisis and the negative performance of the equity and fixed income markets.

Despite all this, we believe the sector will recover in the medium to long term with investors again putting savings into these products once they are more confident and other assets are less profitable.

InverCaixa reported a net profit of around €4 million, less than the previous year. This was due to the fall in assets under management, lower management fees – owing to the fierce competition and worse market performance – and the inclusion of extraordinary items.

Figures as of

€ million 31/12/2008 31/12/2007

Total revenue 112 151

Net profit 3.9 8.8

31/12/2008 31/12/2007

IIC assets managed 12,554 13,955

Funds 11,587 13,318

SICAVs 967 637

Market share 6.9% 5.6%

(*) The figures for 2007 do not include the Morgan Stanley business. The merger between both companies took place on October 1, 2008.

Presentation

36

of Results January‐December 2008

At December 31, 2008, CaixaRenting managed leased assets amounting to €1,076 million (up 13% compared to December 31, 2007). New investment totaled €401 million.

The managed fleet of vehicles was 38,212 as of December 31, 2008, 6.2% higher than December 2007.

CaixaRenting reported net profit of €0.3 million, lower than the previous year, mainly due to the increase in level of default and the complex scenario for the auto market.

€ million Figures as of

31/12/2008 31/12/2007

Total new investment 401 443

New investment in vehicles 195 262

New investment in equipment and other assets 206 181

Net profit

Total leased assets

Vehicle fleet (no.)

0.3

31/12/2008

1.076

38,212

5

31/12/2008

953

35,986

Presentation 2008

37

of Results January‐December

FinConsum had outstanding loans of €927 million at December 31, 2008, up 9% compared to December 2007. New investment had a year‐on‐year decline of 5% in 2008.

Default rates continued to increase in the financial industry in general and consumer finance in particular.

FinConsum reported losses of €37 million, primarily due to the higher cost of risk related to an increase in doubtful debts.

In 2008, the company had a capital increase of €66 million to comply with equity requirements.

Figures as of

€ million 31/12/2008 31/12/2007

Total new investment 722 762

Consumer + direct 567 556

Auto 155 206

Net profit (37) (10)

31/12/2008 31/12/2007

Outstanding loans 927 852


38

In 2008, GestiCaixa set up six securitization funds, with a total issuance of €3,937 million. At December 31, 2008 the company managed assets of over €15,600 million.

The primary markets remained closed in2008. Almost all new securitized bond issues remain on issuers’ balance sheets as a guarantee to the European Central Bank.

Net profit in 2008 stood at €1.8 million, in line with figures for the previous year.

Figures as of

€ million 31/12/2008 31/12/2007

Total revenue 3.5 3.5

Net profit 1.8 1.8

Issues 3,937 4,249

31/12/2008 31/12/2007

Managed assets

Number of funds 15,632

31

13,997

26


39

OTHER NON‐LISTED COMPANIES

EBITDA for 2008 was down compared to the previous year, mainly due to a drop in visits and hotel occupancy.

The number of visitors was affected by external factors such as an early Easter holiday (March), adverse weather in May and early June, and the economic slowdown since June.

The company has carried out a cost control policy that achieved results in 2008 and will continue in 2009, in line with the savings obtained.

The results after taxes were influenced by greater financial expenses and an increase in the number of amortizations as a consequence of the increase in the company’s assets. Regarding these assets, the inauguration of the Hotel Far West and the Convention Center is planned for 2009.

It is important to highlight that during 2008 three golf courses were inaugurated through which the resort has diversified its range of services.

In the month of July, Criteria became 100% owner of Port Aventura after the purchase of the 2.87% of the stake that Albertis had until then. In addition, Criteria sold it 60% stake in the Hotel Caribe Resort to Port Aventura.

Figures as of

€ million 31/12/2008 31/12/2007

Net revenue 165.9 181.3

EBITDA 39.7 54.0

Pretax profit

Net profit

‐0.2

3.4

16.3

15.2

Average number of employees 2,363 2,556

Number of visits (thousands) 3,631 4,163

31/12/2008 31/12/2007

Total assets 669 605

For more information, please visit www.portaventura.es.

http://www.portaventura.es/


40

Investment portfolio as of December 31, 2008

List

ed se

rvic

es

Non-listed services

BME(5.01%)

Telefónica(5.01%)

Repinves(67.60%)

Repsol YPF(12.68%)

Hisusa(49.00%)

Agbar(44.10%)

Gas Natural(37.49%)

Abertis(25.04%)

VidaCaixa(100.00%)

Inversiones Autopistas(50.10%)

Insu

ranc

e

AgenCaixa(100.00%)

SegurCaixa(100.00%)

SegurCaixa Holding 1 (100.00%)

GDS Correduría(67.00%)

Caixa Capital Desarrollo(100.00%)

Port Aventura(100.00%)

Holret(100.00%)

GP Des. Urb. Tarraconenses

(100.00%)

International Banking

Banco BPI(29.38%)

Boursorama(20.95%)

Hodefi(100.00%)

Negocio de Fin. e Inversiones(100.00%)

BEA(9.86%)

BCP(0.79%)

Specialised Financial Services

GestiCaixa(100.00%)

InverCaixa(100.00%)

CaixaRenting(100.00%)

Finconsum(100.00%)

5.02%

9.28%

66.44%

37.49%

7.75%

0.50%

20.65%

20.00%

80.00%

99.00%

80.00%

0.50%

0.50%

91.00%9.00%

0.79%

9.86%

1.34%

19.61%

19.42%

80.58%

Crisegen Inv.(100.00%)

Invervida Con.(100.00%)

50.00%

50.00%

20.00%100.00%

11.54%

GFInbursa(20%)

1 On February 2, 2009, CaiFor. S.A. was renamedSegurCaixa Holding. S.A.

Erste Group Bank

(4.90%)


41

Criteria CaixaCorp non‐consolidated financial statements

€ million 31/12/2008 31/12/2007 2

Recurring net profit 803 617

Total net profit 1 803 2,400

Average number of weighted shares in circulations (in millions)

3,361 2,789

EPS based on recurring net profit (€) 0.24 0.22

EPS based on total net profit (€) 0.24 0.86

(1) Decline in total net profit due to the restructuring carried out prior to the IPO in 2007. (2) 2007 figures were adjusted due to the implementation of the new general accounting plan in

Spain.

Non‐consolidated balance sheet summary

€ million 31/12/2008 31/12/2007

Financial investments and other long‐term investments 18,616 17,627

Debtors and short‐term financial investments 389 807

Cash in hand and at banks 2 3

Assets 19,007 18,437

Equity 12,954 14,756

Payable to credit institutions 5,208 1,595

Other liabilities 845 2,086

Liabilities 19,007 18,437

Note: The above information was prepared in accordance with the accounting principles and measurement criteria set out in the new Spanish General Chart of Accounts. However, for purposes of explaining key data, figures are presented in accordance with the model used by the company’s management.


42

Long‐term financial investments and other long‐term investments: movement in this balance sheet heading in 2008 was the following:

€ million Balance at 31/12/07 17,627

Acquisitions and capital increases (1)

Grupo Financiero Inbursa 1,608

Gas Natural (2) 519

Abertis 516

Agbar (3) 404

Negocio de Finanzas e Inversiones I (capital increase ) 295

BPI (4) 190

Telefónica

Telefónica (5) 338

(1,010)

Hisusa (Capital increase) 122

Bolsas y Mercados 37

Repsol 3

Erste Group Bank 628

Other 125

Increase (decrease) in fair value of available‐for‐sale

financial assets

(2,931)

Value impairment (6) (141)

Other changes (7) 286

Balance at 31/12/08 18,616

(1) The report on acquisitions and capital increases is formulated once the dividends and reserve and/or premium distributions are deducted from the cost of the investment.

(2) This includes the acquisitions of a 1.96% increase in the stake for €288 million, , and the purchase of a 2.46% stake from Hisusa for €231 million (this purchase does not represent any variation in the Group’s total stake).

(3) Criteria CaixaCorp’s total investment in Agbar amounted to €680 million in 2008.

(4) Includes the intragroup transaction of acquiring BPI shares from Catalunya de Valores.

(5) This relates to the fair value of the sale of Telefónica shares in the amount of €726 million for equity‐related shares and €5 million for the ordinary shares.

(6) This relates to the decline of the stake in Grupo FinConsum and Negocio de Finanzas e Inversiones I.

(7) Including, among others, the reclassification to the short term of 2007 income tax (€103 million) and the recognition of 2008 income tax for 2008 (€181 million), as well as the variation of deferred tax assets (€238 million).


43

Debtors and short‐term financial investments: movement in this heading for 2008 represents the net effect of the following:

o The €140 million increase from the receivable from Catalunya de Valores from

its agreement to pay its sole shareholder, Criteria CaixaCorp, a share premium of €36 million and €104 million in voluntary reserves. This amount was paid in January 2009.

o The €356 million decline due to the repayment of loans granted to group and multigroup companies, that were current at December 31, 2007 and which have been amortised: €250 million to Negocio de Finanzas e Inversiones I, €100 million to Hisusa, and €6 million to Crisegen Inversiones.

o A €103 million increase in dividends pending from investees. o A €291 million decrease in deposits in current accounts held as guarantee for

the Telefónica equity swap. These contracts were cancelled throughout 2008.

Equity: movement in equity in 2008 was as follows:


Final dividend – 2007

Interim dividends ‐ 2008

Valuation adjustments:

Change in valuation of available‐for‐sale financial assets (net)

(67)

(504)

(1,998)

Acquisition of treasury shares (19)

Net profit at December 31, 2008 803

Other (17)

Balance at 31/12/08 12,954

Payable to credit institutions: investments made in 2008 were financed by the joint credit facility with “la Caixa”. The balance available, at December 31, 2008, was €5,208 million. This credit line has a €6,500 million limit. It matures on December 31, 2009, with an unconditional option for Criteria to extend its maturity beyond the second half of 2010, and pays interest at the Euribor rate plus 50 basis points.

Other liabilities: substantial decrease compared to December 31, 2007, due to the

following:

o Decrease of €743 million in deferred tax due to recognition of available‐for‐sale financial assets at fair value.

o Decrease of €214 million following payment of 2006 income tax. o €274 million reduction in the value of fair value hedges, corresponding to

Telefónica equity swaps as of December, 31, 2007.


44

o Payment in January 2008 of the €101 million dividend against 2007 earnings.

o Increased risk and expense provision of €81 million.

Non‐consolidated income statement summary

January‐December

€ million 2008 2007 (1) Variation Recurring dividends 916 599 53%

Recurring expenses (28) (18) ‐

Operating profit (recurring) 888 581 53%

Release of portfolio provisions ‐ 14 ‐

Net financial income/(expense) (131) 35 ‐

Recurring profit 757 630 20%

Income tax 46 (13) ‐

Recurring net profit 803 617 30%

Non‐recurring dividends 89 1,565 (94%)

Tax credit for reinvestment 127 105 21%

Profit from disposal of investments and other (net of tax) 5 113 (96%)

Impairment losses and other provisions (net of tax) (221) ‐ ‐

Non‐recurring income ‐ 1,783 (100%)

Net profit 803 2,400 (66%)

Note: The above information was prepared in accordance with the accounting principles and measurement criteria set out in the new Spanish General Chart of Accounts. However, for purposes of explaining key data, figures are presented in accordance with the model used by the company’s management. Unaudited figures.

(1) Reformulated according to the new Spanish General Chart of Accounts

Year‐on‐year comparisons are not especially indicative of the performance of a company such as Criteria CaixaCorp, whose core business requires the active investment and divestment of portfolio assets. This was especially the case in 2007 due to the company restructuring prior to its IPO, which unlocked non‐recurring net income of €1,783 million.

Significant income statement figures include the following:

Recurring net profit: The net recurring income for 2008 rose 30% in comparison to 2007. This increased income is the result of a 53% jump in dividend income offset, in part, by the increase in financial costs due to the company's higher debt in 2008.

Breakdown of the company’s dividends in 2008 and 2007 is as follows:


45

January‐December

€ million 2008 2007

Telefónica 203 132

Gas Natural 186 154

Repsol YPF/Repinves 159 135

Abertis / Inversiones Autop. 87 42

SegurCaixa Holding/Crisegen 61 57

Vidacaixa 25 24

BPI / Catalunya de Valores 35 30

Hisusa 26 0

BEA / Negocio de Finanzas e Inversiones I 11 0

Agbar 10 1

BME 10 3

Other 103 21

Total 916 599 53%

Considering investments and disinvestments made in both years, 2008 recurring dividends were up 20% on the same period of 2007, on a like‐for‐like basis.

January‐December

€ million 2008 2007

Telefónica 183 132

Gas Natural 176 154

Repsol YPF/Repinves 159 135

Abertis / Inversiones Autop. 46 42

BPI / Catalunya de Valores 35 30

SegurCaixa Holding/Crisegen 61 57

VidaCaixa 25 24

Hisusa 26 ‐

BME 3 3

Agbar 1 1

Other 5 21

Recurring dividends, same consolidation scope

720 599 20%

Recurring dividends, change in consolidation scope (1)

196 ‐

Total 916 599 53%

(1) Primarily dividends accrued on a non‐like‐for‐like basis (investments/divestments)

Breakdown of Criteria CaixaCorp’s revenues in 2008 and 2007 is as follows:

January‐December € million 2008 2007

Recurring dividends 916 599

Non‐recurring dividends 89 1,565

Revenue 1,005 2,164


46

Net financial income/(expense) as of December 31, 2008 amounted to €131 million, primarily due to credit facility drawdowns used to finance investments. Financial profit as of December 31, 2007 was €35 million, mainly due to available cash from heavy asset sales made at the end of 2006.

Non‐recurring net income: The year 2008 was marked by the global financial crisis in

general and by the losses in stock markets in particular. Against this backdrop and in order to comply with current accounting laws, the Company has recorded some impairment losses (€164 million after tax) and provisions in its investment portfolio to cover possible risks that may arise in the future (€57 million after tax). The amount of the components listed above totalled €221 million after taxes, which was offset by the company’s extraordinary income from the tax deduction for reinvestment (€127 million after tax) and non‐recurring dividends (€89 million after taxes).

Non‐recurring income: in 2007 the restructuring undertaken prior to the IPO generated significant extraordinary income. At December 31, 2007, the €1,350M extraordinary dividend paid by Caixa Barcelona Vida, among others, was recognised. This asset was sold to “la Caixa” as part of the restructuring process.


47

Criteria CaixaCorp consolidated financial statements

€ million 31/12/2008 31/12/2007

Recurring net profit 1,117 1,180

Net profit attributable to the Group 1 1,059 1,726

Average number of weighted shares in circulations (in millions)

3,361 2,789

EPS based on recurring net profit (€) 0.33 0.42

EPS based on total net profit (€) 0.31 0.62

(1) Net profit attributable to the Group is down due to significant divestments in 2007

Criteria CaixaCorp consolidates its shareholdings in accordance with International Financial Reporting Standards (IFRS). In particular:

Subsidiaries and companies in which it exercises control (generally over 50% of voting rights) are fully consolidated.

Jointly‐controlled entities and companies in which the Group exercises significant influence (usually those in which it owns at least 20% of the voting rights) are accounted for using the equity method.

Other investments in which the Group does not exercise significant influence (usually in which it owns less than 20% of the voting rights) are accounted for as available‐for‐sale financial assets.

The following table shows the Criteria CaixaCorp Group’s main investments at December 31, 2008, grouped by the consolidation method applied:

Full consolidation Equity‐consolidated companies Available‐for‐sale assets Insurance Specialized Financial Services Services – Listed Companies Services – Listed Companies

SegurCaixa Holding

100.00% CaixaRenting 100.00% Gas Natural 37.49% Repsol‐YPF 12.68%

VidaCaixa 100.00% Finconsum 100.00% Abertis 25.04% 1 Telefónica 5.01%

SegurCaixa 100.00% InverCaixa Gestión 100.00% Agbar 44.10% BME 5.01%

AgenCaixa 100.00% GestiCaixa 100.00%

GDS‐Correduría

67.00%

Services ‐ Non‐listed companies

International banking International banking

Caixa Capital Desarrollo

100.00% Banco BPI

GF Inbursa 29.38%

20.00%

BEA 9.86%

Holret 100.00% Boursorama 20.95% Erste Group Bank

BCP 4.90%

0.79%

Grupo Port Aventura

100.00%

Note:

(1) Controlling stake is 28.91%.


48

Consolidated balance sheet summary

Highlights of consolidated assets € million 31/12/2008 31/12/2007(2)

Goodwill and other intangible assets 912 905

Property, plant and equipment and investment properties 1,349 1,140

Investments accounted for using the equity method 8,519 5,381

Carrying amount 5,769 4,145

Goodwill (1) 2,750 1,236

Non‐current financial assets 25,308 28,594

Other non‐current assets 482 121

Non‐current assets 36,570 36,141

Current financial assets 4,563 2,689

Cash and cash equivalents 1,543 1,185

Other current assets 825 787

Current assets 6,931 4,661

Total assets 43,501 40,802

Highlights of consolidated liabilities

€ million 31/12/2008 31/12/2007(2)

Equity 12,413 15,014

Provisions for insurance contracts and other 16,445 16,242

Long‐term payables 7,871 4,005

Deferred tax liabilities 901 1,712

Non‐current liabilities 25,217 21,959

Provisions for insurance contracts 418 404

Interest‐bearing loans and borrowings and other 5,210 2,971

Other current liabilities 243 454

Current liabilities 5,871 3,829

Total equity and liabilities 43,501 40,802

(1) Figures at December 31, 2008 include goodwill related to the investments in GF Inbursa (€777 million), Gas Natural (€587 million), BPI (€355 million), Abertis (€691 million), Agbar (€274 million) and Boursorama (€66 million).

(2) In 2008, the allocation was made of intangible assets as the result of the combination of SegurCaixa Holding businesses in 2007. Consequently, the provisional values on the consolidated balance sheet at 12/31/2007 were modified: Increase in goodwill fund and other intangible assets totalling €121 million and an increase in the deferred tax liabilities in the same amount.

Note:

This financial information has been prepared in accordance with IFRS. However, for purposes of explaining key data, figures are presented in accordance with the model used by the company’s management.


49

The main variations in the balance sheet are as follows:

o Goodwill and other intangible assets rose following certain business combinations carried out during the period, namely:

Acquisition in June 2008 from “la Caixa” of the management business for collective investment schemes belonging to Morgan Stanely, previously acquired by “la Caixa,” for €90 million, which generated provisional goodwill of €47 million and final intangible assets of €16 million.

Acquisition from “la Caixa” of the management business for pension funds belonging to Morgan Stanley, previously acquired by “la Caixa,” for €21 million, which generated provisional goodwill of €3 million and final intangible assets of €7 million.

o Investments accounted for using the equity method rose by €3,138 million between December 31, 2007 and December 31, 2008:

€ million

Balance at 31/12/07 5,381

Acquisitions and capital increases

GF Inbursa 1,608

Abertis 516

Gas Natural 288

BPI 188

Agbar 680

Boursorama 3

Conversion differences (269)

Profit for the period and changes in investees’ reserves 124

Balance at 31/12/08 8,519

Breakdown of goodwill funds at December 31, 2008 and 2007 is as follows:

€ million 31/12/2008 31/12/2007

GF Inbursa 777 ‐

Abertis 691 311

Gas Natural 587 422

BPI 355 339

Agbar 274 99

Boursorama 66 65

Goodwill 2,750 1,236


50

o Non‐current financial assets decreased by €3,286 million, mainly due to the net effect

of the following:


Acquisitions and capital increases

Telefónica 338

The Bank of East Asia 68

BME 37

Repsol 3

Erste Group Bank 628

Sales

Telefónica (1)

(1,010)

Other (9)

Insurance company debt instruments and other financial assets (net movement)

576

Valuation adjustments and exchange differences (3,917)

Balance at 31/12/08 25,308

(1) This relates to the fair value of the sale of Telefónica shares in the amount of €726 million for equity‐related shares and €5 million for the ordinary shares.

o Financial Assets have increased by €1,874 million, mainly as a result of increased liquidity generated by the higher sales of insurance company assets with repurchase agreements (€2,180M). This liquidity has its counterparty under the Interest‐bearing loans and borrowings in the current liabilities.

o Group equity decreased by €2,601 million mainly due to a €3,003 million reduction due to a lower valuation of the net capital gains on available‐for‐sale assets. This was partially offset by net profit of €1,083M reported in the period (€1,059M attributable to the Group and €24M to minority shareholders). In addition, a final 2007 dividend of €67 million was paid on June 5, 2008, along with an interim dividend of €504 million on account of 2008 profit.


Valuation adjustments (increase/(decrease)) recognized in equity (3,003)

Profit for the year 1,083

Final dividend – 2007 (67)

Interim dividends – 2008 (504)

Change in reserves

Treasury shares (91)

(19)

Balance at 31/12/08 12,413


51

o The €3,258 million increase in Non‐current liabilities is primarily due to the cash needed for the investment plan.

o The Current liabilities increased €2,042 million mainly for the higher sale of insurance company assets with repurchase agreements has bolstered the Group’s liquidity in the very short term.

Consolidated income statement summary

January‐December

€ million 2008 2007 % Chg

Income from equity instruments (available‐for‐sale assets) 386 276 40%

Net profit of companies accounted for using the equity method 688 670 3%

Net profit of fully‐consolidated companies 164 174 (6%)

Net operating income/(expense) (121) 60 ‐

Recurring net profit 1,117 1,180 (5%)

Net gains on the sale of investments and other non‐recurring profit (58) 546 ‐

Net profit attributable to equity holders of the parent company 1,059 1,726 (39%)

Note: The consolidated income statement has been prepared in accordance with IFRS, although figures are presented according to the group management model.

Income from equity instruments in 2008 increased over 2007 by €110 million (40%) due mainly to increased dividends from Telefónica, S.A. and Repsol, S.A. (€71 million and €24 million respectively).

Net profit of companies consolidated under the equity method has been stable compared to the previous year (€18 million increase, up 3%) due to:

o Higher earnings reported by Gas Natural and Agbar, the increased stakes in Agbar and Abertis, and the investment in GFInbursa in 2008.

o Lower contribution to earnings from BPI, mainly due to the extraordinary losses reported by BPI.


52

Net profit of companies consolidated under the equity method fell €10 million, due mainly to:

o Increased income from the insurance business generating €78 million in net profit, which comes from the acquisition at the end of 2007 of 50% of the SegurCaixa Holding from Fortis, an increase partially offset by amortisations of the intangible assets resulting from the combining of SegurCaixa Holding businesses.

o Decreased trading income due to the economic downturn and reduced consumption.

o Lower profits from the real‐estate business, which was transferred to “la Caixa” during the Group reorganisation (€31 million)

The €181 million variation in net operating income/(expense) attributable to Criteria CaixaCorp (from net operating income of €60 million to net operating expense of €121 million) is mainly due to the rise in Criteria CaixaCorp’s financial debt. As a result of disposals made during this period, Criteria CaixaCorp maintained significant cash reserves for most of 2007.

Net profit from the disposal of investments and other non‐recurring profit The year 2008 was marked by a global economic downturn and widespread losses in stock markets, in particular. Against this backdrop, the Group, in compliance with accounting regulations, has performed tests to determine losses sustained by its investment portfolio. As of December 31, 2008, certain companies recorded total net losses of €124 million. This has been offset by non‐recurring income from deductions for the net reinvestment of €127 million. The Group recognised €57 million net of provisions to cover potential losses in the future.

This heading in the 2007 consolidated income statement included, among other things, the sale of stakes in Suez, Caprabo, OHM Group, and Atlantia (for €220 million, €81million, €45 million, and €30 million, respecitively), the income from the sale of real‐estate assets for €60 million, and deductions for reinvestment totalling €104 million.


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Breakdown of revenue included under net profit of fully‐consolidated companies is as follows:

Highlights of the Criteria CaixaCorp consolidated income statement

January‐December

€ million 2008 2007 % Chg

Income from insurance business 3,197 1,577 103%

Trading income 253 270 (6%)

Other 325 380 (14%)

Income from the insurance business rose 103% to €1,620 million following the addition of the insurance division acquired from SegurCaixa Holding in late 2007.

Trading income fell 6% (€17 million) due to the economic situation prevailing during the period.

The decline in other revenue was mainly due to the fact that revenue from the real estate‐business was recognised in 2007. This business had been sold to “la Caixa” as part of the restructuring process for Criteria CaixaCorp’s IPO.


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Significant events and other filings sent to the CNMV

2/12/2009 OTHER FILINGS:CRITERIA CAIXACORP INFORMS THAT IT WILL PRESENT ITS YEAR‐END RESULTS FOR 2008.

1/30/2009 THE COMPANY RELEASES IMPORTANT INFORMATION REGARDING ITS END OF YEAR PROCESS. 11/21/2008 AT 10:45 THE CNMV LIFTED THE SUSPENSION OF TRADING IN CRITERIA CAIXACORP, S.A. SHARES. 11/21/2008 CRITERIA CONFIRMS IT IS IN NEGOTIATIONS WITH LUKOIL REGARDING THE SALE OF A SIGNIFICANT STAKE IN REPSOL YPF.

11/21/2008 THE CNMV RELEASES ITS DECISION TO SUSPEND TRADING IN CRITERIA SHARES PRIOR TO THE STOCK MARKET’S OPENING

11/20/2008 CRITERIA CAIXACORP FILES INFORMATION REGARDING ITS STAKE IN REPSOL

11/07/2008 OTHER FILINGS: CRITERIA CAIXACORP PRESENTS 3Q08 RESULTS VIA WEBCAST

11/06/2008 OTHER FILINGS: CRITERIA CAIXACORP ISSUES A PRESS RELEASE WITH 3H08 RESULTS VIA WEBCAST 11/06/2008 OTHER FILINGS: THE COMPANY ANNOUNCES A DIVIDEND PAYMENT

011/06/2008 THE COMPANY FILES INFORMATION ON 3Q08 RESULTS

10/28/2008 THE COMPANY AND SUEZ ENVIRONNEMENT HAVE TODAY ACQUIRED 5.03% OF GAS NATURAL FROM HISUSA

10/23/2008 OTHER FILINGS: CRITERIA CAIXACORP TO HOLD A PRESENTATION ON ITS 3Q RESULTS FOR 2008 10/09/2008 CRITERIA CAIXACORP COMPLTES THE ACQUISITION OF 20% OF GRUPO FINANCIERO INBURSA 10/01/2008 CRITERIA CAIXACORP ISSUES A PRESS RELEASE ANNOUNCING THAT IT WILL NOT EXTEND THE BID FOR MANAGING THE

PENNSYLVANIA TURNPIKE

09/18/2008 OTHER FILINGS: CRITERIA CAIXACORP JOINS THE FTSE EUROFIRST 300

09/04/2008 OTHER FILINGS: CRITERIA CAIXACORP JOINS THE DOW JONES SUSTAINABILITY INDEX

09/02/2008 CRITERIA CAIXACORP PRESENTS 1H08 RESULTS VIA WEBCAST

08/28/2008 OTHER FILINGS: CRITERIA CAIXACORP ISSUES A PRESS RELEASE ON 1H08 RESULTS

08/28/2008 OTHER FILINGS: CRITERIA CAIXACORP ISSUES A PRESENTATION ON 1H08 RESULTS

08/28/2008 CRITERIA CAIXACORP SUBMITS A HALF‐YEARLY FINANCIAL REPORT (CNMV FILING)

08/21/2008 OTHER FILINGS: CRITERIA CAIXACORP INFORMS THAT IT WILL PRESENT 1H08 RESULTS

07/30/2008

CRITERIA CAIXACORP AGREES TO BACK GAS NATURAL’S ACQUISITION OF 45.3% OF UNIÓN FENOSA AND ITS SUBSEQUENT BID FOR THE REMAINING SHARE CAPITAL

07/22/2008 CRITERIA CAIXACORP ANNOUNCES ITS INTENTION TO BUY BACK UP TO 44.25 MILLION TREASURY SHARES 06/25/2008 CRITERIA CAIXACORP ANNOUNCES THE ACQUISITION OF FUND MANAGEMENT COMPANIES 06/05/2008 THE COMPANY ISSUES A PRESS RELEASE REGARDING THE RESOLUTIONS ADOPTED AT THE 2008 ANNUAL GENERAL MEETING

06/05/2008 CRITERIA CAIXACORP ANNOUNCES THAT ALL RESOLUTIONS ON THE AGENDA FOR THE ANNUAL GENERAL MEETING WERE APPROVED

06/05/2008 THE COMPANY PUBLISHES THE SPEECH MADE BY MANAGING DIRECTOR, FRANCISCO REYNÉS MASSANET. 06/05/2008 OTHER FILINGS: THE COMPANY ANNOUNCES A DIVIDEND PAYMENT

06/05/2008 CRITERIA CAIXACORP PUBLISHES PROPOSALS RELATING TO THE THIRD ITEM ON THE AGENDA. 06/04/2008 OTHER FILINGS: THE COMPANY ANNOUNCES THAT A MEETING WILL BE HELD ON JUNE 5, 2008 TO DISCUSS THE AGENDA FOR

THE ANNUAL GENERAL MEETING

05/27/2008 THE COMPANY PRESENTS THE PRELIMINARY AGREEMENT TO ACQUIRE A 20% STAKE IN GF INBURSA 05/26/2008 OTHER FILINGS: OTHER FILINGS: CRITERIA CAIXACORP WILL HOLD A CONFERENCE CALL TO DISCUSS THE PRE‐AGREEMENT TO

ACQUIRE 20% OF GF INBURSA

05/26/2008 OTHER FILINGS: CRITERIA CAIXACORP ANNOUNCES THAT IT HAS REACHED A PRELIMINARY AGREEMENT WITH THE MEXICAN GRUPO FINANCIERO INBURSA, TO ACQUIRE 20% OF ITS CAPITAL

05/21/2008 LA CAIXA SENDS ADDITIONAL INFORMATION RELATED TO THE EXCHANGEABLE BONDS ISSUE ON CRITERIA CAIXACORP SHARES

05/20/2008 LA CAIXA INFORMS THAT IT WILL ISSUE EXCHANGEABLE BONDS ON CRITERIA CAIXACORP SHARES 05/19/2008 OTHER FILINGS: CRITERIA CAIXACORP FORMS PART OF THE CONSORTIUM WITH ABERTIS AND CITI, WHICH WON THE TENDER

PROCESS TO MANAGE THE PENNSYLVANIA TURNPIKE

04/30/2008 OTHER FILINGS: CRITERIA CAIXACORP PRESENTS 1Q08 RESULTS VIA AUDIO WEBCAST

04/30/2008 CRITERIA CAIXACORP PUBLISHES INFORMATION ON 1Q08 RESULTS

04/29/2008 OTHER FILINGS: CRITERIA CAIXACORP INFORMS THAT IT WILL PRESENT 1Q08 RESULTS

04/29/2008 OTHER FILINGS: CRITERIA CAIXACORP ISSUES A PRESS RELEASE ON 1Q08 RESULTS

04/29/2008 PROPOSED AGREEMENTS AND BOARD OF DIRECTOR'S REPORTS FOR THE ANNUAL GENERAL MEETING 04/29/2008 THE ANNUAL GENERAL MEETING IS CONVENED

04/29/2008 CRITERIA CAIXACORP ANNOUNCES THE PUBLICATION OF ITS 2007 ANNUAL FINANCIAL REPORT AND PROPOSED FINAL DIVIDEND

04/29/2008 CRITERIA CAIXACORP ANNOUNCES THE APPOINTMENT OF ITS NEW VICE CHAIRMAN

04/29/2008 THE COMPANY PUBLISHES ITS 2007 ANNUAL CORPORATE GOVERNANCE REPORT

03/31/2008 CRITERIA CAIXACORP ANNOUNCES THAT IT HAS SIGNED A CONTRACT TO ACQUIRE MORGAN STANLEY WEALTH MANAGEMENT, S.V., S.A.’S MUTUAL AND PENSION FUND MANAGEMENT BUSINESS FROM “LA CAIXA”

03/27/2008 NOTIFICATION OF THE PURCHASE OF AN ADDITIONAL 3% OF ABERTIS

02/28/2008 CRITERIA CONFIRMS COMPLIANCE WITH THE COMMITMENT REGARDING SHARES HELD BY THIRD PARTIES AS SET OUT IN THE PROSPECTUS FOR THE AGUAS DE BARCELONA TAKEOVER BID

02/08/2008 THE COMPANY REPORTS 2H07 RESULTS

http://www.criteria.com/StaticFiles/StaticFiles/501fbf692af37110VgnVCM200000128cf10aRCRD/en/HR_HISUSA_ACCS_GN_28NOV08.pdf

http://www.criteria.com/StaticFiles/StaticFiles/501fbf692af37110VgnVCM200000128cf10aRCRD/en/OC_INBURSA_CONFERENCE_CALL.pdf

http://www.criteria.com/StaticFiles/StaticFiles/501fbf692af37110VgnVCM200000128cf10aRCRD/en/OC_INBURSA_CONFERENCE_CALL.pdf


55

02/08/2008 OTHER FILINGS: CRITERIA CAIXACORP PRESENTS 2007 RESULTS VIA WEBCAST

02/08/2008 OTHER FILINGS: CRITERIA CAIXACORP ISSUES A PRESS RELEASE ON 2007 RESULTS

02/08/2008 OTHER FILINGS: CRITERIA CAIXACORP PRESENTS 2007 RESULTS. PRESS CONFERENCE

02/07/2008 OTHER FILINGS: CRITERIA CAIXACORP ANNOUNCES THAT IT WILL MAKE A PRESENTATION ON 2007 RESULTS 02/01/2008 THE COMPANY PUBLISHES ITS STAKES IN LISTED SPANISH COMPANIES ON DECEMBER 31, 2007 02/01/2008 THE COMPANY FILES INFORMATION CONCERNING THE AGREEMENT BETWEEN CAJA DE AHORROS Y PENSIONES DE

BARCELONA AND MORGAN STANLEY TO ACQUIRE MORGAN STANLEY WEALTH MANAGEMENT S.V., S.A. 01/18/2008 CRITERIA RELEASE: THE OUTCOME OF THE TAKEOVER BID FOR SOCIEDAD GENERAL DE AGUAS DE BARCELONA

01/18/2008 THE CNMV ANNOUNCES: THE OUTCOME OF THE TAKEOVER BID FOR SOCIEDAD GENERAL DE AGUAS DE BARCELONA

01/03/2008 FILING ON THE BEA SHARE SUBSCRIPTION AND THE FINAL PAYMENT VALUE

Further information on these significant events can be found on the Comisión Nacional del Mercado de Valores (Spanish securities market regulator) website (www.cnmv.es) and on Criteria CaixaCorp’s website (www.criteria.com).

http://www.cnmv.es/

http://www.criteria.com/


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Disclaimer

This document contains estimates made by the Company or its management at the date of preparation. Some of these estimates relate to the market value of the non‐listed companies included in Criteria CaixaCorp’s portfolio.

Such estimates were based on an individual valuation of each of the Company’s holdings (not as an overall investment portfolio). Such asset‐by‐asset valuations may result in a higher value than that which would be obtained in a simultaneous sale of more than one asset or in an en bloc sale. In that regard, the Company’s shares may be traded at a discount in relation to the NAV. This occurs with the shares of certain European holding companies for various reasons, such as market conditions, liquidity factors, or the current or forecast performance of a company or its investees.

As a result, neither the NAV of the Company nor the estimated market value of the Company’s shares should be considered an approximate indication of the prices that could be obtained from a sale of assets on the open market or an appropriate indication of the prices at which the shares of Criteria CaixaCorp may be listed on the Spanish stock exchanges

In addition, the Company’s NAV will fluctuate over time with the changes in the value of its portfolio and, as a result, shareholders might not recover their initial investment in a subsequent sale of their shares. In that regard, shareholders should keep in mind that historical returns do not guarantee future performance.

Criteria CaixaCorp is under no obligation to provide public notification of the results of any review that may be made of these representations to adapt them to events or circumstances subsequent to this presentation, including, among others, changes to the Company’s business, its business strategy, or any other possible unexpected circumstance. The contents of this statement should be taken into account by any persons or entities that may have to take decisions or prepare or disseminate opinions relating to securities issued by the Company and, in particular, by the analysts and investors handling this document. All such parties are invited to consult the public documentation and information Criteria CaixaCorp submits to the Spanish securities market regulator (Comisión Nacional del Mercado de Valores, CNMV). The unaudited financial information contained in this document has been prepared in accordance with International Financial Reporting Standards (IFRS) and the new Spanish General Chart of Accounts.


57

Av, Diagonal, 621‐629, T.II

08028 Barcelona (Spain)

Tel +34 93 409 2121

Fax +34 93 330 9727

www.criteria.com

presentation of results - caixabank€¦ · presentation of results january ‐ ... caixa” group....

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