Bankia S A : Notice calling the Extraordinary General Meeting of Shareholders and the texts of the proposed resolutions.

Inscrita en el Registro Mercantil de Valencia, Tomo 9.341, Libro 6.623, Folio 104, Hoja: V-17.274. CIF: A-14010342

OTHER RELEVANT INFORMATION

Pursuant to article 227 of the consolidated text of the Securities Market Act, approved by Legislative Royal Decree 4/2015 of 23 October 2015, the full text of the notice of the call of the Company's Extraordinary General Shareholders' Meeting, to be held on 1 December 2020 on first call and on 2 December 2020 on second call, and expected to be held on first call, at the Palacio de Congresos in the city of Valencia, is hereby sent for publication on the CNMV's website. The notice has been published today in the Mercantile Registry Official Gazette (Boletín Oficial del Registro Mercantil - BORME) and on the Company's website (www.bankia.com).

Also, attached are the complete texts of the proposed resolutions.

The directors' reports on the items on the agenda that so require, together with the other documentation relating to the Extraordinary General Meeting, are available on the Company's website (www.bankia.com).

In accordance with the provisions of the Company's Bylaws, the General Meeting Regulations, as well as with applicable legislation, the Board of Directors has agreed to also enable online attendance at the Extraordinary General Meeting, so that shareholders who so wish may attend and participate in the General Meeting remotely in real time connection.

In view of the current situation resulting from Covid-19, the general meeting notice of call includes a recommendation to attend online and will state the circumstances in which, subject to prior announcement by the Company, the General Meeting would be held at the announced dates and times exclusively online, that is, without physical attendance by shareholders or their representatives.

Madrid, 27th October 2020

BANKIA, S.A.

This document is a translation of an original text in Spanish. In case of any discrepancy between the English and the Spanish version, the Spanish version will prevail.

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NOTICE OF CALL

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF BANKIA, S.A.

DECEMBER 2020

The Board of Directors of Bankia, S.A. ("Bankia" or the "Company") has agreed to call the shareholders to the Extraordinary General Meeting of Shareholders to be held in Valencia, at the Palacio de Congresos - Avenida de las Cortes Valencianas nº 60, on 1 December 2020, at 12:00 a.m., on first call or, if the necessary quorum is not reached, on second call, on 2 December 2020, at the same place and time. It is expected that it will be held on first call, in accordance with the following

AGENDA

1. Approval of the merger by absorption of Bankia, S.A. by CaixaBank, S.A. with the extinction of the absorbed company and the transfer en bloc of all its assets and liabilities, universally, to the absorbing company, in accordance with the joint merger plan dated 17 September 2020. Replacement of the merger balance sheet with the semi-annual financial report of Bankia, S.A. as closed at 30 June 2020. Admission to the special tax regime. Delegation of authority, with the authority to subdelegate.
2. Approval of the performance of the Board of Directors.
3. Delegation of authority to the Board of Directors, with authority to subdelegate, for the formal execution, interpretation, correction and implementation of the resolutions adopted at the General Meeting.

PARTICIPATION IN THE GENERAL MEETING IN VIEW OF THE CURRENT PUBLIC HEALTH RISK POSED BY THE COVID-19 PANDEMIC

Given the exceptional context derived from the situation generated by the Covid-19 pandemic and in order to preserve the general interests and health of the people, the Board of Directors recommends that shareholders exercise their voting and delegation rights prior to the General Meeting by means of remote communication or attend the General Meeting by telematic means, under the terms set out in this notice of call, thus avoiding as far as possible physical attendance at the place where the General Meeting will be held.

RIGHT TO SUBMIT NEW PROPOSED RESOLUTIONS

In accordance with the provisions of article 519 of the Corporations Act, shareholders representing 3% or more of the share capital may submit reasoned proposals for resolutions on matters already included or which should be included on the Agenda.

This right will be exercised by sending certifiable notice to the Company, which must be received at the registered office at Calle Pintor Sorolla, 8, 46002 Valencia, to the attention of the Secretary of the Board of Directors, within five days following publication of this notice of call.

This written notice must state the name or company name of the shareholder or shareholders making the request and must enclose the appropriate documentation -a copy of the Attendance, Proxy and Remote Voting Card or certificate of entitlement- evidencing shareholder status, in order to check this information against that provided by Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U. (Iberclear), and the content of the proposal or proposals made by the shareholder.

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The Company will post on the website the proposed resolutions submitted by the shareholders and any attached documents as they are received.

RIGHT OF ATTENDANCE

Any individual or legal person that holds or represents at least 500 shares of Bankia registered in the name of the holder or, if applicable, of the represented person in the corresponding accounting register five days prior to the date on which the General Meeting is to be held is entitled to attend.

Shareholders who wish to physically attend the General Meeting must accredit their ownership of the corresponding 500 shares of the Company at the entrance to the premises where the General Meeting is held, by means of the corresponding Attendance, Proxy and Remote Voting Card, which will indicate the number, class and series of the shares they own, as well as the number of votes they may cast. The Card will be issued by the Company or by the custodians of the shares to the holders of the shares providing evidence of having registered them five days prior to the date on which the General Meeting is to be held on first call.

For the purposes of providing proof of identity of the shareholders or of those validly representing them, on entry to the venue where the General Meeting is to be held the attendees may be asked, together with presentation of the Attendance, Proxy and Remote Voting Card, for proof of identity through the presentation of the National Identity Card or any other current, official document that is generally accepted for these purposes. The venue will be open to shareholders who hold or represent at least 500 shares from 11:00 AM onward, both on first and on second call, as the case may be.

If the current regulations limiting the capacity of the premises where the General Meeting is held remain in force as a result of the situation generated by Covid-19, in any case and in order to respect the equality of treatment of shareholders, access to the premises will be in strict order of arrival of shareholders and representatives.

In the event that the aforesaid capacity limit is reached and therefore it is not possible for more people to attend the General Meeting, the shareholders or their representatives are warned that at that time it will no longer be possible to participate through alternative means (voting and proxy prior to the General Meeting by remote communication means or attendance by electronic means), and therefore it is especially advisable to participate and register in advance through any of the alternative channels under the terms provided in this announcement.

Notwithstanding the provisions of the preceding paragraphs, the requirements and rules for telematic attendance of shareholders and proxies are regulated in the "Telematic attendance at the General Meeting" section of this announcement.

PROXY AND REMOTING VOTING

Shareholders may appoint proxies and vote by remote means of communication before the General Meeting is held, in accordance with the provisions of articles 25 and 31 of the Bylaws and articles 8, 8 bis and 20 of the General Meeting Regulations. The mechanisms for on-line voting and appointment of proxies prior to the Meeting will be available on the Bankia website (www.bankia.com) as from 27 October 2020, and will be closed at midnight of the day before the date scheduled for holding the General Meeting on first call.

The person in whose favour the proxy and vote are granted shall attend the General Meeting in person, either physically or by telematic means, provided that he or she reaches the minimum number of shares conferring the right to attend. In the event that the representative physically attends the General Meeting, he must present the Attendance, Proxy and Remote Voting Card at the registration desks for entering shareholders, at the place and on the day indicated for the holding of the General Meeting and from one hour before the time scheduled for the beginning of the meeting.

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In the event that the representative attends the General Meeting telematically, he must follow the instructions provided in the "Telematic attendance at the General Meeting" section of this announcement.

Proxies may be revoked at any time and if the represented shareholder attends the General Meeting, whether physically or electronically, the proxy is automatically revoked. In any case, the provisions of paragraph "5. Deadline for delegation and voting prior to the General Meeting and priority rules" below must be complied with.

If the shareholder represented attends, the representative may not attend the General Meeting and if the representative attends, he or she will not be entitled to vote or participate in representation of that person and may be required to leave the General Meeting.

The proxy must be granted specifically for each General Meeting, in writing, and may be granted by remote means of communication.

If the shareholder has issued instructions, the representative will cast the vote in accordance with said instructions and is obliged to keep a copy of them for one year after the date of the General Meeting.

A proxy may represent more than one shareholder, with no limit regarding the number of shareholders represented. A proxy representing multiple shareholders may cast conflicting votes based on the instructions given by each shareholder.

The documents stating the proxies for the General Meeting must include at least the following information:

1. Date on which the General Meeting is held and the Agenda.
2. Identity of the represented shareholder and the proxy. If not specified, the proxy will be deemed to have been granted to the Chairman of the Board of Directors, without prejudice to the provisions below with regard to conflict of interests.
3. Number of shares held by the shareholder granting the proxy.
4. Instructions on the way in which to cast the vote of the shareholder granting the proxy on each point on the Agenda.

The rules set out in the preceding paragraphs do not apply if the representative is the spouse, ascendant or descendent of the represented shareholder and is accredited as such, or if said representative has general power of attorney granted by public deed, with powers to manage all of the represented shareholder's property in Spain, and presents said deed as evidence thereof.

In all cases, the number of shares represented will be calculated to establish the quorum obtained for valid constitution of the General Meeting.

The Chairman of the General Meeting or the persons designated to manage the meeting will be deemed authorised to determine the validity of the proxies granted and compliance with the requirements for attendance at the General Meeting.

Shareholders casting votes remotely, whether by mail or on-line, will be considered to be in attendance for the purposes of the quorum of the General Meeting.

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