CaixaBank S A : files the Report issued by the Board of Directors in relation to the proposals on the appointment of Directors.

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Other Relevant Information

In relation to the Extraordinary General Shareholders' Meeting of CaixaBank, S.A. which has to resolve on the merger with Bankia, S.A. and will be held in Valencia, on 2 December 2020 at 11:00 am at first call, and in the event that it could not be held at first call, on 3 December 2020, at second call, the Report issued by the Board of Directors in relation to the proposals on the appointment of Directors referred to in items 3.1, 3.2, 3.3, 3.4, 3.5 and 3.6 of the agenda of said Meeting is attached.

The General Shareholders' Meeting is expected to be held on second call, i.e. on 3 December 2020, at the time and venue mentioned above.

In accordance with the By-laws, the Regulations of the General Shareholders' Meeting and prevailing law and regulations, the Board of Directors has agreed to also allow for remote attendance of the Extraordinary General Shareholders' Meeting, thus enabling shareholders who so wish to attend and take part in the General Shareholders' Meeting via a remote, real-time connection.

The aforementioned Report together with the rest of the documentation related to the Extraordinary General Meeting of Shareholders as well as the Document issued in accordance with Regulation (EU) 2017/1129 (which includes pro forma financial information and the corresponding independent reasonable assurance report issued by PriceWaterhouseCoopers) will be made available to shareholders and investors on the corporate website www.CaixaBank.com.

27 October 2020.

© CaixaBank, S.A., 2020	1

REPORT BY THE BOARD OF DIRECTORS OF CAIXABANK, S.A. ON THE PROPOSED APPOINTMENTS OF DIRECTORS

Board of Directors - 23 October 2020

2020 Extraordinary General Shareholders' Meeting - Report on proposed appointments of directors

I. PURPOSE OF THE REPORT

This report has been prepared by the Board of Directors of CaixaBank, S.A. ("CaixaBank" or the "Company"), in compliance with the provisions of Article 529 decies of the Capital Companies Law, which requires the preparation of a report by the Board assessing the competence, experience and merits of the persons whose appointment is subject to approval at the extraordinary General Shareholders' Meeting of the Company, scheduled for day 2 December 2020 at the first call, and for the following day at the second call, under item 3 on the agenda titled "Appointment of directors on occasion of the Merger".

Clause 16.1.1 of the joint draft terms of merger by absorption of Bankia, S.A. by CaixaBank, S.A., (the "Draft Terms of Merger"), the approval of which will be laid before the extraordinary General Shareholders' Meeting as item 2 on the agenda, envisions the partial renewal of the Board of Directors of CaixaBank as described below.

Pursuant to Article 529 decies of the Capital Companies Law (Ley de Sociedades de Capital), the appointment of Mr. Joaquín Ayuso García, Mr. Francisco Javier Campo García and Ms. Eva Castillo Sanz, as members of the Board of Directors, all acting as independent directors, for a four-year term is subject to approval by the extraordinary General Shareholders' Meeting at the proposal of the Appointments Committee.

The extraordinary General Shareholders' Meeting will likewise be asked to approve the appointment of Mr. José Ignacio Goirigolzarri Tellaeche, as executive director, for a four-year term of office, on the recommendation of the Appointments Committee.

The appointment of Ms. Teresa Santero Quintillá, as a proprietary director and for a four-year term, as nominated by the FROB Governing Committee (due to the stake it will hold in CaixaBank, S.A. through wholly-owned company BFA Tenedora de Acciones, S.A.U., once the Merger has been completed) and by BFA Tenedora de Acciones, S.A.U. Board of Directors, will also be submitted to the extraordinary General Shareholders' Meeting for its approval, on the recommendation of the Appointments Committee.

Lastly, the extraordinary General Shareholders' Meeting will be asked to approve the appointment of Mr. Fernando Maria Costa Duarte Ulrich under the category of 'other non- executive director', for a four-year term of office, on the recommendation of the Appointments Committee.

Both the proposals and the reports of the Appointments Committee have been attached to this report as appendices.

The effectiveness of the appointments is subject to the filing of the Merger with the Companies Registry and to verification of the suitability of each candidate to serve as director by the competent banking supervisory body.

In accordance with Clause 16.1.1 of the Draft Terms of Merger, Mr. Jordi Gual Solé, Ms. Maria Teresa Bassons Boncompte, Mr. Alejandro García-Bragado Dalmau, Mr. Ignacio Garralda Ruiz de Velasco, and Fundación CajaCanarias, represented by Ms. Natalia Aznárez Gómez, are due to relinquish their seats on the Board of Directors of CaixaBank, S.A. and have therefore tendered their resignation to the Board ahead of the Merger.

It is hereby noted that the Company wishes to maintain the number of Board members at fifteen (15), this number falling within the limits set out in the By-laws and also being within the threshold envisioned in Recommendation 13 of the current Good Governance Code of Listed Companies. If, for any reason, the position of director cannot be filled with the proposed candidates to be submitted to the extraordinary General Shareholders' meeting under item 3 on the agenda, the vacancies will remain unfilled until the new directors are appointed, whether via the co-option of another candidate by the Board of Directors itself

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2020 Extraordinary General Shareholders' Meeting - Report on proposed appointments of directors

following the General Shareholders' Meeting, or via the appointment of another candidate at a subsequent General Shareholders' Meeting.

In addition, for the purpose of Article 518 e) of the Capital Companies Law, this report contains information on the identity, experience and category of each of the candidates whose name has been put forward and it shall be published, together with the attached recommendations and report by the Appointments Committee, on the Company's website as part of the documentation regarding the extraordinary General Shareholders' Meeting.

Lastly, pursuant to Article 540.4 c) of the Capital Companies Law, it is hereby stated that as part of the proposed appointments subject to approval by the extraordinary General Shareholders' Meeting, the diversity objectives established in the Policy on Selection, Diversity and Assessment of the Suitability of Directors and Members of Senior Management and Other Key Function Holders at CaixaBank and its Group have been duly taken into account, placing a particular emphasis on promoting diversity of gender, knowledge, training and professional experience, age and geographic origin in the collective composition of the Board, while avoiding all forms of discrimination.

In particular, close attention has been paid to Recommendation 15 of the Good Governance Code of Listed Companies of the Spanish National Securities Market Commission (CNMV), which calls upon companies to ensure that the percentage of female directors never falls below 30% of the total membership of the Board of Directors and that, prior to year-end 2022, the number of female directors accounts for at least 40% of all members of the Board of Directors. Specifically, the proposals subject to approval by the General Shareholders' Meeting bring about that the percentage of female directors remains at 40% of the total number of directors.

Similarly, the number of independent directors has increased and will now represent 60% of the total membership of the Board of Directors of CaixaBank, S.A., in accordance with best corporate governance practices and Recommendation 16 of the Good Governance Code, which insists that the number of independent directors must represent at least half of the total number of directors.

1. APPOINTMENT OF Mr. JOSÉ IGNACIO GOIRIGOLZARRI TELLAECHE (ITEM 3.1 ON THE AGENDA)

Professional and biographic profile

Born in 1954, he holds a degree in Economic and Business Sciences from the University of Deusto, Faculty of Economics (Bilbao) and a degree in Finances and Strategic Planning from the University of Leeds (United Kingdom).

He has been the chairman of Bankia, S.A. and of BFA Tenedora de Acciones, S.A.U. since 9 May 2012 and he also chairs the Technology and Innovation Committee of Bankia, S.A. He is vice-chairman of CECA, trustee of CEDE and of the Pro Real Academia Española Foundation and honorary trustee of the Spain-USA Board Foundation, chairman of Deusto Business School, chairman of the Advisory Board of the Instituto Americano de Investigación Benjamin Franklin and chairman of Garum Foundation. He is also chairman of Fundación Bankia por la Formación Dual.

He began his professional career at Banco de Bilbao in 1977, where he served as general director of BBV and sat on the Management Committee, with responsibilities in the realm of commercial banking in Spain and operations in Latin America. Goirigolzarri was responsible for Retail Banking at BBVA and served as Chief Executive Officer there until 2009. During that period, he also held directorships at BBVA-Bancomer (Mexico), Citic Bank (China) and CIFH (Hong Kong). He furthermore served as vice chairman at Telefónica and Repsol and Spanish chairman of the Spain-USA Foundation.

Director category

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