EUR 1000.00 For Business Accounts Only

Bankia SA - AGM 23 March 2021

The merger between Bankia and CaixaBank approved by their EGMs held on 1 and 3 December 2020, respectively, is still in process. The Board has deemed it appropriate to submit the re-election of 6 Directors: Mr. Goirigolzarri, Mr. Ortega, Mr. Cosmen, Mr. Feito, Mr. Fernández and Ms. González, for a 4-year term, although it is estimated that in a short period of time the merger will be completed, resulting in the extinction of Bankia and,  consequently, the automatic termination of all the mandates of the members of the Board in such capacity.

The independence on the Board is sufficient (69%) and no concerns arise over the experience or aggregate time commitments of the Directors proposed in items 2.1 to 2.6; hence, we recommend that shareholders support those resolutions.

In item 4, shareholders are called on the annual advisory vote of the 2020 Directors’ Remuneration Report. We commend the executive Directors for waiving the variable remuneration in light of the pandemic. The quality of disclosure is in line with Spanish market practice, and overall remuneration amounts are reasonable (€500’000 for the executives' base salary and aggregate variable remuneration capped at €300’000, and €100’000 for non-executives), due to the fact that Bankia received financial support from the State and it is still controlled by the Government (until the acquisition by CaixaBank is completed). Severance payments are capped at 2 years of fixed remuneration, in line with best practices in Spain. For all aforementioned reasons, we recommend that shareholders support this resolution.