EUR 1000.00 For Business Accounts Only

Bankinter - AGM 19 March 2020

In item 7, the Board proposes to approve the distribution in kind to the shareholders of 82.6% of the shares of Línea Directa Aseguradora ("LDA"), an insurance company fully owned by Bankinter. The transaction was announced in December 2019, and it aims to separate the direct insurance business from Bankinter's banking business.  After the completion of the transaction, which is expected in the third quarter of 2020, Bankinter will maintain 17.4% of the share capital and, subject to authorisation, LDA shares will be listed on the Spanish stock exchanges. All LDA shares are of the same class and the company respects the "one share ± one vote" principle. In our opinion, both Bankinter and LDA will benefit from the separation, because it will allow higher flexibility in the management of the banking and insurance businesses, which are subject to different regulatory requirements. Therefore, we recommend approval.

In item 10.1, the Board proposes to partially amend the 2019-2021 Directors' remuneration policy, by including "corporate transactions " among the special circumstances arising during the vesting period of incentives, in which the Board may modify the number of shares to be delivered as part of the variable remuneration (i.e., legal or regulatory requirements/recommendations, or corporate transactions, which directly affect the initial value of the shares granted, such as capital increases, stock splits, mergers or acquisitions etc.).  The proposed amendment to the policy is in line with market practices, and, in our opinion, it is necessary to guarantee fairness in the remuneration system in view of the proposed distribution of LDA shares. Also taking into account that the executives' remuneration is reasonable and adequately structured to align their interests with the sustainable creation of value in the long term, we recommend approval.