REPORT OF THE BOARD OF DIRECTORS OF BANKIA, S.A. … · UNDER THE CATEGORY OF INDEPENDENT DIRECTOR,...

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REPORT OF THE BOARD OF DIRECTORS OF BANKIA, S.A. FOR THE PURPOSES OF ARTICLE 529 DECIES OF THE SPANISH CORPORATIONS ACT, IN CONNECTION WITH THE RESOLUTION TO APPOINT MR ANTONIO GREÑO HIDALGO AS A MEMBER OF THE BOARD OF DIRECTORS, UNDER THE CATEGORY OF INDEPENDENT DIRECTOR, AND WHICH IS SUBMITTED TO THE ORDINARY GENERAL SHAREHOLDERS’ MEETING OF 15 MARCH 2016 UNDER POINT 2 OF THE AGENDA.

Section 4 of article 529 decies of the Consolidated Text of the Spanish Corporations Act (Ley de Sociedades de Capital) approved by Royal Legislative Decree 1/2010 of 2 July 2010 establishes that the Appointments Committee is responsible for making proposals to appoint or reelect members of the Board of Directors in the case of independent directors. Furthermore, Section 5 of Article 529 decies establishes that the Board of Directors must attach a justifying report containing an assessment of the proposed candidate’s competence, experience and merits, to the proposal for the appointment as a member of the board. Therefore, in order to formalise and justify the proposal to appoint Mr Antonio Greño Hidalgo for the bylaws-mandated term of four years as an independent director, submitted by the Appointments Committee, the Board of Directors of Bankia, S.A. (the “Bank” or the “Company”) has drawn up this report, which is attached to the proposal to appoint Mr Greño to the Company’s Board of Directors as an independent director, which is submitted to the Company’s General Shareholders’ Meeting. In order to make the aforementioned proposal, the Board has reviewed the favourable report issued by the Appointments Committee in accordance with the provisions of Section 6 of Article 529 decies of the Corporations Act, having carried out an analysis of the current composition of the Board and its requirements, evaluating the conditions that directors must fulfil in performing their duties and the dedication required to correctly undertake their role. The Board of Directors has assessed Mr Antonio Greño Hidalgo’s competence, merits and experience with regards to his appointment based on the following information: 1. Mr Greño has held various positions of responsibility throughout his career, which

demonstrate his ability to manage the Company in a sound and prudent manner.

2. Professional career: Director of BFA, Tenedora de Acciones, S.A.U. (2015-to present) Director of Catalunya Bank (2014-2015) Partner responsible for the financial sector at PwC España (2004-2014) Member of the PwC EMEA (Europe, Middle East and Africa) financial sector

management committee (2004-2010). Member of the PwC business audit and consultancy management committee

(2004-2010). International partner of PwC since 1995.

3. Academic profile:

Degree in Business Science from the University of Valencia (1979). Diploma in Business Studies from the business school of the University of Valencia

(1977).

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Certified Public Accountant. Advanced course on Financial Derivative Instruments at the Futures and Options

Institute (Madrid).

Mr Greño’s academic background and career described in the preceding paragraphs demonstrate that he has extensive knowledge and experience in the field of financial institutions at national and international level. The Board of Directors therefore considers that Mr Greño fulfils the conditions to dedicate the necessary time to effectively perform his role and that he has sufficient available time to correctly carry out his duties. Notwithstanding the assessment that, if applicable, the Bank of Spain or the European Central Bank must make, his suitability for the role was verified by the Appointments Committee of the board of Bankia applying the new requirements established in Royal Decree 84/2015 of 13 February, which implements Law 10/2014 of 26 June on the organisation, supervision and solvency of credit institutions. Bankia has a procedure in place to continuously evaluate the suitability of its directors, which has shown that Mr Antonio Greño Hidalgo fulfils the necessary suitability requirements for performing the role. Similarly, based on the information provided, Mr Antonio Greño Hidalgo complies with the limit on the maximum number of roles that can be held, established by article 26 of Law 10/2014 of 26 June, and it is deemed that he is able to dedicate sufficient time to perform the duties of this role. The Board of Directors also believes that, in line with best corporate governance practices, the Company’s Board of Directors should continue to comprise 11 directors, of which eight should have the status of independent directors. Mr Greño therefore has the necessary competence, knowledge, experience and merits to perform his duties as director of the Company in accordance with the terms provided by law and the bylaws, and is a person with a history of good professional and business repute, leaving no doubt as to his ability to manage the Company in a sound and prudent manner. He is able to exercise good governance in the Company, and no factors suggesting a continuing or structural conflict with the interests of the Company or preventing him from devoting sufficient time to his duties have been detected. In conclusion, in the opinion of the Board of Directors and taking into account the proposal and the favourable report issued by the Appointments Committee, Mr Greño has the necessary competence, experience and merits for the purposes of proposing to the Annual General Shareholders’ Meeting of Bankia, S.A. his appointment to the Company’s Board of Directors as an independent director, for the bylaws-mandated term of four years.

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BANKIA APPOINTMENTS COMMITTEE

REPORT ON THE PROPOSAL TO APPOINT AN INDEPENDENT DIRECTOR

Mr Antonio Greño Hidalgo

The Appointments Committee of Bankia, S.A. (“Bankia” or the “Company”), in exercising the powers attributed to it under article 15.6.b) of the Company’s Board of Directors Regulations, for the purposes established in article 529 decies of the Spanish Corporations Act and in accordance with the Company’s Director Selection Policy, hereby presents this proposal to the Board of Directors to appoint Mr Antonio Greño Hidalgo as an “independent director” on the Board, for the bylaws-mandated term of four-years, for submission to the General Shareholders’ Meeting. Accordingly, in order for the Appointments Committee to formalise and justify the proposal to appoint Mr Antonio Greño Hidalgo as an independent director, the Committee has drawn up this report, proposing the appointment of Mr Greño as a member of the Company’s Board of Directors, as an independent director, and which shall be submitted to the Company’s General Meeting of Shareholders. The Committee has therefore analysed the current composition of the Board of Directors, verifying that the Board’s members include directors with the knowledge, competence and experience that, taken as a whole, enable it to correctly perform its functions, which has been taken into consideration when submitting the proposal and report to the Board relating to the appointment of members of the Board to be put to the next Ordinary General Shareholders’ Meeting of the Company. In accordance with Section 6 of article 529 decies of the Corporations Act, the Appointments Committee has assessed Mr Antonio Greño Hidalgo’s competence, merits and experience with regards to his appointment based on the following information: 1. Mr Greño has held various positions of responsibility throughout his career, which

demonstrate his ability to manage the Company in a sound and prudent manner.






(1977). Certified Public Accountant.

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Advanced course on Financial Derivative Instruments at the Futures and Options Institute (Madrid).

Mr Greño’s academic background and career described in the preceding paragraphs demonstrate that he has extensive knowledge and experience in the field of financial institutions at national and international level. The Appointments Committee therefore considers that Mr Greño fulfils the conditions to dedicate the necessary time to effectively perform his role and that he has sufficient available time to correctly carry out his duties. Notwithstanding the assessment that, if applicable, the Bank of Spain or the European Central Bank must make, his suitability for the role has been verified by the Appointments Committee of the Bankia board applying the new requirements established in Royal Decree 84/2015 of 13 February, which implements Law 10/2014 of 26 June on the organisation, supervision and solvency of credit institutions. Bankia has a procedure in place to continuously evaluate the suitability of its directors, which has shown that Mr Antonio Greño Hidalgo fulfils the necessary suitability requirements for performing the role. Similarly, based on the information provided, Mr Antonio Greño Hidalgo complies with the limit on the maximum number of roles that can be held established in article 26 of Law 10/2014 of 26 June, and it is deemed that he is able to dedicate sufficient time to perform the duties of this role. The performance of these roles does not raise any questions of incompatibility with his role of independent director in Bankia. The Appointments Committee also believes that, in line with best corporate governance practices, the Company’s Board of Directors should continue to comprise 11 directors, of which eight should have the status of independent directors. Mr Greño therefore has the necessary competence, knowledge, experience and merits to perform his duties as director of the Company in accordance with the terms provided by law and the bylaws, and is a person with a history of good professional and business repute, leaving no doubt as to his ability to manage the Company in a sound and prudent manner. He is able to exercise good governance in the Company and no factors suggesting a continuing or structural conflict with the interests of the Company or preventing him from devoting sufficient time to his duties have been detected. In conclusion, in the opinion of the Appointments Committee, Mr Greño has the necessary competence, experience and merits for the purposes of proposing to the annual general meeting of shareholders of Bankia, S.A. his appointment to the Company’s Board of Directors as an independent director, for the bylaws-mandated term of four years.

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CURRICULUM VITAE Mr Antonio Greño Hidalgo 1. Academic profile:


(1977). Certified Public Accountant. Advanced course on financial derivative instruments at the Futures and Options

Institute (Madrid).




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REPORT OF THE BOARD OF DIRECTORS OF BANKIA, S.A. FOR THE PURPOSES OF ARTICLE 529 DECIES OF THE SPANISH CORPORATIONS ACT, IN CONNECTION WITH THE RESOLUTION TO REELECT MR JOSÉ SEVILLA ÁLVAREZ AS A MEMBER OF THE BOARD OF DIRECTORS, UNDER THE CATEGORY OF EXECUTIVE DIRECTOR, AND WHICH IS SUBMITTED TO THE ORDINARY GENERAL SHAREHOLDERS’ MEETING OF 15 MARCH 2016 UNDER POINT 2 OF THE AGENDA. In line with the considerations highlighted by the European Central Bank (ECB) in relation to establishing a procedure that ensures the correct renewal of members of the Board of Directors, of particular relevance as the majority of directors’ mandates end on the same date, it is proposed to partially renew the mandates of members of the board. Section 5 of Article 529 decies of the Consolidated Text of the Spanish Corporations Act approved by Royal Legislative Decree 1/2010 of 2 July 2010, establishes that the Board of Directors must attach a justifying report containing an assessment of the proposed candidate’s competence, experience and merits, to the proposal for reelection as a member of the board. Therefore, in order to formalise and justify the proposal to reelect Mr José Sevilla Álvarez as an executive director for the bylaws-mandated term of four years, the Board of Directors has drawn up this report, which is attached to the proposal to reelect Mr Sevilla as a member of the board of Bankia, S.A. (“Bankia” or the “Company”), with the status of executive director, which shall be submitted to the Ordinary General Shareholders’ Meeting of the Company. In order to make the aforementioned proposal, the board has reviewed the favourable report issued by the Appointments Committee in accordance with the provisions of Section 6 of Article 529 decies of the Corporations Act, having carried out an analysis of the current composition of the board and its requirements, evaluating the conditions that directors must fulfil in performing their duties and the dedication required to correctly undertake their role. The Board of Directors has reassessed Mr José Sevilla Álvarez’s competence, merits and experience based on the following information: 1. Mr Sevilla was appointed as a director of the Company, with the status of executive

director, by resolution of the meeting of the Board of Directors on 25 May 2012, following ratification of his role by agreement of the General Shareholders’ Meeting held on 29 June 2012. Furthermore, he was appointed as Chief Executive Officer on 25 June 2014. He has been chairman of the Board’s Risk Committee since 1 June 2012. Since his appointment as a member of the Board of Directors, Mr Sevilla has demonstrated his ability to manage the Company and that he possesses sufficient knowledge, competence and experience of governance of the credit institution. He also fulfils the banking regulation requirements and has performed his role with the loyalty of a true representative, acting in good faith, in the Company’s best interests and in accordance with the principle of personal responsibility with freedom of criteria and independence in relation to instructions and relationships with third parties. The Appointments Committee considers that Mr Sevilla has dedicated the necessary time to effectively perform his role and that he has sufficient available time to correctly carry out his duties.

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2. Mr Sevilla has held various positions of responsibility throughout his career, which demonstrate his ability and merits to manage the Company in a sound and prudent manner.

3. Professional career: CEO of Bankia (2014-to present). Director of Bankia and General Director of the Office of the Chairman (2012-2014) Director of BFA, Tenedora de Acciones, S.A.U. (2012-to present). General Director of Risks and member of the management committee of BBVA

(2006-2009). General Director of the Chairman’s Office and member of the management

committee of BBVA (2003-2006). Member of the board of BBVA Bancomer (2006). Director of Strategy and Finance BBVA América and Director of Business

Development at BBVA (1997-2003).


Degree in Economics and Business from the Colegio Universitario de Estudios Financieros (CUNEF).

Mr Sevilla’s academic background and career described in the preceding paragraphs demonstrate that he has extensive knowledge and experience in the field of financial institutions at a national and international level. Mr José Sevilla Álvarez has also held directorship and management positions in leading national and international financial institutions, as previously indicated. His suitability for the role was verified by the Appointments Committee of the board of Bankia applying the new requirements established in Royal Decree 84/2015 of 13 February, which implements Law 10/2014 of 26 June on the organisation, supervision and solvency of credit institutions. Bankia has a procedure in place to continuously evaluate the suitability of its directors, which has shown that Mr José Sevilla Álvarez fulfils the necessary suitability requirements for performing this role. Similarly, based on the information provided, Mr José Sevilla Álvarez complies with the limit on the maximum number of roles that can be held, established by article 26 of Law 10/2014 of 26 June, and it is deemed that he is able to dedicate sufficient time to perform the duties of this role. Mr Sevilla therefore has the necessary competence, knowledge, experience and merits to continue performing his duties as a director of the Company in accordance with the terms provided by law and the bylaws, and is a person with a history of good professional and business repute, leaving no doubt as to his ability to manage the Company in a sound and prudent manner. He is able to continue exercising good governance in the Company and no factors suggesting a continuing or structural conflict with the interests of the Company or preventing him from devoting sufficient time to his duties have been detected.

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In conclusion, in the opinion of the Board of Directors and taking into account the favourable report issued by the Appointments Committee, Mr Sevilla has the necessary competence, experience and merits for the purposes of proposing his reelection as a member of the Company’s Board of Directors as an executive director, to the annual General Shareholders’ Meeting of Bankia, S.A., for the bylaws-mandated term of four years.

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EXECUTIVE DIRECTOR REELECTION REPORT

Mr José Sevilla Álvarez In line with the considerations highlighted by the European Central Bank (ECB) in relation to establishing a procedure that ensures the correct renewal of members of the Board of Directors, of particular relevance as the majority of directors’ mandates end on the same date, it is proposed to partially renew the mandates of members of the board. The Appointments Committee of Bankia, S.A. (“Bankia” or the “Company”), in exercising the powers attributed to it under article 15.6.c) of the Company’s Board of Directors Regulations, for the purposes established in article 529 decies of the Corporations Act and in accordance with the Company’s Director Selection Policy, hereby submits the favourable report to the Board of Directors in relation to the reelection of the director Mr José Sevilla Álvarez, with the status of “executive director”, for the bylaws-mandated term of four-years, for submission to the General Shareholders’ Meeting. Therefore, in order to formalise and justify the reelection of Mr José Sevilla Álvarez as an executive director as proposed by the Company’s Board of Directors, the Appointments Committee has drawn up this favourable report regarding the reelection of Mr Sevilla as a member of the Company’s Board of Directors, with the status of executive director, which shall be submitted to the Ordinary General Shareholders’ Meeting of the Company. The Committee has therefore analysed the current composition of the Board of Directors, verifying that the Board’s members include directors with the knowledge, competence and experience that, taken as a whole, enable it to correctly perform its functions, which has been taken into consideration when submitting the proposal and report to the Board relating to the reelection of members of the Board to be put to the next Ordinary General Shareholders’ Meeting of the Company. In accordance with Section 6 of article 529 decies of the Corporations Act, the Appointments Committee has reassessed Mr José Sevilla Álvarez’s competence, merits and experience with regards to his proposed reelection based on the following information: 1. Mr Sevilla was appointed as a director of the Company, with the status of executive

director, by resolution of the meeting of the Board of Directors on 25 May 2012, following ratification of his role by agreement of the General Shareholders’ Meeting held on 29 June 2012. Furthermore, he was appointed as Chief Executive Officer on 25 June 2014. He has been chairman of the Board’s Risk Committee since 1 June 2012. Since his appointment as a member of the Board of Directors, Mr Sevilla has demonstrated his ability to manage the Company and that he possesses sufficient knowledge, competence and experience of governance of the credit institution. He also fulfils the banking regulation requirements and has performed his role with the loyalty of a true representative, acting in good faith, in the Company’s best interests and in

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accordance with the principle of personal responsibility with freedom of criteria and independence in relation to instructions and relationships with third parties. The Appointments Committee considers that Mr Sevilla has dedicated the necessary time to effectively perform his role and that he has sufficient available time to correctly carry out his duties.

2. Mr Sevilla has held various positions of responsibility throughout his career, which demonstrate his ability and merits to manage the Company in a sound and prudent manner.

3. Professional career: CEO of Bankia (2014-to present). Director of Bankia and General Director of the Office of the Chairman (2012-2014) Director of BFA, Tenedora de Acciones, S.A.U. (2012-to present) General Director of Risks and member of the management committee of BBVA



Development at BBVA (1997-2003)



Mr Sevilla’s academic background and career described in the preceding paragraphs demonstrate that he has extensive knowledge and experience in the field of financial institutions at national and international level. Mr José Sevilla Álvarez has also held administrative and management positions in leading national and international financial institutions, as previously indicated. His suitability for the role was verified by the Appointments Committee of the Bankia board applying the new requirements established in Royal Decree 84/2015 of 13 February, which implements Law 10/2014 of 26 June on the organisation, supervision and solvency of credit institutions. Bankia has a procedure in place to continuously evaluate the suitability of its directors, which has shown that Mr José Sevilla Álvarez fulfils the necessary suitability requirements for performing this role. Similarly, based on the information provided, Mr José Sevilla Álvarez complies with the limit on the maximum number of roles that can be held, established by article 26 of Law 10/2014 of 26 June, and it is deemed that he is able to dedicate sufficient time to perform the duties of this role. Mr Sevilla therefore has the necessary competence, knowledge, experience and merits to continue performing his duties as a director of the Company in accordance with the terms provided by law and the bylaws, and is a person with a history of good professional and

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business repute, leaving no doubt as to his ability to manage the Company in a sound and prudent manner. He is able to continue exercising good governance in the Company and no factors suggesting a continuing or structural conflict with the interests of the Company or preventing him from devoting sufficient time to his duties have been detected. In conclusion, in the opinion of the Appointments Committee, Mr Sevilla has the necessary competence, experience and merits for the purposes of submitting this favourable report to the Board to be put to the Annual General Shareholders’ Meeting of Bankia, S.A. his reelection to the Company’s Board of Directors as an executive director, for the bylaws-mandated term of four years.

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CURRICULUM VITAE

Mr José Sevilla Álvarez 1. Academic profile:


2. Professional career:

CEO of Bankia (2014-to present). Director of Bankia and General Director of the Office of the Chairman (2012-

2014). Director of BFA, Tenedora de Acciones, S.A.U. (2012-to present). General Director of Risks and member of the management committee of BBVA



Development at BBVA (1997-2003).

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REPORT OF THE BOARD OF DIRECTORS OF BANKIA, S.A. FOR THE PURPOSES OF ARTICLE 529 DECIES OF THE SPANISH CORPORATIONS ACT, IN CONNECTION WITH THE RESOLUTION TO REELECT MR JOAQUÍN AYUSO GARCÍA AS A MEMBER OF THE BOARD OF DIRECTORS, UNDER THE CATEGORY OF INDEPENDENT DIRECTOR, AND WHICH IS SUBMITTED TO THE ORDINARY GENERAL SHAREHOLDERS’ MEETING OF 15 MARCH 2016 UNDER POINT 2 OF THE AGENDA. In line with the considerations highlighted by the European Central Bank (ECB) in relation to establishing a procedure that ensures the correct renewal of members of the Board of Directors, of particular relevance as the majority of directors’ mandates end on the same date, it is proposed to partially renew the mandates of members of the board. Section 4 of article 529 decies of the Consolidated Text of the Spanish Corporations Act (Ley de Sociedades de Capital) approved by Royal Legislative Decree 1/2010 of 2 July 2010 establishes that the Appointments Committee is responsible for making proposals to appoint or reelect members of the Board of Directors in the case of independent directors. Furthermore, Section 5 of Article 529 decies establishes that the Board of Directors must attach a justifying report containing an assessment of the proposed candidate’s competence, experience and merits, to the proposal for reelection as a member of the board. Therefore, in order to formalise and justify the proposal to reelect Mr Joaquín Ayuso García for the bylaws-mandated term of four years as an independent director, submitted by the Appointments Committee, the Board of Directors of Bankia, S.A. (the “Bank” or the “Company”) has drawn up this report, which is attached to the proposal to reelect Mr Ayuso to the Company’s Board of Directors as an independent director, which is submitted to the Company’s General Shareholders’ Meeting. In order to make the aforementioned proposal, the board has reviewed the favourable report issued by the Appointments Committee in accordance with the provisions of Section 6 of Article 529 decies of the Corporations Act, having carried out an analysis of the current composition of the board and its requirements, evaluating the conditions that directors must fulfil in performing their duties and the dedication required to correctly undertake their role. The Board of Directors has reassessed Mr Joaquín Ayuso García’s competence, merits and experience in relation to his reelection, based on the following information: 1. Mr Ayuso was appointed as a director of the Company, with the status of independent

director, by resolution of the Board of Directors on 25 May 2012, following ratification of his role by agreement of the General Shareholders’ Meeting held on 29 June 2012. He is also Chairman of the Appointments Committee and a member of the Remuneration Committee and the Audit and Compliance Committee. Since he was appointed as a member of the board, Mr Ayuso has performed his role with the loyalty of a true representative, acting in good faith, in the Company’s best interests, in accordance with the principle of personal responsibility with freedom of criteria and independence in relation to instructions and relationships with third parties. The Appointments Committee also considers that Mr Ayuso has dedicated the necessary time to effectively perform his role and that he has sufficient available time to correctly carry out his duties.

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2. Mr Ayuso has held various positions of responsibility throughout his career, which

demonstrate his ability and merits to manage the Company in a sound and prudent manner.

3. Professional career: Director of Bankia (2012-to present). Vice-chairman of Ferrovial (2009-to present). Member of the Board of Directors of National Express and Hispania Activos

Inmobiliarios (current). Member of the Board of Directors of Holcim España (2011-2012). Member of the Advisory Board of the Benjamin Franklin Institute of the University

of Alcalá de Henares (Madrid). Vice-chairman and member of the Board of Directors of Cintra (from 2002 until its

merger with Ferrovial). CEO of Ferrovial Agromán (2000-2002). Management Committee of Ferrovial (1992). General Manager of Construction at Ferrovial (1992).


Qualified civil engineer from the Universidad Politécnica de Madrid.

Mr Ayuso’s academic background and career described in the preceding paragraphs demonstrate that he has extensive knowledge and experience in the field of financial institutions at a national and international level. His suitability for the role was verified by the Appointments Committee of the Bankia board applying the new requirements established in Royal Decree 84/2015 of 13 February, which implements Law 10/2014 of 26 June on the organisation, supervision and solvency of credit institutions. Bankia has a procedure in place to continuously evaluate the suitability of its directors, which has shown that Mr Joaquín Ayuso García fulfils the necessary suitability requirements for performing this role. Similarly, based on the information provided, Mr Joaquín Ayuso García complies with the limit on the maximum number of roles that can be held, established by article 26 of Law 10/2014 of 26 June, and it is deemed that he is able to dedicate sufficient time to perform the duties of this role. Mr Ayuso therefore has the necessary competence, knowledge, experience and merits to perform his duties as director of the Company in accordance with the terms provided by law and the bylaws, and is a person with a history of good professional and business repute, leaving no doubt as to his ability to manage the Company in a sound and prudent manner. He is able to exercise good governance in the Company, and no factors suggesting a continuing or structural conflict with the interests of the Company or preventing him from devoting sufficient time to his duties have been detected.

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In conclusion, in the opinion of the Board of Directors and taking into account the proposal and the favourable report issued by the Appointments Committee, Mr Ayuso has the necessary competence, experience and merits for the purposes of proposing his reelection to the Company’s Board of Directors, as an independent director, to the annual General Shareholders’ Meeting of Bankia, S.A. for the bylaw-mandated term of four years.

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REPORT ON THE PROPOSAL TO REELECT AN INDEPENDENT DIRECTOR

Mr Joaquín Ayuso García

In line with the considerations highlighted by the European Central Bank (ECB) in relation to establishing a procedure that ensures the correct renewal of members of the Board of Directors, of particular relevance as the majority of directors’ mandates end on the same date, it is proposed to partially renew the mandates of members of the board. The Appointments Committee of Bankia, S.A. (“Bankia” or the “Company”), in exercising the powers attributed to it under article 15.6.b) of the Company’s Board of Directors Regulations, for the purposes established in article 529 decies of the Spanish Corporations Act and in accordance with the Company’s Director Selection Policy, hereby presents this proposal to the Board of Directors to reelect Mr Joaquín Ayuso García as an “independent director” on the Board, for the bylaws-mandated term of four-years, for submission to the General Shareholders’ Meeting. Accordingly, in order to formalise and justify the proposal made by the Appointments Committee to reelect Mr Joaquín Ayuso García as an independent director, the Committee has drawn up this report, proposing the appointment of Mr Ayuso as a member of the Company’s Board of Directors, as an independent director, and which shall be submitted to the Company’s General Meeting of Shareholders. The Committee has therefore analysed the current composition of the Board of Directors, verifying that the Board’s members include directors with the knowledge, competence and experience that, taken as a whole, enable it to correctly perform its functions, which has been taken into consideration when submitting the proposal and report to the Board relating to the reelection of members of the Board to be put to the next Ordinary General Shareholders’ Meeting of the Company. In accordance with Section 6 of article 529 decies of the Corporations Act, the Appointments Committee has reassessed Mr Joaquín Ayuso García’s competence, merits and experience with regards to his reelection based on the following information: 1. Mr Ayuso was appointed as a director of the Company, with the status of independent

director, by resolution of the Board of Directors on 25 May 2012, following ratification of his role by agreement of the General Shareholders’ Meeting held on 29 June 2012. He is also Chairman of the Appointments Committee and a member of the Remuneration Committee and the Audit and Compliance Committee. Since he was appointed as a member of the board, Mr Ayuso has performed his role with the loyalty of a true representative, acting in good faith, in the Company’s best interests, under the principle of personal responsibility with freedom of criteria and independence in relation to instructions and relationships with third parties. The Appointments Committee also considers that Mr Ayuso has dedicated the necessary time to effectively perform his role and that he has sufficient available time to correctly carry out his duties.

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2. Mr Ayuso has held various positions of responsibility throughout his career, which


3. Professional career: Director of Bankia (2012-to present). Vice-chairman of Ferrovial (2009-to present). Member of the Board of Directors of National Express and of Hispania Activos






Mr Ayuso’s academic background and career described in the preceding paragraphs demonstrate that he has extensive knowledge at a national and international level. His suitability for the role was verified by the Appointments Committee of the Bankia board applying the new requirements established in Royal Decree 84/2015 of 13 February, which implements Law 10/2014 of 26 June on the organisation, supervision and solvency of credit institutions. Bankia has a procedure in place to continuously evaluate the suitability of its directors, which has shown that Mr Joaquín Ayuso García fulfils the necessary suitability requirements for performing this role. Similarly, based on the information provided, Mr Joaquín Ayuso García complies with the limit on the maximum number of roles that can be held established in article 26 of Law 10/2014 of 26 June, and it is deemed that he is able to dedicate sufficient time to perform the duties of this role. Mr Ayuso therefore has the necessary competence, knowledge, experience and merits to continue to perform his duties as director of the Company in accordance with the terms provided by law and the bylaws, and is a person with a history of good professional and business repute, leaving no doubt as to his ability to manage the Company in a sound and prudent manner. He is able to continue exercising good governance in the Company and no factors suggesting a continuing or structural conflict with the interests of the Company or preventing him from devoting sufficient time to his duties have been detected.

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In conclusion, in the opinion of the Appointments Committee, Mr Ayuso has the necessary competence, experience and merits for the purposes of proposing to the annual general meeting of shareholders of Bankia, S.A. his reelection to the Company’s Board of Directors as an independent director, for the bylaws-mandated term of four years.

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CURRICULUM VITAE

Mr Joaquín Ayuso García 1. Academic profile:


2. Professional career: Director of Bankia (2012-to present). Vice-chairman of Ferrovial (2009-to present). Member of the Board of Directors of National Express and of Hispania Activos




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REPORT OF THE BOARD OF DIRECTORS OF BANKIA, S.A. FOR THE PURPOSES OF ARTICLE 529 DECIES OF THE SPANISH CORPORATIONS ACT, IN CONNECTION WITH THE RESOLUTION TO REELECT MR FRANCISCO JAVIER CAMPO GARCÍA AS A MEMBER OF THE BOARD OF DIRECTORS, UNDER THE CATEGORY OF INDEPENDENT DIRECTOR, AND WHICH IS SUBMITTED TO THE ORDINARY GENERAL SHAREHOLDERS’ MEETING OF 15 MARCH 2016 UNDER POINT 2 OF THE AGENDA. In line with the considerations highlighted by the European Central Bank (ECB) in relation to establishing a procedure that ensures the correct renewal of members of the Board of Directors, of particular relevance as the majority of directors’ mandates end on the same date, it is proposed to partially renew the mandates of members of the board. Section 4 of article 529 decies of the Consolidated Text of the Spanish Corporations Act (Ley de Sociedades de Capital) approved by Royal Legislative Decree 1/2010 of 2 July 2010 establishes that the Appointments Committee is responsible for making proposals to appoint or reelect members of the Board of Directors in the case of independent directors. Furthermore, Section 5 of Article 529 decies establishes that the Board of Directors must attach a justifying report containing an assessment of the proposed candidate’s competence, experience and merits, to the proposal for reelection as a member of the board. Therefore, in order to formalise and justify the proposal to reelect Mr Francisco Javier Campo García for the bylaws-mandated term of four years as an independent director, submitted by the Appointments Committee, the Board of Directors of Bankia, S.A. (the “Bank” or the “Company”) has drawn up this report, which is attached to the proposal to reelect Mr Campo to the Company’s Board of Directors as an independent director, which is submitted to the Company’s General Shareholders’ Meeting. In order to make the aforementioned proposal, the board has reviewed the favourable report issued by the Appointments Committee in accordance with the provisions of Section 6 of Article 529 decies of the Corporations Act, having carried out an analysis of the current composition of the board and its requirements, evaluating the conditions that directors must fulfil in performing their duties and the dedication required to correctly undertake their role. The Board of Directors has reassessed Mr Francisco Javier Campo García’s competence, merits and experience in relation to his reelection, based on the following information: 1. Mr Campo was appointed as a director of the Company, with the status of independent

director, by resolution of the Board of Directors on 25 May 2012, following ratification of his role by agreement of the General Shareholders’ Meeting held on 29 June 2012. He is also Chairman of the Risk Advisory Committee and a member of the Board’s Risk Committee and the Appointments Committee. Since he was appointed as a member of the board, Mr Campo has performed his role with the loyalty of a true representative, acting in good faith, in the Company’s best interests, in accordance with the principle of personal responsibility with freedom of criteria and independence in relation to instructions and relationships with third parties. The Appointments Committee also considers that Mr Campo has dedicated the necessary time to effectively perform his role and that he has sufficient available time to correctly carry out his duties.

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2. Mr Campo has held various positions of responsibility throughout his career, which


3. Professional career: Director of Bankia (2012-to present). Chairman of Cortefiel (2014-to present). Director of Meliá Hotels International (2012-to present). President of AECOC (Spanish association of manufacturers and distributors)

(2011-to present) and a member of its management board since 1990. Member of the advisory board of AT Kearney (2010-to present). Director of the Palacios Food Group (2009-2014). Chairman of Grupo Zena (2009-2014). Chairman and General Manager of the Dia International Group (2005-2009). Member of the Board of Directors of the Carrefour Group (2005-2009). General Manager of the Dia International Group (1999-2005). Member of the global executive committee of the Carrefour Group (1999-2005). General Manager of Dia in Spain (1985-1991).


Qualified industrial engineer from Universidad Politécnica de Madrid ETSII.

Mr Campo’s academic background and career described in the preceding paragraphs demonstrate that he has extensive knowledge and experience at a national and international level. His suitability for the role was verified by the Appointments Committee of the Bankia board applying the new requirements established in Royal Decree 84/2015 of 13 February, which implements Law 10/2014 of 26 June on the organisation, supervision and solvency of credit institutions. Bankia has a procedure in place for continuously evaluate the suitability of its directors, which has shown that Mr Francisco Javier Campo García fulfils the necessary suitability requirements for performing this role. Similarly, based on the information provided, Mr Francisco Javier Campo García complies with the limit on the maximum number of roles that can be held, established by article 26 of Law 10/2014 of 26 June, and it is deemed that he is able to dedicate sufficient time to perform the duties of this role. Mr Campo therefore has the necessary competence, knowledge, experience and merits to perform his duties as director of the Company in accordance with the terms provided by law and the bylaws, and is a person with a history of good professional and business repute, leaving no doubt as to his ability to manage the Company in a sound and prudent manner. He is able to exercise good governance in the Company, and no factors suggesting a continuing or structural conflict with the interests of the Company or preventing him from devoting sufficient time to his duties have been detected.

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In conclusion, in the opinion of the Board of Directors and taking into account the proposal and the favourable report issued by the Appointments Committee, Mr Campo has the necessary competence, experience and merits for the purposes of proposing his reelection to the Company’s Board of Directors, as an independent director, to the annual General Shareholders’ Meeting of Bankia, S.A. for the bylaws-mandated term of four years.

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Mr Francisco Javier Campo García

In line with the considerations highlighted by the European Central Bank (ECB) in relation to establishing a procedure that ensures the correct renewal of members of the Board of Directors, of particular relevance as the majority of directors’ mandates end on the same date, it is proposed to partially renew the mandates of members of the board. The Appointments Committee of Bankia, S.A. (“Bankia” or the “Company”), in exercising the powers attributed to it under article 15.6.b) of the Company’s Board of Directors Regulations, for the purposes established in article 529 decies of the Spanish Corporations Act and in accordance with the Company’s Director Selection Policy, hereby presents this proposal to the Board of Directors to reelect Mr Francisco Javier Campo García as an “independent director” on the Board, for the bylaws-mandated term of four-years, for submission to the General Shareholders’ Meeting. Accordingly, in order to formalise and justify the proposal made by the Appointments Committee to reelect Mr Francisco Javier Campo García as an independent director, the Committee has drawn up this report, proposing the reelection of Mr Campo as a member of the Company’s Board of Directors, as an independent director, and which shall be submitted to the Company’s General Shareholders’ Meeting. The Committee has therefore analysed the current composition of the Board of Directors, verifying that the Board’s members include directors with the knowledge, competence and experience that, taken as a whole, enable it to correctly perform its functions, which has been taken into consideration when submitting the proposal and report to the Board relating to the reelection of members of the Board to be put to the next Ordinary General Shareholders’ Meeting of the Company. In accordance with Section 6 of article 529 decies of the Corporations Act, the Appointments Committee has reassessed Mr Francisco Javier Campo García’s competence, merits and experience with regards to his reelection based on the following information: 1. Mr Campo was appointed as a director of the Company, with the status of independent

director, by resolution of the Board of Directors on 25 May 2012, following ratification of his role by agreement of the General Shareholders’ Meeting held on 29 June 2012. He is also Chairman of the Risk Advisory Committee and a member of the Board’s Risk Committee and the Appointments Committee. Since he was appointed as a member of the board, Mr Campo has performed his role with the loyalty of a true representative, acting in good faith, in the Company’s best interests, in accordance with the principle of personal responsibility with freedom of criteria and independence in relation to instructions and relationships with third parties. The Appointments Committee also considers that Mr Campo has dedicated the necessary time to effectively perform his role and that he has sufficient available time to correctly carry out his duties.

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2. Mr Campo has held various positions of responsibility throughout his career, which






Mr Campo’s academic background and career described in the preceding paragraphs demonstrate that he has extensive knowledge and experience at a national and international level. His suitability for the role was verified by the Appointments Committee of the Bankia board applying the new requirements established in Royal Decree 84/2015 of 13 February, which implements Law 10/2014 of 26 June on the organisation, supervision and solvency of credit institutions. Bankia has a procedure place to continuously evaluate the suitability of its directors, which has shown that Mr Francisco Javier Campo García fulfils the necessary suitability requirements for performing this role. Similarly, based on the information provided, Mr Francisco Javier Campo García complies with the limit on the maximum number of roles that can be held established in article 26 of Law 10/2014 of 26 June, and it is deemed that he is able to dedicate sufficient time to perform the duties of this role. Mr Campo therefore has the necessary competence, knowledge, experience and merits to continue to perform his duties as director of the Company in accordance with the terms provided by law and the bylaws, and is a person with a history of good professional and business repute, leaving no doubt as to his ability to manage the Company in a sound and prudent manner. He is able to continue exercising good governance in the Company and no factors suggesting a continuing or structural conflict with the interests of the Company or preventing him from devoting sufficient time to his duties have been detected.

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In conclusion, in the opinion of the Appointments Committee, Mr Campo has the necessary competence, experience and merits for the purposes of proposing to the annual general meeting of shareholders of Bankia, S.A. his reelection to the Company’s Board of Directors as an independent director, for the bylaws-mandated term of four years.

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CURRICULUM VITAE Mr Francisco Javier Campo García 1. Academic profile:




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REPORT OF THE BOARD OF DIRECTORS OF BANKIA, S.A. FOR THE PURPOSES OF ARTICLE 529 DECIES OF THE SPANISH CORPORATIONS ACT, IN CONNECTION WITH THE RESOLUTION TO REELECT MS. EVA CASTILLO SANZ AS A MEMBER OF THE BOARD OF DIRECTORS, UNDER THE CATEGORY OF INDEPENDENT DIRECTOR, AND WHICH IS SUBMITTED TO THE ORDINARY GENERAL SHAREHOLDERS’ MEETING OF 15 MARCH 2016 UNDER POINT 2 OF THE AGENDA. In line with the considerations highlighted by the European Central Bank (ECB) in relation to establishing a procedure that ensures the correct renewal of members of the Board of Directors, of particular relevance as the majority of directors’ mandates end on the same date, it is proposed to partially renew the mandates of members of the board. Section 4 of article 529 decies of the Consolidated Text of the Spanish Corporations Act (Ley de Sociedades de Capital) approved by Royal Legislative Decree 1/2010 of 2 July 2010 establishes that the Appointments Committee is responsible for making proposals to appoint or reelect members of the Board of Directors in the case of independent directors. Furthermore, Section 5 of Article 529 decies establishes that the Board of Directors must attach a justifying report containing an assessment of the proposed candidate’s competence, experience and merits, to the proposal for reelection as a member of the board. Therefore, in order to formalise and justify the proposal to reelect Ms. Eva Castillo Sanz for the bylaws-mandated term of four years as an independent director, submitted by the Appointments Committee, the Board of Directors of Bankia, S.A. (the “Bank” or the “Company”) has drawn up this report, which is attached to the proposal to reelect Ms. Castillo to the Company’s Board of Directors as an independent director, which is submitted to the Company’s General Shareholders’ Meeting. In order to make the aforementioned proposal, the board has reviewed the favourable report issued by the Appointments Committee in accordance with the provisions of Section 6 of Article 529 decies of the Corporations Act, having carried out an analysis of the current composition of the board and its requirements, evaluating the conditions that directors must fulfil in performing their duties and the dedication required to correctly undertake their role. The Board of Directors has reassessed Ms. Eva Castillo Sanz’s competence, merits and experience in relation to her reelection, based on the following information: 1. Ms. Castillo was appointed as a director of the Company, with the status of independent

director, by resolution of the Board of Directors on 25 May 2012, following ratification of her role by agreement of the General Shareholders’ Meeting held on 29 June 2012. She is also Chairman of the Remuneration Committee and a member of the Board’s Risk Committee and the Risk Advisory Committee. Since she was appointed as a member of the board, Ms. Castillo has performed her role with the loyalty of a true representative, acting in good faith, in the Company’s best interests, in accordance with the principle of personal responsibility with freedom of criteria and independence in relation to instructions and relationships with third parties. The Appointments Committee also considers that Ms. Castillo has dedicated the necessary time to effectively perform her role and that she has sufficient available time to correctly carry out her duties.

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2. Ms. Castillo has held various positions of responsibility throughout her career, which demonstrate her ability and merits to manage the Company in a sound and prudent manner.

3. Professional career: Director of Bankia (2012-to present). Director of Telefónica S.A (2008-to present) Director of Telefónica Deutschland, GMBH (2012-to present). Director of Visa Europe (2014-to present) Chairman of Telefónica Europa PLC (2012-2014). Director of Telefónica Czech S.A. (2010-2014). Member of the advisory boards of Telefónica Digital and Telefónica Internacional. Director of Old Mutual, PLC (2011-2013). Chairman of Merrill Lynch España, where she has held various positions of

responsibility including: member of the executive committee of Merrill Lynch and of the global executive and operations committee of Merrill Lynch Private Banking (to December 2009) and CEO of Merrill Lynch Capital Markets España (2000).


Degree in Law and Business from the Universidad Pontifica de Comillas (E-3), Madrid.

Ms Castillo’s academic background and career described in the preceding paragraphs demonstrate that she has extensive knowledge and experience in the field of financial institutions at a national and international level. Her suitability for the role was verified by the Appointments Committee of the Bankia board applying the new requirements established in Royal Decree 84/2015 of 13 February, which implements Law 10/2014 of 26 June on the organisation, supervision and solvency of credit institutions. Bankia has a procedure in place to continuously evaluate the suitability of its directors, which has shown that Ms. Eva Castillo Sanz fulfils the necessary suitability requirements for performing this role. Similarly, based on the information provided, Ms. Eva Castillo Sanz complies with the limit on the maximum number of roles that can be held, established by article 26 of Law 10/2014 of 26 June, and it is deemed that she is able to dedicate sufficient time to perform the duties of this role. Ms. Castillo therefore has the necessary competence, knowledge, experience and merits to perform her duties as director of the Company in accordance with the terms provided by law and the bylaws, and is a person with a history of good professional and business repute, leaving no doubt as to her ability to manage the Company in a sound and prudent manner. She is able to exercise good governance in the Company, and no factors suggesting a continuing or structural conflict with the interests of the Company or preventing her from devoting sufficient time to her duties have been detected.

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In conclusion, in the opinion of the Board of Directors and taking into account the proposal and the favourable report issued by the Appointments Committee, Ms. Castillo has the necessary competence, experience and merits for the purposes of proposing her reelection to the Company’s Board of Directors, as an independent director, to the annual General Shareholders’ Meeting of Bankia, S.A. for the bylaws-mandated term of four years.

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Ms. Eva Castillo Sanz

In line with the considerations highlighted by the European Central Bank (ECB) in relation to establishing a procedure that ensures the correct renewal of members of the Board of Directors, of particular relevance as the majority of directors’ mandates end on the same date, it is proposed to partially renew the mandates of members of the board. The Appointments Committee of Bankia, S.A. (“Bankia” or the “Company”), in exercising the powers attributed to it under article 15.6.b) of the Company’s Board of Directors Regulations, for the purposes established in article 529 decies of the Spanish Corporations Act and in accordance with the Company’s Director Selection Policy, hereby presents this proposal to the Board of Directors to reelect Ms. Eva Castillo Sanz as an “independent director” on the Board, for the bylaws-mandated term of four-years, for submission to the General Shareholders’ Meeting. Accordingly, in order to formalise and justify the proposal made by the Appointments Committee to reelect Ms. Eva Castillo Sanz as an independent director, the Committee has drawn up this report, proposing the reelection of Ms. Castillo as a member of the Company’s Board of Directors, as an independent director, and which shall be submitted to the Company’s General Shareholders’ Meeting. The Committee has therefore analysed the current composition of the Board of Directors, verifying that the Board’s members include directors with the knowledge, competence and experience that, taken as a whole, enable it to correctly perform its functions, which has been taken into consideration when submitting the proposal and report to the Board relating to the reelection of members of the Board to be put to the next Ordinary General Shareholders’ Meeting of the Company. In accordance with Section 6 of article 529 decies of the Corporations Act, the Appointments Committee has reassessed Ms. Eva Castillo Sanz’s competence, merits and experience with regards to her reelection based on the following information: 1. Ms. Castillo was appointed as a director of the Company, with the status of independent

director, by resolution of the Board of Directors on 25 May 2012, following ratification of her role by agreement of the General Shareholders’ Meeting held on 29 June 2012. She is also Chairman of the Remuneration Committee and a member of the Board’s Risk Committee and the Risk Advisory Committee. Since she was appointed as a member of the board, Ms. Castillo has performed her role with the loyalty of a true representative, acting in good faith, in the Company’s best interests, in accordance with the principle of personal responsibility with freedom of criteria and independence in relation to instructions and relationships with third parties. The Appointments Committee also considers that Ms. Campo has dedicated the necessary

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time to effectively perform her role and that she has sufficient available time to correctly carry out her duties.

2. Ms. Castillo has held various positions of responsibility throughout her career, which demonstrate her ability and merits to manage the Company in a sound and prudent manner.

3. Professional career: Director of Bankia (2012-to present). Director of Telefónica S.A (2008-to present) Director of Telefónica Deutschland, GMBH (2012-to present). Director of Visa Europe (2014-to present) Chairman of Telefónica Europa PLC (2012-2014). Director of Telefónica Czech S.A. (2010-2014). Member of the advisory boards of Telefónica Digital and Telefónica Internacional. Director of Old Mutual, PLC (2011-2013) Chairman of Merrill Lynch España, where she has held various positions of



Degree in Law and Business from the Universidad Pontifica de Comillas (E-3), Madrid.

Ms Castillo’s academic background and career described in the preceding paragraphs demonstrate that she has extensive knowledge and experience in the field of financial institutions at a national and international level. His suitability for the role was verified by the Appointments Committee of the Bankia board applying the new requirements established in Royal Decree 84/2015 of 13 February, which implements Law 10/2014 of 26 June on the organisation, supervision and solvency of credit institutions. Bankia has a procedure in place to continuously evaluate the suitability of its directors, which has shown that Ms. Eva Castillo Sanz fulfils the necessary suitability requirements for performing this role. Similarly, based on the information provided, Ms. Eva Castillo Sanz complies with the limit on the maximum number of roles that can be held established in article 26 of Law 10/2014 of 26 June, and it is deemed that she is able to dedicate sufficient time to perform the duties of this role. Ms. Castillo therefore has the necessary competence, knowledge, experience and merits to continue performing her duties as a director of the Company in accordance with the terms provided by law and the bylaws, and is a person with a history of good professional and business repute, leaving no doubt as to her ability to manage the Company in a sound and prudent manner. She is able to continue exercising good governance in the Company and no factors suggesting a continuing or structural conflict with the interests of the Company or preventing her from devoting sufficient time to her duties have been detected.

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In conclusion, in the opinion of the Appointments Committee, Ms. Castillo has the necessary competence, experience and merits for the purposes of proposing to the annual General Meeting of Shareholders of Bankia, S.A. her reelection to the Company’s Board of Directors as an independent director, for the bylaws-mandated term of four years.

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CURRICULUM VITAE

Ms. Eva Castillo Sanz 1. Academic profile:

Degree in Law and Business from the Universidad Pontifica de Comillas (E-3), Madrid. 2. Professional career:

Director of Bankia (2012-to present). Director of Telefónica S.A (2008-to present) Director of Telefónica Deutschland, GMBH (2012-to present). Director of Visa Europe (2014-to present) Chairman of Telefónica Europa PLC (2012-2014). Director of Telefónica Czech S.A. (2010-2014). Member of the advisory boards of Telefónica Digital and Telefónica Internacional. Director of Old Mutual, PLC (2011-2013). Chairman of Merrill Lynch España, where she has held various positions of


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