Bankia : Company announces resolutions adopted by shareholders at the Ordinary General Meeting

dab31719-2b6e-443a-8c1c-81d00652967c.pdf

MATERIAL DISCLOSURE

Pursuant to article 228 of the recast Stock Market Act, implemented by Legislative Royal Decree 4/2015 of 23 October, Bankia, S.A. submits the full text of the resolutions adopted by shareholders at today's Ordinary General Meeting, held at first call, concerning the matters included on the agenda announced in Material Disclosure 234.820 of 12 February 2016.

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

It is hereby noted that all the proposed resolutions presented by Bankia, S.A.'s Board of Directors were adopted by shareholders at the General Meeting.

The above is notified as a material disclosure for all pertinent purposes.

Madrid, 15 March 2016

BANKIA, S.A

RESOLUTIONS ADOPTED BY THE ORDINARY GENERAL MEETING OF SHAREHOLDERS HELD ON 15 MARCH 2016

1. Approval of the audited Annual Accounts and Management Report of Bankia and of its consolidated Group. Allocation of results. Approval of the corporate management for the year. All of the above in reference to the year closed 31 December 2015.

   
   
2. Approval of the Individual Annual Accounts and Management Report of Bankia.

   
   

   Approve the annual accounts of Bankia, comprising the Balance Sheet, Profit and Loss Statement, Statement of Recognised Income and Expenses, Statement of Changes in Equity, Statement of Cash Flows and Notes to the Annual Accounts, prepared by the Board of Directors, as well as the Management Report, prepared by the same body, for the financial year closed 31 December 2015.

   
   

3. Approval of the Consolidated Annual Accounts and Management Report of the Bankia Group.

   
   

   Approve the annual accounts of the Bankia consolidated group, comprising the Consolidated Balance Sheet, Consolidated Profit and Loss Statement, Consolidated Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Annual Accounts, prepared by the Board of Directors, and the consolidated Management Report, prepared by the same body, for the financial year closed 31 December 2015.

   
   

4. Approval of the corporate management by the Board of the Company in 2015.

   
   

   To approve the Board of Directors' management of the Company in 2015.

   
   

5. Allocation of results.

   
   

   Approve allocation of the Company's results and the distribution of the dividend for the year ended 31 December 2015 as follows:

   
   

   Distribute, against earnings for the year ended 31 December 2015, a gross dividend 2.625 euro cents per share of Bankia, S.A. entitled to dividend and outstanding at the date the payment is made. It is expressly placed on record that Bankia, S.A. will not be entitled to receive dividends for the own shares it holds directly as treasury stock.

   
   

   Said dividend payment is expected to take place on 31 March 2016.

   
   

   This dividend will distributed through the affiliated participants in the securities registration, clearing and settlement service known as Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. Unipersonal (IBERCLEAR), for which purpose the Board of Directors is hereby authorised, with express power to subdelegate this authority, to fix the exact payment date for the dividend, appoint the entity that will act as paying agent and carry out all other

   
   

   actions that are necessary or convenient for the successful execution of the distribution.

   The profits obtained by Bankia in the year closed 31 December 2015, which amount to nine hundred forty million sixty-four thousand four hundred eighty-three euros and eighty-four euro cents (940,064,483.84 euros), will be allocated as follows:

   • To the legal reserve: 94,006,448.384 euros.

   • To dividends (maximum amount to be distributed based on a fixed gross dividend of 0.02625 euros per share to a total of 11,517,328,544 shares): a maximum of 302,329,874.28 euros.

   • To voluntary reserves (minimum amount to be allocated, depending on the number of shared entitled to dividends and outstanding at the date of the dividend payment): 543,728,161.176 euros.

     
     

6. Appointment and reelection of members of the Board of Directors.

   All appointments and reelections of directors proposed to the General Meeting are accompanied by the explanatory report of the Board of Directors provided for in article 529 decies of the Spanish Corporations Act and, furthermore, (i) in the case of the reelection of Mr. José Sevilla Álvarez as executive director, by the favourable report of the Appointments Committee and (ii) in the case of the appointment of Mr. Antonio Greño Hidalgo as independent director and the reelections of Mr. Joaquín Ayuso García as independent director, Mr. Francisco Javier Campo García as independent director and Ms. Eva Castillo Sanz as independent director, by the proposal of the Appointments Committee. These reports have been made available to the shareholders as from the publication of the call of the General Meeting.

   
   
7. Appoint as director, in the category of independent director, Mr. Antonio Greño Hidalgo for the bylaws mandated term of four years, to replace director Mr. Alfredo Lafita Pardo, who tendered his resignation effective as from the conclusion of the General Meeting.

   It is resolved, at the proposal of the Appointments Committee, to appoint Mr. Antonio Greño Hidalgo, of legal age, married, a national of Spain and with address for the purposes hereof at Paseo de la Castellana nº 189, 28046-Madrid, as director of the Company in the category of "independent director", replacing the director Mr. Alfredo Lafita Pardo, who tendered his resignation effective as from the conclusion of the General Meeting, for the bylaws mandated term of four years reckoned from the date this General Meeting is here.

   Mr. Antonio Greño Hidalgo will accept his appointment by any legally admissible means.

   It is noted that the effectiveness of Mr. Antonio Greño Hidalgo's appointment is subject to the relevant regulatory authorisations, according to the provisions of Royal Decree 84/2015 of 13 February 2015 implementing Law 10/2014 of 26 June on regulation, supervision and solvency of credit institutions.

   
   

8. Reelect as director, in the category of executive director, Mr. José Sevilla Álvarez for the bylaws mandated term of four years.

   
   

   It is resolved, at the proposal of the Board of Directors, with the favourable report of the Appointments Committee, to reelect director Mr. José Sevilla Álvarez, of legal age, married, a national of Spain and with address for the purposes hereof at Paseo de la Castellana nº 189, 28046-Madrid, in the category of "executive director", for the bylaws mandated term of four years reckoned from the date this General Meeting is held.

   Mr. José Sevilla Álvarez will accept his reelection by any legally admissible means.

   
   

9. Reelect as director, in the category of independent director, Mr. Joaquín Ayuso García for the bylaws mandated term of four years.

   It is resolved, at the proposal of the Appointments Committee, to reelect director Mr. Joaquín Ayuso García, of legal age, married, a national of Spain and with address for the purposes hereof at Paseo de la Castellana nº 189, 28046-Madrid, in the category of "independent director", for the bylaws mandated term of four years reckoned from the date this General Meeting is held.

   Mr. Joaquín Ayuso García will accept his reelection by any legally admissible means.

   
   

10. Reelect as director, in the category of independent director, Mr. Francisco Javier Campo García for the bylaws mandated term of four years.

    It is resolved, at the proposal of the Appointments Committee, to reelect director Mr. Francisco Javier Campo García, of legal age, married, a national of Spain and with address for the purposes hereof at Paseo de la Castellana nº 189, 28046-Madrid, in the category of "independent director", for the bylaws mandated term of four years reckoned from the date this General Meeting is held.

    Mr. Francisco Javier Campo García will accept his reelection by any legally admissible means.

    
    

11. Reelect as director, in the category of independent director, Ms. Eva Castillo Sanz for the bylaws mandated term of four years.

It is resolved, at the proposal of the Appointments Committee, to reelect director Ms. Eva Castillo Sanz, of legal age, unmarried, a national of Spain and with address for the purposes hereof at Paseo de la Castellana nº 189, 28046-Madrid, in the category of "independent director", for the bylaws mandated term of four years reckoned from the date this General Meeting is held.

Ms. Eva Castillo Sanz will accept her reelection by any legally admissible means.




12. Reelection of the statutory auditor of the Company and its Consolidated Group for 2016.

Reelect as statutory auditor of Bankia S.A. and its Consolidated Group for the 2016 financial year the firm of Ernst & Young, S.L., with registered office in Madrid, at Torre Picasso, Plaza Pablo Ruiz Picasso, number 1, holding taxpayer identification number B‐78970506, registered in the Commercial Registry of Madrid, page M-23123, folio 215, volume 12749, book 0, section 8 and registered in the Official Register of Auditors of Accounts (Registro Oficial de Auditores de Cuentas) under number S0530, in accordance