BANKIA SA Pursuant to article 82 of Law 24/1988 of 28 July on the Securities Market, Bankia, S..A. hereby reports that the Board of Directors, in its meeting held today, 18 March 2015, has agreed to call the Annual General Meeting of shareholders of the Company, which will be held in Valencia, in the Pa lacio de Congresos, in Avenida de las Cortes Valencianas number 60, at 12:00 noon on 22 April 2015 on first call and at the same time and place on 23 April 2015 on second call, it being foreseeable that the meeting will be held
on first call, with the attached agenda.
The above is notified as a Material Disclosure for all pertinent purposes
Madrid, 18 March 2015
BANKIA, S.A.
ORDINARY GENERAL MEETING OF SHAREHOLDERS ‐ BANKIA 2015
AGENDA
1. Approval of the Annual Accounts and Management Report of Bankia an d of its consolidated
Group, wich were subject to an audit report. Allocation of results. Appro val of the corporate management for the year. All of the above in reference to the year closed 3 1 December 2014.
1.1. Approval of Individual Annual Accounts and Management Report of Ban kia.
1.2. Approval of Consolidated Annual Accounts and Management Report of t he Bankia Group.
1.3. Approval of the corporate management by the Board of the Company in 2014.
1.4. Allocation of results.
2. Reductions of capital to adapt the equity structure of the Company.
2.1. Setoff of losses against issue premium in an amount of 4,054,699,756.4 0 euros and the legal
reserve in an amount of 82,682,927.96 euros, and subsequent reductio n of share capital by
839,655,088.91 euros,
by decreasing the par value of shares o f the Company by
7.29036326177759 cents on the euro to 0.927096367382224 euros
per share, to set off
losses based on the balance sheet closed at 31 December 2014. Res ulting amendment of article 5 of the Bylaws. Delegation of authority.
2.2. Reduction
of share capital by an
amount of 921,386,283.52 euros
to increase the legal
reserve, by decreasing the par value of shares by 8 cents on the euro, to 0.847096367382224
euros per
share, based on the balance sheet closed at
31 Dece mber 2014.
Resulting
amendment of article 5 of the Bylaws. Delegation of authority.
2.3. Reduction of share capital by an
amount of 542,424,336.37 euros t o increase voluntary
reserves, by decreasing the par value of shares by 4.7096367382224 cen ts on the euro, to 0.8
euros per
share, based on the balance sheet closed at 31 Decem ber 2014.
Resulting
amendment of article 5 of the Bylaws. Delegation of authority.
3. Fixing of the number of
appointed by co‐option.
members of
the Board
of Directors. Ratificati on of the
Directors
3.1. Fixing of the number of members of the Board of Directors.
3.2. Ratification of the appointment of Mr. Antonio Ortega Parra.
4. Approval of amendment of the following articles of the Bylaws: article
21 (distribution of
authority); article 23 (call of the general meeting); article 23 bis (infor mation prior to the general meeting); article 25 (remote proxies and attendance at the genera l meeting); article 27 (quorum for the general meeting); article 31 (manner of adopting res olutions); article 32 (adoption of resolutions); article 36 bis (non‐delegable responsibilities of t he board); article 38
(kinds of directors); article 39 (term of office); article 40 (subjective condi tions for the position
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of director); article 41 (meetings of the board of directors); article 42 (ad option of resolutions by the board of directors); article 44 (positions on and committees of the board of directors);
article 45 (executive committee); article 46 (audit and compliance co mmittee); article 47
(appointments
committee);
article 47
bis (remuneration committee); a rticle 48 (board risk
committee); article 49 (remuneration of directors); article 50 (transparency of the remuneration
scheme); article
51 (annual corporate
governance report);
article 52 ( website); article 54
(approval and filing of the annual accounts), as well as introduction of a rticle 47 quáter (risk advisory committee), in order to introduce certain improvements of a t echnical nature and adapt to Act 10/2014 of 26 June 2014 on Governance, Supervision an d Solvency of Credit Institutions, as well as the amendments of the Corporations Act introduce d by Act 31/2014 of 3
December 2014 amending the Corporations Act to improve Corporate Gove rnance.
4.1. Amendment of the articles related to operation of the general
meeting: article 21
(distribution of authority); article 23 (call of the general meeting); articl e 23 bis (information prior to the general meeting); article 25 (remote proxies and attend ance at the general
meeting); article 27 (quorum for
the general
meeting); article 31 ( manner of
adopting
resolutions); article 32 (adoption of resolutions);
4.2. Amendment of the articles related to rules
of operation and pow ers of the
board of
directors:
article 36 bis (non‐delegable responsibilities of the board) ; article 38 (kinds of
directors); article 39 (term of office); article 40 (subjective condition s for the position of director); article 41 (meetings of the board of directors); article 42 (ad option of resolutions
by the board of directors); article 44 (positions on and committees of th e board of directors);
4.3. Amendment committee);
of the article related to the executive committee: a rticle 45 (executive
4.4. Amendment of the article related to the audit and compliance commit tee: article 46 (audit and compliance committee);
4.5. Amendment of the articles related to the appointments and remu neration committees:
article 47 (appointments committee); article 47 bis (remuneration com mittee);
4.6. Introduction of the article related to the advisory risk committee an d amendment of the article related to the board risk committee: article 47 quater (risk a dvisory committee); article 48 (board risk committee);
4.7. Amendment of the articles related to remuneration: article 49 (remun eration of directors);
article 50 (transparency of the remuneration scheme);
4.8. Amendment of the articles related to the annual corporate governance report and website:
article 51 (annual corporate governance report); article 52 (website).
4.9. Amendment of the article related to approval and filing of the annuall accounts: article 54 (approval and filing of the annual accounts).
5. Approval of the
amendment of the following articles of the General
Meeting Regulations:
article 2 (general meeting of shareholders); article 6 (information availabl e from the call date);
article 7 (right of information prior to the holding of the general meeting ); article 8 (proxies);
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article 11 (holding of the general meeting); article 12 (general meeting
officers); article 18
(information); article 21 (voting on proposed resolutions); article 22 (splitti ng votes and proxies to intermediary entities) and article 23 (adoption of resolutions and decl aration of result), to adapt to the amendments of the Bylaws and introduce certain improve ments of a technical
nature and adapt to Act 10/2014 of 26 June 2014 on Governance, Supervi sion and Solvency of
Credit Institutions, as well as the amendments
of the Corporations Ac t introduced by Act
31/2014 of 3
Governance.
December
2014 amending the
Corporations Act to
improve Corporate
5.1. Amendment of the article related to the general meeting of sharehold ers: article 2 (general
meeting of shareholders);
5.2. Amendment
of the articles related
to the preparation of the gener al meeting: article 6
(information available from the call date); article 7 (right of informatio n prior to the holding of the general meeting); article 8 (proxies);
5.3. Amendment of the articles related to the holding of the ge of the general meeting); article 12 (general meeting officers);
eral meeti ng: article 11 (holding
5.4. Amendment of the article related to the information during the gener al meeting: article 18 (information);
5.5. Amendment of the articles related to voting and documentation of r esolutions:
article 21
(voting on
proposed resolutions);
article 22 (splitting votes and pro xies to intermediary
entities), and article 23 (adoption of resolutions and declaration of resul t).
6. Delegation to the Board of Directors of the authority to increase the sha re capital by up to a
maximum of 50% of the subscribed share capital, by means of one or more increases and at any
time
within a
maximum of five years, by means of cash contribution s, with authority, if
applicable, to disapply preferential subscription rights up to a maximum of 20% of share capital
resulting from the second resolution
on the agenda, annulling the del egation of authority
conferred at the previous General Meeting.
7. Delegation to the Board of Directors of the authority to issue, within a m aximum term of five years, securities convertible into and/or exchangeable for shares of the Company, as well as warrants or other similar securities that may directly or indirectly entitle th e holder to subscribe
for or acquire shares of the Company, for an aggregate amount of up to on e billion five hundred
million (1,500,000,000) euros; as well
as the authority to increase the
share capital in the
requisite amount, and the authority, if applicable, to disapply preferential s ubscription rights up to a maximum of 20% of share capital resulting from the second resolution on the agenda.
8. Delegation to the Board of Directors of authority to issue debentures, bon ds and other straight
fixed income securities (including, inter alia, mortgage notes (cédulas) a nd commercial notes
(pagarés)), not
convertible,
up to a maximum of
thirty billion (30,000 ,000,000) euros and
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commercial notes up to a maximum of fifteen billion (15,000,000,000) eu ros, within the limits and in compliance with the requirements established in the Corporations Act, for a maximum
term of 5 years after adoption of this resolution.
9. Authorisation enabling the derivative acquisition by the Board of Directors of own shares of the Company subject to the limits and to the requirements established by t he Corporations Act, with express authority to reduce, if applicable, the share capital one or m ore times in order to retire the own shares acquired. Delegation within the Board of Director s of the authority to
execute this resolution.
10. Fixing the remuneration of the Directors.
11.Delegation of authority to the Board of Directors, with authority to subdel egate, for the formal execution, interpretation, correction and implementation of the resoluti ons adopted at the
General Meeting.
12. Submission for consultative vote of the annual report on remuneration
Bankia Board of Directors.
of members of the
13.Information regarding amendments adopted in the Board of Directors Regu lations, affecting the following articles: article 4 (general supervision function and other authorit y); article 8 (kinds of directors); article 9 (the chairman of the board); article 11 (the secretary of the board); article
12 (committees of the board of directors); article 13 (the executive comm ittee); article 14 (the
audit and compliance committee); article 15 (the appointments committe e); article 15 bis (the remuneration committee); article 16 (the risk advisory committee); article 16 bis (the board risk committee); article 17 (meetings of the board of directors); article 18 (bo ard meetings); article
21 (appointment, re‐election and ratification of directors. Appointment o f members of board committees. Appointment to Positions on the Board and Its Committees); article 23 (removal of directors); article 24 (procedure for removal or replacement of member s of the board or its
committees and from positions on those bodies); article
26 (rights
of information and
examination); article 27
(remuneration of the directors); article 2 8 (information on
remuneration);
article 29
(general obligations of
a director); article 3 0 (general
duty of
diligence); article 31 (duty of loyalty); article 32 (duty to avoid situations o f conflict of
nterest);
article 33 (waiver scheme); article 35 (related‐party transactions); article 3 6 (relations with the markets); and renumbering of article 38 to article 37 (relations with share holders); article 39 to article 38 (relations with institutional shareholders) and article 40 to arti cle 39 (relations with the statutory auditor), all to adapt the Board of Directors Regulations to A ct 10/2014 of 26 June
2014 on Governance, Supervision and Solvency of Credit Insti utions and the amendments of
the
Corporations Act introduced by
Act 31/2014 of 3
December
2014 amending the
Corporations Act to improve Corporate Governance, and to introduce cert ain improvements of a technical nature deriving from the aforesaid rules.
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