MATERIAL DISCLOSURE

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

Pursuant to article 228 of the consolidated text of Law 4/2015 of 23 July on the Securities Market, approved by Legislative Royal Decree 4/2015 of 23 October, Bankia, S.A. hereby reports that the Board of Directors, in its meeting held today, 22 February 2017, has agreed to call the Annual General Meeting of shareholders of the Company, which will be held in Valencia, in the Palacio de Congresos, in Avenida de las Cortes Valencianas number 60, at 12:00 noon on 24 March 2017 on first call and at the same time and place on 25 March 2017 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 in

Madrid on 22 February 2017

BANKIA, S.A.

ORDINARY GENERAL MEETING OF SHAREHOLDERS 2017 AGENDA
  1. Approval of the audited Annual Accounts and Management Report of Bankia and of its consolidated Group. Approval of the corporate management for the year. Allocation of results. All of the above in reference to the year closed 31 December 2016.

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

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

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

    3. Approval of the corporate management by the Board of the Company in 2016.

    4. Allocation of results.

    5. Reduction of capital to adapt the Company's equity structure.

      Reduction of share capital by an amount of 6,334,530,699.20 euros to increase the voluntary reserves, by reducing the par value of all shares by 0.55 euros to 0.25 euros per share based on the balance sheet closed at 31 December 2016. Consequent amendment of article 5 of the Company bylaws. Delegation of authority.

    6. Reverse split to reduce the number of outstanding shares by four, that is, in the proportion of one new share for every four pre-existing shares of the Company. Consequent amendment of article 5 of the Company bylaws. Delegation of authority.

    7. Reelection of members of the Board of Directors.

      1. Reelect as director, in the category of executive director, Mr. José Ignacio Goirigolzarri Tellaeche for the bylaws mandated term of four years.

      2. Reelect as director, in the category of executive director, Mr. Antonio Ortega Parra for the bylaws mandated term of four years.

      3. Reelect as director, in the category of independent director, Mr. Jorge Cosmen Menéndez- Castañedo for the bylaws mandated term of four years.

      4. Reelect as director, in the category of independent director, Mr. José Luis Feito Higueruela for the bylaws mandated term of four years.

      5. Reelect as director, in the category of independent director, Mr. Fernando Fernández Méndez de Andés for the bylaws mandated term of four years.

      6. Reelect as director, in the category of independent director, Mr. Álvaro Rengifo Abbad for the bylaws mandated term of four years.

      7. Reelection of the statutory auditor of the Company and its Consolidated Group for 2017.

      8. Delegation to the Board of Directors of the authority to increase the share 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 contributions, with authority, if applicable, to disapply preferential subscription rights up to a maximum of 20% of share capital, annulling the delegation of authority conferred at the previous General Meeting.

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

      9. Delegation to the Board of Directors of the authority to issue, within a maximum 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 the holder to subscribe for or acquire shares of the Company, for an aggregate amount of up to one 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 subscription rights up to a maximum of 20% of share capital, annulling the delegation of authority conferred at the previous General Meeting.

      10. 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 the Corporations Act. Delegation within the Board of Directors of the authority to execute this resolution, annulling the authority conferred at the previous General Meeting.

      11. Approval of the remuneration policy for Bankia directors.

      12. Approval for part of the 2016 annual variable remuneration of Executive Directors to be paid in Bankia shares.

      13. Approval for part of the 2017 annual variable remuneration of Executive Directors to be paid in Bankia shares.

      14. Approval for including Executive Directors in the Bankia multi-year-referenced variable remuneration plan.

      15. Delegation of authority to the Board of Directors, with authority to subdelegate, for the formal execution, interpretation, correction and implementation of the resolutions adopted at the General Meeting.

      16. Submission for consultative vote of the annual report on remuneration of members of the Bankia Board of Directors.

      17. Information on amendments made to the Board of Directors Regulations, which affect article 8 (Qualitative composition), with the aim of including a shareholding requirement for members of the Board of Directors.

      Bankia SA published this content on 22 February 2017 and is solely responsible for the information contained herein.
      Distributed by Public, unedited and unaltered, on 21 March 2017 21:01:15 UTC.

      Original documenthttp://www.bankia.com/recursos/doc/corporativo/20170123/ingles/20170222-hr-bkia-acuerdo-consejo-convocatoria-jga-ingles.pdf

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