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

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 the Securities Market Act, approved by Legislative Royal Decree 4/2015 of 23 October, Bankia, S.A. hereby submits the complete text of the resolutions adopted by the Extraordinary General Shareholders' Meeting held today, at first call, in relation to the points included on the agenda in the call of the meeting, which was reported via material disclosure number 255.417 on 31 July 2017.

It should be noted that all of the proposals made by the Board of Directors of Bankia, S.A. were approved by the Extraordinary General Shareholders' Meeting.

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

Madrid on 14 September 2017

BANKIA, S.A.

This document is a translation of an original text in Spanish. In case of any discrepancy between the English and the Spanish version, the Spanish version will prevail.

POINT ONE ON THE AGENDA:

Approve the merger by absorption of Banco Mare Nostrum, S.A. ("BMN" - absorbed) by Bankia, S.A. ("Bankia" - absorbing), with the termination by winding up without liquidation of BMN and en bloc transfer of all its assets and liabilities to Bankia, which acquires by universal succession the whole of the assets, liabilities and rights and obligations of the absorbed (the "Merger"), on the terms and conditions provided in the merger common draft terms signed by the directors of Bankia and BMN on 26 June 2017 (the "Draft Merger Terms").

Toward that end, in accordance with the provisions of Act 3/2009 of 3 April 2009 on structural modifications of business corporations ("Act 3/2009") and other applicable provisions, the following resolutions are adopted as part of one single operation:

1. Consideration of the Bankia, S.A. annual balance sheet closed at 31 December 2016 as merger balance sheet

   In accordance with the provisions of article 36.1 of Act 3/2009, approve as merger balance sheet of Bankia for the purposes of the Merger the balance sheet for the year ended 31 December 2016 included in the Bankia 2016 financial statements.

   Said Bankia 2016 financial statements were audited by its statutory auditor, Ernst & Young, S.L., who issued their audit report without qualifications on 10 February 2017, and were approved by the Annual General Meeting of Shareholders of Bankia held on 24 March 2017.

2. Approval of the Draft Merger Terms

   Approve the Draft Merger Terms in its entirety and without modification, with said proposal being considered incorporated herein by reference for all relevant purposes.

   In accordance with article 32 of Act 3/2009, the Draft Merger Terms has been posted on the corporate websites of Bankia (www.bankia.com) since 27 June 2017 and of BMN (www.bmn.es) since that same date, where it may be downloaded and printed out.

   The fact of the Draft Merger Terms in the Bankia and BMN corporate websites was published in the Commercial Registry Official Gazette, with expression in each case of the corresponding corporate web site as well as from the date of their inclusion in the same.

3. Approval of the merger resolution in accordance with article 40 of Act 3/2009 and article 228 of the Regulations of the Commercial Registry

Approve the Merger strictly on the terms and conditions of the Draft Merger Terms.

As provided in article 228 of the Regulations of the Commercial Registry and as an integral part of this merger resolution, the following circumstances are expressly stated:

1. Identity of the Participating Entities

   Absorbing: Bankia, S.A., with registered office at Calle Pintor Sorolla no. 8, 46002 Valencia, registered in the Commercial Registry of Valencia in volume 9341, book 6623, folio 104, page V-17274 and holding Corporate Taxpayer Identification Code number A-14010342.

   Absorbed: Banco Mare Nostrum, S.A., with registered office at Paseo de Recoletos no. 17, 28004 Madrid, registered in the Commercial Registry of Madrid in volume 28378, section 8, folio 1, page M-511037 and holding Corporate Taxpayer Identification Code number A- 86104189.

2. Bylaws amendments

   The merger will not require amendment of the bylaws of the absorbing, except as regards the share capital figure (article 5 of the Bankia bylaws), due to the capital increase carried out to execute the Merger share exchange.

3. Share exchange ratio

   The exchange ratio for BMN shares and Bankia shares, which has been determined on the basis of the real value of the net assets of both companies, will be, without any supplementary cash compensation, ONE (1) ordinary share of Bankia, with a par value of one euro, for every SEVEN POINT EIGHT TWO NINE EIGHT SEVEN (7.82987) ordinary shares of BMN, with a par value of one euro each.

4. Exchange procedure and date as from which the new shares will entitle their holders to share in the company profits

   Bankia will carry out the exchange of BMN shares, according to the share exchange ratio specified above, using newly issued ordinary shares.

   Toward this end Bankia will increase its capital in the amount necessary to be able to execute the exchange of BMN shares by issuing and placing in circulation the requisite number of new ordinary shares with a par value of one euro each, of the same single class and series as the ones currently outstanding, represented as book entries. Those shares may only be subscribed for by the BMN shareholders, and, in accordance with the provisions of article 304.2 of the Spanish Corporations Act, there will be no preferential subscription right.

   Pursuant to article 26 of Act 3/2009, there will be no exchange of BMN shares owned by Bankia or of any own shares that BMN may hold as treasury stock, which will be retired.

   After (i) the approval of this merger by the General Meetings of Shareholders of Bankia and BMN; (ii) the presentation of the equivalent document referred to by articles 26.1.d) and 41.1.c) of Royal Decree 1310/2005 of 4 November 2005; (iii) the fulfilment of the conditions precedent referred to further below; (iv) the execution before notary public of the public deed of the Merger and the related capital increase in Bankia; and (v) the registration of that Merger deed in the Commercial Registry of Valencia, the exchange of BMN shares for Bankia shares will take place, as from the date specified in the notices to be published in accordance with the applicable laws and regulations.

   The exchange of BMN shares for Bankia shares will be carried out through the custodians of the former shares, in accordance with the procedures stipulated for the book-entries system and, in particular, according to the terms of Royal Decree 878/2015 of 2 October 2015, on clearing, settlement and registration of negotiable securities represented as book entries and applying the provisions of article 117 of the Corporations Act insofar as relevant.

   As a consequence of the Merger, the BMN shares will be retired.

   The owners of a number of BMN shares that according to the agreed exchange ratio does not allow them to receive an integer number of Bankia shares may acquire or transfer shares in order to proceed to exchange them according to that exchange ratio.

   Without prejudice to the above, the Participating Entities may set up mechanisms to facilitate the exchange of the BMN shares for Bankia shares, by appointing a fractions agent to act as counterparty for the purchase of fractions or remainders. Thus, all BMN shareholders who, in view of the stipulated share exchange ratio and the number of BMN shares they hold, are not entitled to receive at least one whole share of Bankia or are entitled to receive an integer number of Bankia shares and who have a remaining number of BMN shares that is not sufficient to allow them to receive one additional Bankia share, may transfer those excess BMN shares to the fractions agent, who will pay their cash value.

   The new shares issued by Bankia to execute the merger exchange will be ordinary shares of the same single class and series as those currently outstanding, and enjoy the same rights as from the time the Merger deed is registered in the Commercial Registry of Valencia.

   In particular, those new shares will entitle their owners, as from the date of the merger deed's registration in the Commercial Registry of Valencia, to share in the company profits on the same terms as the rest of the owners of Bankia shares outstanding at that date.

   Bankia will request to have the new shares it issues to execute the Merger swap admitted to trading on the Madrid, Barcelona, Valencia and Bilbao Stock Exchanges, to be traded through the Spanish stock market interconnection system known as the Sistema de Interconexión Bursátil (Continuous Market), complying with all legal formalities required for that purpose.

5. Date as from which the operations of the absorbed will be considered executed for accounting purposes for the account of the absorbing

The date as from which the operations of the absorbed will be considered executed for accounting purposes for the account of the absorbing will be the one that applies under the Spanish General Accounting Plan (Plan General de Contabilidad) approved by Royal Decree 1514/2007 of 16 November 2007 and, in particular in standard 19 thereof, as well as under International Financial Reporting Standard 3, and, in particular, paragraphs 8 and 9 thereof, with which the former is consistent. In any event, in the event of inconsistency between the two standards, the latter will prevail.