Bankia : Notice calling the Extraordinary General Meeting of Shareholders and the texts of the proposed resolutions.

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 for publication on the CNMV website the full text of the notice calling the Extraordinary General Meeting of Shareholders of the Company, to be held on 14 September 2017 at first call and 15 September 2017 at second call, at the Palacio de Congresos in the city of Valencia, with the expectation that the meeting will be held at first call. The notice has been published today in the Commercial Registry Official Gazette (Boletín Oficial del Registro Mercantil - BORME) and on the company's website (www.bankia.com).

The notice is accompanied by the full texts of the proposed resolutions.

The reports of the directors on the agenda items that so require, together with the rest of the general meeting documents, are available on the company's website (www.bankia.com).

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

Madrid, 31 July 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.

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The Board of Directors of Bankia, S.A. ("Bankia" or the "Company") has decided to call the shareholders to the Extraordinary General Meeting to be held in Valencia, at the Palacio de Congresos

- Avenida de las Cortes Valencianas no. 60, on 14 September 2017, at 12 noon, at first call or, in the absence of the requisite quorum, at second call, on 15 September 2017, at the same place and time, foreseeably at first call; the site will be open for access and attendance by those who are holders of or represent at least 500 shares from 11:00 am, both for the first and the second call, if applicable, in order for the shareholders to deliberate and vote on the points set out in the following

1.- Approval of the merger by absorption of Banco Mare Nostrum, S.A. by Bankia, S.A. in accordance with the common draft terms of the merger of 26 June 2017. Consideration of the Bankia, S.A. annual balance sheet closed at 31 December 2016 as merger balance sheet. Capital increase in BANKIA, S.A. through the issue of a maximum of 205,684,373 ordinary shares with a par value of one euro each to execute the merger share exchange and consequent amendment of article 5 of the Bylaws. Application for admission to trading of the new shares. Filing for special tax regime. Delegation of authority, with authority to subdelegate.

2.- Fixing of the number of members of the Board of Directors. Appointment of director.

1. 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.

2. Information regarding the amendment made to the Board of Directors Regulations with the introduction of a Final Provision for the purpose of setting up the Committee to monitor and supervise the merger of Bankia, S.A. and Banco Mare Nostrum, S.A.

In accordance with the terms of article 519 of the Corporations Act, shareholders representing at least 3% of the share capital may submit reasoned proposals for resolutions on matters already included or which should be included on the agenda.

This right will be exercised by sending certifiable notice to the Company, which must be received at the registered office at Calle Pintor Sorolla, 8, 46002 Valencia, to the attention of the Secretary of the Board of Directors, within five days following publication of this call.

This written notice must state the name or company name of the shareholder or shareholders making the request and must enclose the appropriate documentation -a copy of the attendance

card or certificate of entitlement- evidencing shareholder status, in order to check this information against that provided by Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U. (IBERCLEAR), and the content of the proposal or proposals made by the shareholder.

The Board of Directors has requested the presence of a notary public to write up the minutes of the General Meeting, in accordance with the terms of article 203 of the Corporations Act in conjunction with article 101 of the Regulations of the Commercial Registry and article 4.2 of the General Meeting Regulations.

This General Meeting may be attended by any person, whether an individual or legal person, owning or representing at least 500 shares of Bankia registered in the name of the owner or, if applicable, of the person represented in the related accounting register five days prior to the date on which the General Meeting is to be held. The shareholders must provide proof of this circumstance on entry to the venue at which the General Meeting is held, through the related attendance card indicating the number, class and series of shares held, and the number of votes that may be cast. The card will be issued by the affiliated entities of Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U. (IBERCLEAR) to the holders of the shares providing evidence of having registered them five days prior to the date on which the General Meeting is to be held at first call.

For the purposes of providing proof of identity of the shareholders or of those validly representing them, on entry to the venue where the General Meeting is to be held, the attendees may be requested, together with presentation of the attendance card, proof of identity through the presentation of the National Identity Card or any other current, official document that is generally accepted for these purposes. The site will be open for access and attendance by the shareholders owning or representing at least 500 shares from 11:00 am, both for the first and the second call, if applicable.

Shareholders may appoint proxies and vote by remote means of communication before the General Meeting is held, in accordance with the provisions of articles 25 and 31 of the Bylaws and articles 8 and 20 of the General Meeting Regulations. The mechanisms for on-line voting and appointment of proxies prior to the General Meeting will be available on the Bankia website (www.bankia.com) as from 31 July 2017, and will be closed at midnight of the third day before the date scheduled for holding the General Meeting at first call.

Shareholders must complete and sign proxies and the related attendance and proxy card.

The persons to whom the proxy and vote are granted must cast the vote by attending the Meeting in person, provided that they reach the minimum number of shares entitling them to attend. They must present the attendance and proxy cards at the registration desks at the shareholder's entrance, at the place and time indicated for holding the General Meeting, as from one hour before the scheduled time for commencing the General Meeting.

Proxies may be revoked at any time. By attending the General Meeting in person, the represented shareholder thereby revokes the proxy, provided that compliance is made with section "4. Basic rules for proxy appointments and voting before the General Meeting and personal attendance" below.

If the shareholder represented attends, the representative may not attend the General Meeting. If it does it will not be entitled to vote or participate in representation of that person, and may be required to leave the General Meeting.

The proxy must be granted specifically for each General Meeting, in writing or by remote means of communication.

Where the represented shareholders have issued instructions, the representative will cast the vote in accordance therewith and will be obliged to retain these instructions for twelve months as from the date on which the General Meeting is held.

A proxy may represent more than one shareholder, with no limit regarding the number of shareholders represented. When a representative represents multiple shareholders, it may cast conflicting votes based on the instructions given by each shareholder.

In any event, the number of represented shares will be used in the calculation of a quorum for the General Meeting.

The documents stating the proxies for the General Meeting must include the following information at least:

1. Date on which the General Meeting is held and the agenda.

2. Identity of the represented shareholder and the proxy. Where not specified, the proxy will be deemed to have been granted to the Lead Independent Director, without prejudice to the indications below with regard to conflict of interest.

3. Number of shares held by the shareholder granting the proxy.

4. Instructions on the way in which to cast the vote of the shareholder granting the proxy on each point on the agenda.

The Chairman of the General Meeting or the persons designated by the Chairman will be deemed authorised to determine the validity of the proxies granted in compliance with the General Meeting attendance requirements.

The provisions of the preceding paragraphs will not be applicable where the proxy is a spouse, ascendant or descendant of the person represented, and provides evidence as such, or is the holder of a general power or attorney (granted in a deed that can be provided) to manage all the shareholder's assets in Spain.

Pursuant to the provisions cited above, the Board of Directors has developed the following rules for proxy appointments and remote voting prior to the General Meeting:

The shareholder may appoint a proxy by completing the nominative card of attendance, proxy and remote voting issued and sent to the shareholder's address or made available to the shareholders by the Company on its website (www.bankia.com). The card must be duly signed by the shareholder and delivered to any of branches of the Bankia network or one of the Services Offices of the General Meeting, located at the following addresses:

Bankia, S.A. - Oficina de Atención a la Junta General de Accionistas Paseo de la Castellana no. 189, 28046 Madrid