MATERIAL DISCLOSURE

Pursuant to article
82 of Law
24/1988 of 28 July on the Securities Mark et, GRUPO
BANCO
FINANCIERO Y DE AHORROS - BANKIA, S.A. hereby reports that today, 26 December 2012, the Governing Committee of the Fund for Orderly Bank Restructuring (FROB) has taken a series of decisions as part of the Group's restructuring plan, in accordance with Law 9/201 2 of 15 November on Restructuring and Resolution of Credit Institutions.
As the restructuring authority under Law 9/2012, the FROB has agreed:
i. The capital increase in Banco Financiero y de Ahorros of €13,459 millio n, which will be made by means of a non-monetary contribution of securities of the European Stability Mechanism (ESM), which will be subscribed by the FROB. This is in addition to the €4,500 million agreed
on 3 September 2012, which was
implemented through the non-mo netary contribution of
treasury bills. These bills will be exchanged for ESM securities.
ii.
The issue of €10,700 million in contingent convertible bonds, which will exclude pre-emptive rights and will be subscribed by BFA.
A link to the statement by the FROB is given below:
http://www.frob.es/notas/20121226%20Recapitalizacion%20entidades%20grupo %201%20PROT.pdf
The above is notified as a material disclosure for all pertinent purposes in
Madrid, 26 December 2012
GRUPO BFA-BANKIA

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