CaixaBank : The Company submits The Annual Report on the Remuneration of Directors 2016.

ISSUER'S PARTICULARS

1. REMUNERATION POLICY FOR THE CURRENT YEAR

2. Explain the Company's remuneration policy, including:

   • General principles and rationale of the remuneration policy.

   • Most significant changes in the remuneration policy as compared to the previous financial year and changes introduced in the current year to the conditions for the exercise of options granted in previous years.

   • The criteria used and composition of comparable groups of companies the remuneration policies of which have been examined to establish the company's remuneration policy.

   • Relative weight of variable components compared to non-variable components of remuneration and criteria on which the various components of Directors' remuneration are based (remuneration mix).

     Explain the remuneration policy

   • General principles and rationale of the remuneration policy applicable to CaixaBank CaixaBank upholds the following general remuneration principles:

   • The overall remuneration policy focuses on fostering patterns of behaviour to ensure that value is generated in the long term and that results are sustained over time. Variable remuneration therefore not only takes account of achievement of targets, but also the way in which they are achieved.

   • Individual professional targets are defined on the basis of the commitment employees undertake and establish with their managers.

   • Remuneration policy bases its strategy of attracting and retaining talent on providing professional people with a distinctive corporate business project, the possibility of professional development and enjoyment of competitive overall remuneration.

   • In these conditions of overall remuneration, remuneration policy focuses on a competitive position in terms of the sum of fixed remuneration and corporate benefits, basing its ability to attract and retain talent on both components of remuneration.

   • The main feature of the offer of benefits is the corporate welfare programme for professional employees, which outperforms that of other financial institutions in Spain, making it a key feature of the remuneration package.

   • Fixed remuneration and corporate benefits constitute the bulk of the remuneration package where, in general, the variable component tends to be conservative given its potential to generate risk for the entity.

   • The promotions system is based on an appraisal of skills, performance, commitment and professional merit of employees over time.

   • The remuneration of members of the CaixaBank Board of Directors, established within the general framework defined in Remuneration Policy, is approved by the competent governing bodies at CaixaBank.

   Additionally, members of the Board are affected by a number of general principles of remuneration policy stipulated in Article 33 of Law 10/2014 of 26 June on the regulation, supervision and solvency of credit institutions (hereinafter "LOSS"), applicable to persons whose activities have a material impact on the risk profile of the institutions and its group (hereinafter "Identified Staff").

   • Major changes to remuneration policy with respect to the policy operated in 2016

     Following the introduction of Bank of Spain Circular 2/2016 and the EBA Guidelines on proper remuneration policies, CaixaBank reviewed and adapted the Board Remuneration Policy, which shall be submitted for approval by the General Shareholders' Meeting in 2017. The contracts of Executive Directors were also adapted to comply with these regulations.

     With respect to Non-executive Directors, no major changes were made to the remuneration policy operated in 2016.

     The major changes to be implemented in the years ahead with respect to Executive Directors in comparison to 2016 are as follows:

     Presentation of the new Board Remuneration Policy for approval by the General Shareholders' Meeting to be held on 6 April 2017.

   • Relative importance of the fixed and variable components, and criteria for establishing these components.

   Pursuant to the stipulations of the Bylaws, the remuneration of members of the CaixaBank Board of Directors in their capacity as such (hereinafter, "Non-executive Directors") is comprised exclusively of fixed components and excludes variable components, share-based systems or systems pegged to share prices, as explained below.

   In relation to members of the Board with executive functions (hereinafter, "Executive Directors"), Spain's Corporate Enterprises Act and the CaixaBank Bylaws recognise remuneration for their executive functions, in addition to the directorship itself; the remuneration components of these functions are structured in due consideration of the economic juncture and results, and include the following:

   • Fixed remuneration based on levels of responsibility and professional careers, and this constitutes a major portion of overall remuneration.

   • Variable remuneration in the form of an annual bonus linked to the achievement of pre-established targets and prudent risk management.

   • Pension scheme and other social benefits.

   • A share-based Long-Term Incentive Plan ("ILP") over four years (2015-2018) linked to the strategic plan, which awards a number of CaixaBank shares after four years, provided a number of strategic targets have been met, along with the envisaged requisites.

   Remuneration mix:

   The amounts of fixed remuneration paid to Executive Directors are sufficient in terms of the objective of a reasonable prudent balance between fixed and variable remuneration, and the percentage of variable remuneration in the form of a bonus in addition to annual fixed remuneration is generally low, and usually does not exceed 40%, with no account taken of variables such as the ILP or mandatory variable-base contributions.

   The variable remuneration of Directors must not exceed 100% of the fixed components of the total remuneration of each of them, unless the CaixaBank General Shareholders' Meeting approves a greater percentage, not more than 200% of the fixed component, adhering to the format, the requisites and the procedures stipulated by the "LOSS" law.

3. Information concerning the preparatory and decision-making process used for determining the remuneration policy and information, if applicable, about the role of the Remuneration Committee or other supervisory bodies in the design of the remuneration policy. This should include information, if applicable, about the mandate and composition of the Remuneration Committee, and the names of external consultants whose services have been used in determining the remuneration policy. Likewise, list the category of Directors who, if applicable, have been involved in defining the remuneration policy

   Explain the process for determining the remuneration policy

4. Board of Directors

   As stipulated in the Board Remuneration Policy, Spain's Corporate Enterprises Act gives the Board of Directors non- delegatable powers concerning, among other issues, (i) the determination of the company's general policies and strategies;

5. the appointment and removal of its chief executive officers, and stipulation of the conditions of their contracts

6. decisions concerning the remuneration of directors in accordance with the Bylaws and, where applicable, the remuneration policy approved by the General Meeting.

The Bylaws and the CaixaBank Board Regulations are consistent with these precepts.

7. Remuneration Committee

   The Corporate Enterprises Act gives the Remuneration Committee of a listed company, among other functions, the power to issue proposals to the Board concerning the policy for remuneration of directors, individual remuneration and the other contractual conditions of executive directors, and it must ensure compliance in this regard.

   The Bylaws and the CaixaBank Board Regulations are consistent with these precepts.

   Pursuant to the provisions of the Corporate Enterprises Act and the LOSS law, the directors forming part of the Remuneration Committee at the date of this report are as follows:

   Ms. María Amparo Moraleda Martínez (independent), Chairman Mr. Salvador Gabarró Serra (proprietary), Committee Member Mr. Alain Minc (independent), Committee Member

8. Process to determine the Remuneration Policy

   The Remuneration Committee is exclusively responsible for preparing, reporting and proposing all decisions regarding the remuneration of the members of the Board of Directors. It is assisted in this task by the General Secretary in the case of Non-executive Directors, and by the Human Resources Department (Human Resources and Organisation Division) in the case of Executive Directors, due to their position as executives at the Entity. Proposals by the Remuneration Committee shall be studied by the Chairman in the scenarios stipulated in the Remuneration Policy before they are submitted to be examined and, where applicable, approved by the Board of Directors.

   Should these decisions fall within the remit of the CaixaBank General Shareholders' Meeting, the Board of Directors shall include them on the agenda as proposed resolutions along with the corresponding reports. The Remuneration Committee met on 8 occasions in 2016.

9. Identity of the external advisers used to define the Remuneration Policy.

CaixaBank was assisted in drawing up a large part of the Remuneration Policy by legal firm J&A Garrigues.

10. Indicate the amount and nature of non-variable components - itemised, where applicable - of the remuneration received for discharging senior management duties and of any additional remuneration for the Chairman or for membership of any Board committees, of per diems for attendance of Board and Board committee meetings, and of any other non- variable remuneration paid to Directors. Provide an estimate of the annual non-variable remuneration they give rise to. Identify non-cash benefits and the main parameters for granting them.

Explain the non-variable components of remuneration

1. Fixed components of remuneration for Non-executive Directors

   Pursuant to the stipulations of the Bylaws and the Board Remuneration Policy, the remuneration of members of the CaixaBank Board of Directors in their capacity as such (hereinafter, "Non-executive Directors") is comprised exclusively of fixed components. Non-executive Directors have a purely organic working relationship with CaixaBank, and as such do not hold contracts with the Company, nor are they entitled to any form of payment should they be dismissed from their position as Director.

   The Bylaws state that Directors' remuneration shall consist of a fixed annual amount, to be determined by the General Meeting, and that this shall remain in force until the General Meeting agrees to modify it.

   The amount established by the General Shareholders' Meeting shall be used to remunerate the Board of Directors and its Delegate Committees, and shall be distributed as deemed appropriate by the Board, following the proposal of the Remuneration Committee, both in terms of remuneration to members, especially the Chairman, according to the duties and position of each member and to the positions they hold in the various Committees and with regard to the frequency and the form, i.e. of attendance fees, Bylaw-stipulated remuneration or others. Remuneration may therefore differ for each Director.

   Any future proposals for share-based remuneration shall be approved by the CaixaBank General Meeting pursuant to the Corporate Enterprises Act and the Bylaws.

   In addition, in accordance with section 6 of Article 34 of the Bylaws and given the enormous practical issues involving an individual policy, Non-executive Directors are also covered by the civil liability policy for Directors and executives of the CaixaBank Group to cover any third-party liabilities they may incur when carrying out their duties. The amounts corresponding to the part of the premium attributable are considered remuneration in kind.

2. Additional remuneration of the Chairman of the Board of Directors

Pursuant to the above, the Chairman of the Board receives additional fixed remuneration for carrying out his duties. This additional remuneration is justified by the dedication expected of the Chairman to carry out the functions laid down in the Corporate Enterprises Act, and especially the Company Bylaws, at a group of the size and complexity of CaixaBank.

Pursuant to the Corporate Enterprises Act, the Chairman has full responsibility for ensuring that the Board of Directors operates efficiently, he shall call and chair Board meetings, set the agenda and direct deliberations and debates. He must also ensure that Directors are supplied with sufficient information in advance of Board meetings to enable them to discuss the agenda, and work to procure a good level of debate and the active involvement of all members, safeguarding their rights to freely adopt positions. The Chairman of the CaixaBank Board also chairs the Entity's General Shareholders' Meetings.