CaixaBank : files information regarding its Dividend Policy.

Quality, trust and social commitment

CaixaBank hereby reports that at its meeting held today, the Board of Directors resolved to propose to the shareholders at the Ordinary Annual General Meeting scheduled for 6 April 2017, on first call, the distribution of a final cash dividend of EUR 0.06 per share (gross) against 2016 profits. In accordance with the proposal terms, the dividend would be paid on 13 April 2017. The approval of this dividend at the Annual General Meeting, as applicable, and the specific payment conditions will be disclosed through a separate Significant Event filing.‌

After payment of this dividend, the total shareholder remuneration for 2016 would be EUR 0.13 per share (gross), bringing the total cash amount paid to 54% of consolidated net profit, in line with the 2015-2018 Strategic Plan. Remuneration for 2016 would therefore have been paid through two cash payments of EUR 0.03 per share (gross) and EUR 0.06 per share (gross) and a scrip dividend of EUR 0.04 per share, paid in September, December and April, instead of through the four quarterly payments (three cash payments plus a scrip dividend) announced through the Significant Event filing of 10 March 2016. The change in frequency of payments reflects the new dividend policy approved today by the CaixaBank Board of Directors, attached hereto.‌

In accordance with the new dividend policy, CaixaBank hereby reports that its Board of Directors has resolved that shareholder remuneration for 2017 be paid through two half-yearly cash dividends. In line with the 2015-2018 Strategic Plan, CaixaBank has reiterated its intention of remunerating shareholders by distributing an amount in cash equal to or greater than 50% of consolidated net profit.‌‌

Barcelona, 23 February 2017

© Caixabank, S.A., Barcelona, 2015 1

The following is an unofficial and non-binding English translation The Spanish version shall prevail

CONTENTS

1. INTRODUCTION 2

2. OBJECTIVE OF THE POLICY 2

3. BASIC PRINCIPLES OF SHAREHOLDER REMUNERATION 3

4. GENERAL GUIDELINES 3

5. DISTRIBUTION OF DIVIDENDS, APPROVED AT THE ANNUAL GENERAL MEETING 3

6. DISTRIBUTION OF INTERIM DIVIDENDS 4

7. SHAREHOLDER REMUNERATION FORMULAS 4

8. AMOUNT OF SHAREHOLDER REMUNERATION 4

9. EXPECTED CAIXABANK SHAREHOLDER REMUNERATION 4

10. DISTRIBUTION 4

11. POLICY MONITORING 5

12. 1

    DIVIDEND POLICY

13. INTRODUCTION

    • In 2012, the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores) issued a circular to listed companies, highlighting the importance of their disclosures on shareholder remuneration, "taking into account that such information is particularly relevant for the correct formation of share prices" and, in particular "for valuing derivatives quoted on Spanish markets". The Commission also cited the importance of companies publishing their shareholder remuneration policy.

      The European Securities and Markets Authority (ESMA) also issued similar guidelines on this issue, stressing that companies must disclose shareholder remuneration policies.

      The Board of Directors of CaixaBank, S.A. ("CaixaBank" or the "Company"), a listed company, is legally entrusted with the power, which cannot be delegated, to approve the Company's dividend policy. This power is expressly foreseen in the Regulations of the Board of Directors.

    • Based on the foregoing, at its meeting of 19 November 2015, the CaixaBank Board of Directors approved the CaixaBank, S.A. dividend policy, amended by the Board on 23 February 2017 (the "Policy"). This policy forms part of the Company's corporate governance system.

14. OBJECTIVE OF THE POLICY

• Shareholder remuneration is one of the priorities of the Board of Directors, in order to ensure adequate returns on shareholder investment.

  The Company considers this remuneration to be a fundamental element in cultivating shareholder loyalty and creating a shareholder body that is committed to long-term investment in CaixaBank.

• Based on the foregoing, the present Policy aims to set out the basic criteria and principles governing resolutions on shareholder remuneration that the Board will submit to the shareholders for approval in General Meeting and, where applicable, resolutions on interim dividends approved by the Board.

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