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  4. Merger Bankia-CaixaBank: FAQs shareholders

Merger Bankia-CaixaBank: FAQs shareholders

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How does the merger affect me if I am a Bankia shareholder?

Bankia shareholders will become shareholders of the new bank created by the merger. Once the pertinent regulatory clearances have been obtained, the public deed of the merger will be recorded in the Commercial Registry of Valencia, followed a few days later by the exchange of Bankia shares for newly issued ordinary shares of CaixaBank.

CaixaBank will apply to have the new shares that it issues to carry out the merger swap admitted for trading on the Barcelona, Bilbao, Madrid and Valencia Stock Exchanges.

What regulatory authorisations are required for the merger?

Once approved by the general meetings of shareholders of Bankia and CaixaBank, the merger has to be authorised by Spain's Ministry of Economy and Digital Transformation and its markets and competition authority, the Comisión Nacional de los Mercados y la Competencia (CNMC), and not be objected to by the Spanish Directorate General for Insurance and Pension Funds, by Spain's security exchange authority (CNMV), the Bank of Spain or the European Central Bank (ECB).

When will I no longer be a Bankia shareholder and become a shareholder in the new CaixaBank?

You will cease to be a shareholder in Bankia once your Bankia shares are exchanged for CaixaBank shares, which will take place within a few days after the day on which the deed of merger is entered in the Commercial Registry of Valencia.

When will Bankia shares stop being traded?

Bankia will no longer be listed for trading once the share exchange has been executed.

When will the swap of Bankia and CaixaBank shares take place?

The exchange of Bankia shares for CaixaBank shares will take place within a few days after the deed of merger's entry in the Commercial Registry of Valencia.

How does the merger share exchange work?

The exchange involves shares. The arrangement consists in an exchange ratio of 0.6845 new ordinary shares of CaixaBank for each Bankia share and includes a premium of 20% over the exchange ratio at the close of trading on September 3rd.

How many shares of CaixaBank will I receive if I have 1,000 shares of Bankia?

If you own 1,000 shares of Bankia, you will receive 684 newly issued ordinary shares of CaixaBank and the “fractions agent” will make the relevant adjustment and pay you in cash for the remainder.

What does the “fractions agent” do in the share swap?

Bankia shareholders who own a number of shares that according to the agreed share exchange ratio does not entitle them to a whole number of CaixaBank shares will be able to buy or sell shares so that their shareholding does entitle them per that share exchange ratio to a whole number of CaixaBank shares.

If the exchange does not give rise to a whole number of CaixaBank shares, the financial institution appointed as “fractions agent” will act as counterparty for the purchase of the share fractions and make a cash payment to the shareholders for their value.

Unless there are express written instructions to the contrary, the Bankia shareholder will be assumed to accept the fractions acquisition system, without the need to give instructions in this respect the share custodian, who will inform the shareholder of the result of the transaction once it has been completed.

Is the merger with CaixaBank the best option for Bankia shareholders? Couldn't a higher price have been obtained?

The best option for Bankia shareholders is to carry out a merger with CaixaBank, as this will create notable value, with a 69% increase in the earnings per share ratio estimated for Bankia as an independent bank in 2022.

Will Bankia distribute extraordinary dividends before the merger is carried through?

n line with the recommendations of the European Central Bank (ECB) and out of prudence, the bank decided not to distribute extraordinary dividends even though it has achieved its goal of generating surplus capital of 2,500 million euros in three years. In this context, Bankia believes that the best way to generate shareholder value is to carry out this merger.

Nevertheless, both banks undertook in the merger agreement not to distribute dividends until the transaction is closed.

Will ordinary dividends be distributed against Bankia's 2020 earnings?

The new CaixaBank's idea is to distribute dividends in 2021 out of 2020 earnings if the European Central Bank (ECB) so allows. If the regulator permits, the current Bankia shareholders who become shareholders in the new CaixaBank will be entitled to that dividend.

Can I trade freely in my Bankia shares or does the merger entail some type of limitation?

There is no limitation and Bankia shareholders may continue trading with their shares as they normally do until the exchange for CaixaBank shares takes place.

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