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Remuneration policy

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Royal Legislative Decree 1/2010 of 2 July 2010, approving the consolidated text of the Spanish Corporations Act (Ley de Sociedades de Capital) provides, inter alia, that listed capital companies must have a remuneration policy for their directors. That policy must be consistent with the remuneration scheme contemplated in the Bylaws, and must be approved by the general meeting of shareholders at least every three years as a separate point on the agenda.

The remuneration policy for members of Bankia’s Board of Directors and senior management is based on a number of principles, including customer orientation, links to shareholders, gender equality, balance of remuneration components, and compatibility with appropriate, effective risk management.

The fixed remuneration of the bank's executive directors must not exceed 500,000 euros per year and their variable remuneration is limited to a maximum of 60% of their annual fixed remuneration. Variable remuneration consists of a cash amount and a certain number of shares. The cash amount represents 50% of the variable remuneration and the value of the shares accounts for the remaining 50%.

The shares in the variable remuneration will be handed over net of taxes, which is payable in all cases by the directors, and they will be unavailable for a period of one year from the date of handover.

Payment of the variable remuneration for executive directors, both in cash and in shares, is deferred for three years from its accrual in the event of annual variable remuneration and five years for multi-year variable remuneration.

Non-executive directors receive a maximum fixed remuneration of 100,000 euros per year and no variable remuneration.

The members of Bankia’s Board of Directors do not receive any additional amount in the form of attendance fees or for membership of Board committees.

The Ordinary General Meeting of Shareholders, in 2019, approved this remuneration policy:

Director remuneration policy of Bankia, S.A. (2019-2021)

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