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Wednesday, 26 April 2017
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Barcelona, Tuesday 22 May 2012 The “la Caixa” Annual General Assembly approves the absorption of Banca Cívica
• The top governing body of “la Caixa” has approved the bank’s 2011 annual financial statement and management report, as well as the Welfare Projects budget for 2012, which stands at 500 million euro for the fifth consecutive year.

• “la Caixa”’s Chairman, Isidro Fainé, described Welfare Projects as "the defining reason for our existence as a financial institution”, insisting that “social engagement is of even greater relevance in the context of the current social and economic turmoil”.

• The bank also partially renewed its governing bodies and implemented adjustments to comply with new regulations on representation for the various sectors.

• With regards to the merger with Banca Cívica, Isidro Fainé emphasised that the move “creates value for all stakeholders: for “la Caixa” as the major shareholder, for minority shareholders, for employees and for the wider society thanks to our Welfare Projects".

• “la Caixa”’s CEO, Juan María Nin, underlined that the bank’s strong balance sheet, which was a priority in 2011, is the result of "prudent management, seeing us close the financial year as market leaders in terms of solvency, liquidity and asset quality".
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This afternoon, “la Caixa”’s Annual General Assembly approved the merger with Banca Cívica. This merger is planned via the absorption of Banca Cívica by CaixaBank, the bank via which Caja de Ahorros y Pensiones de Barcelona operates its financial services.

The merger will create Spain’s largest banking group, with assets of 342,000 million euro, close to 14 million customers and an average market share in Spain of 14% in deposits, 13.4% in customer loans and 10.5% in total assets.
The merger is scheduled for completion in the third quarter of 2012, with potential synergies as of 2014 forecast at 540 million euro.

Referring to the Banca Cívica merger, Isidro Fainé insisted that the operation “creates value for all stakeholders: for “la Caixa” as the major shareholder, for minority shareholders, for employees and for wider society thanks to our Welfare Projects".

Annual income statements and Welfare Project budget approved

“la Caixa”’s top governing body also approved the Group’s 2011 Annual Financial Statements and Management Reports, both individual and consolidated, as well as the Directors Management Report. Likewise, the Assembly approved the 2011 Welfare Projects Management Report, Financial Statements and 2012 budget, which stands at 500 million euro for the fifth consecutive year.

Amid a complex and volatile economic climate, and having set aside sizeable provisions, "la Caixa" Group posted attributable profit in 2011 of 975 million euro, 32.1% less than in 2010. Earnings excluding non-recurring items stood at 1,336 million euro (-13.6%).

The Chairman’s speech and CEO report

The Assembly opened with a speech from the "la Caixa" Chairman, Isidro Fainé and a presentation by the CEO, Juan María Nin. The Chairman looked back over the year, highlighting the “la Caixa” Group" restructuring and the floatation of CaixaBank on the stock exchange. As Isidro Fainé pointed out, “this is the first Assembly since the Group’s restructuring, representing a resolute step towards adjusting our institution to the current times”. Fainé emphasized that the group completed its restructuring just five months ago.

“The solid financial position held by “la Caixa” Group is founded on our governing bodies, the hard work of every member of our team and sustained excellence over many years; as well as a permanent and modern management model based on diligence, prudence and foresight”, stated the Chairman of “la Caixa” and CaixaBank.

Despite the advent of CaixaBank, Isidro Fainé emphasized that “la Caixa” remains “true to its values”, adding that the bank’s “inimitable distinction is its institutional dedication to social services, its pursuit of business growth, and financial objectives that are coherent with the core mission of satisfying customer needs and providing social welfare”.

Indeed, social welfare occupied a substantial section of the “la Caixa” Chairman’s speech, describing it as the “defining reason for our work as a financial institution”.

Fainé, who ran through the main welfare projects and 36,000 activities that were programmed in 2011, emphasized that “this social dividend is becoming increasingly relevant due to the current social and financial turmoil: two thirds of the budget is earmarked to benefit the most fragile members of society”.

The “la Caixa” Chairman closed his speech by pointing out that “the "la Caixa" Group is now positioned worldwide: whether via its financial activities, via CaixaBank and its holdings in other financial institutions, via Welfare Projects or via our portfolio of affiliates".

Meanwhile, the “la Caixa” CEO recapped the key figures from 2011, highlighting the bank's commercial strength, which has seen the bank “gain market share in most products and services, while retaining comfortable leadership in all retail banking segments". “Even in the current circumstances the bank has not stopped lending: there were 840,000 new loan operations (80,500 million euro) in 2011”, he added, illustrating the bank's engagement with its customers.

The CEO of “la Caixa” and CaixaBank also pointed out to the Group’s ability to generate earnings, both recurrent and extraordinary, as well as the strength of the balance sheet, “a priority in 2011, and which in the light of the latest regulatory requirements is extremely important; evidence of the prudent management that steered the bank to its position as market leader in terms of solvency, liquidity and asset quality”.

As well as organic growth, Juan María Nin emphasised that “the Banca Cívica merger will improve our costs structure amid the difficult current financial context, building the foundations for stronger earnings growth thanks to our new market positioning”. He added that the operation “helps consolidate the restructuring of the Spanish banking industry, creating a leading institution in Spain with assets of 342 billion euro and extensive regional coverage, all of which helps support the country’s economic development”.

The Welfare Projects budget remains unchanged at 500 million euro

"la Caixa”’s top governing body also approved the Welfare Projects 2012 Report, Financial Statements and budget, as well as finalising 2011 figures.

The budget is in line with the “la Caixa” Group 2011-2014 Strategic Plan, consolidating and increasing the bank’s engagement with society’s needs in the current context.

Adjustments to comply with Decree Law 5/2101 and renewal of governing bodies

The bank has adjusted by-laws to comply with Decree Law 5/2010, dated 3 August, amending the consolidated text of the Catalan Savings Bank Act. Furthermore, "la Caixa"’s governing bodies were renewed, now being comprised as follows:

 

Assembly

Board of Directors

Steering Committee

Deposit holders

64 representatives

8 representatives

4 representatives

Founding and  

community interest entities

45 representatives

6 representatives

2 representatives

Local government corporations

31 representatives

4 representatives

2 representatives

Employees

20 representatives

3 representatives

1 representative

Every three years "la Caixa" partially renews its governing bodies: the General Assembly, the Board of Directors and the Steering Committee. The new and existing members of the "la Caixa" General Assembly took their posts prior to the meeting, in compliance with Catalan Savings Bank Act, requiring that 50% of General Assembly members be replaced.

Likewise, at the Assembly members were appointed or re-elected to the "la Caixa" Board of Directors and the Steering Committee to cover vacancies left by outgoing members whose terms have come to an end, in accordance with the Catalan Savings Bank Act.

As a result of these changes, the Board of Directors is comprised as follows:

Chairman: Isidro Fainé Casas
First Vice-Chairman: Salvador Gabarró Serra
Second Vice-Chairman: Javier Godó Muntañola

Members:
- Eva Aurín Pardo
- Victòria Barber Willems
- Mª Teresa Bassons Boncompte
- Montserrat Cabra Martorell
- Josep-Delfí Guardia Canela
- Monika Habsburg Lothringen
- Francesc Homs Ferret
- Javier Ibarz Alegria
- Juan José López Burniol
- Mario López Martínez
- Mª Dolors Llobet Maria
- Estefanía Judit Martín Puente
- Miquel Noguer Planas
- Justo Novella Martínez
- Ana Robles Gordaliza
- Leopoldo Rodés Castañé
- Josep Joan Simon Carreras
- Josep Francesc Zaragozà Alba

Secretary (non-member): Alejandro García-Bragado Dalmau
Vice-Secretary (non-member): Óscar Calderón de Oya

The Steering Committee is made up of the following members:

Chairman: Jaume Gil Aluja

- Josefina Castellví Piulachs
- Josep Antoni Frías Molina
- José Daniel Barquero Cabrero
- Josep Fullana Massanet
- Josep Magriñà Poblet
- Enrique Quijano Roy
- Mª Rosa Pujol Esteve
- Miquel Vives Corona

The new Board of Directors held its first meeting after the General Assembly, electing members to the Executive Committee, the Welfare Projects Committee, the Investments Committee and the Remuneration Committee. All will be presided over by Isidro Fainé Casas, as established by "la Caixa" by-laws. The "la Caixa" CEO, Juan María Nin Génova, also has a vote on these committees. The secretary (non-member) of the committees will be Alejandro García-Bragado Dalmau.

The Executive Committee will be comprised of the Chairman, Isidro Fainé Casas, Vice-Chairmen Salvador Gabarró Serra and Javier Godó Muntañola, and the members Eva Aurín Pardo, Mª Dolors Llobet Maria, Miquel Noguer Planas and Leopoldo Rodés Castañé, as well as the CEO, Juan María Nin Génova

The Welfare Projects Committee will be comprised of the Chairman, Isidro Fainé Casas, and the members Salvador Gabarró Serra, Javier Godó Muntañola, Francesc Homs Ferret, Montserrat Cabra Martorell, Juan José López Burniol, Mario López Martínez, Justo B. Novella Martínez and Javier Ibarz Alegría, and the CEO, Juan María Nin Génova, and Jaime Lanaspa Gatnau, Managing Director of the “la Caixa” Foundation.

The Investments Committee will be made up by the Chairman, Isidro Fainé Casas and members Leopoldo Rodés and Mª Dolors Llobet Maria, as well as the CEO, Juan María Nin Génova.

The Remuneration Committee will be comprised of the Chairman, Isidro Fainé Casas, the members Salvador Gabarró Serra and Javier Godó Muntañola, as well as the CEO, Juan María Nin Génova.

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