03

Corporate Governance

Corporate Governance [PAGE 41 ]  Best Corporate Governance practices (G) [PAGE 42 ] Ownership [PAGE 47 ] Management and Administration of the Company [PAGE 57 ] Committees of the Board [PAGE 100 ] Senior Executive [PAGE 112 ] Remuneration [PAGE 118]

Corporate Governance

Sound corporate governance enables companies to maintain an

efficient and methodical decision-making process,

because it incorporates clarity in the allocation of roles and

responsibilities and, at the same time, promotes proper risk

management and efficient internal control, which enhances

transparency and limits the appearance of potential conflicts of

interest.

All of this promotes management excellence that results in greater value for the

company and therefore for its stakeholders.

In line with our commitment to our mission and vision, integrating good

corporate governance practices into our business is necessary and is a strategic

priority to achieve a well-run company and to be recognised for it.

Information on the Company's corporate governance is supplemented by the

Annual Report on the Remuneration of directors (ARR), which is prepared and

submitted to a non-binding vote at the Annual General Meeting of Shareholders.

Following its approval by the Board of Directors and its publication on the CNMV

website, the IARC and this ACGR are available on the CaixaBank corporate

website (www.caixabank.com).

CaixaBank's Corporate Government Policy is based on the Company's

corporate values and also on good practices for governance, particularly the

recommendations in the Good Governance Code of Listed Companies approved

by the CNMV in 2015 and revised in 2020. This policy establishes the action

principles that will regulate the Company's corporate governance, and its text

was reviewed in December 2021.

> CORPORATE GOVERNANCE PRINCIPLES AND PRACTICES

01. Competencies and self- organisation	02. Diversity and balance	03. Professionalism for proper compliance
→ in a efficient manner of the Board of Directors	→ in the composition of the Board of Directors	→ with the duties of members of the Board of Directors

04. Balanced remuneration	05. Commitment	06. Protection and promotion
→ and aimed at attracting and retaining the appropriate profile of members of the Board of Directors	→ commitment to ethical and sustainable action	→ of shareholder rights

07. Prevention, identification and proper handling of conflicts of interest		08. Regulatory compliance
→ in particular with regard to operations with related parties, considering intragroup relations		→ regulations as the guiding principle for all staff who form part of CaixaBank

09. Achievement of social interest	10. Transparent information
→ through the acceptance and updating of best governance practices	→ covering both financial and non-financial activity

Best Corporate Governance practices (G)

Of the 64 recommendations of the Good Governance Code, except for one that is not applicable, CaixaBank complies fully with 59 and partially complies with

4: The following list contains the recommendations with which CaixaBank is partially compliant, and the reason:

RECOMMENDATIONS THAT ARE PARTIALLY MET ARE:

RECOMMENDATION 5

Given that the General Shareholders' Meeting on 22

March 2024 approved a resolution delegating to the

Board of Directors the power to issue bonds

convertible into shares that allow or are intended to

meet regulatory requirements for their eligibility as

additional Tier 1 regulatory capital instruments, with

the power to exclude pre-emptive subscription

rights, subjecting the capital increases that the

Board of Directors may approve under this

authorisation to the limitation of 50 % of the capital

at the time of authorisation and not 20 %, the latter

being the general limit applicable to listed

companies. The agreement replaces and annulled,

in the unused amount, the previous delegation in

force, approved in the General Shareholders'

Meeting held on 14 May 2021.

Law 5/2021, in force since 3 May 2021, imposed a

general prohibition for all listed companies against

the General Meeting delegating to the Board the

power to increase the share capital, excluding pre-

emptive subscription rights, by an amount

exceeding 20% of the share capital. , as well as the

power to issue convertible bonds excluding pre-

emptive subscription rights, so that the maximum

number of shares into which the bonds may be

converted, added to the number of shares issued by

the directors under the delegation to increase

capital, does not exceed 20% of the share capital.

Without prejudice to the foregoing, in the case of

credit institutions, as is the case of CaixaBank, the

Law provides for the possibility of not applying this

20% limit to convertible bond issues made by credit

institutions, provided that these issues comply with

the requirements set forth in Regulation (EU)

575/2013, This is expressly stated in the resolution

of delegation of the General Shareholders' Meeting

dated 22 March 2024, which is currently in force,

and was also established in the resolution approved

by the General Shareholders' Meeting on 14 March

2021, with the limit of 50% of share capital being

applicable at the time of authorisation.

In addition to the issue approved in 2021, on 16

February 2023 and 30 November 2023, the Board of

Directors approved the issue of preference shares

convertible into shares for a total nominal amount

of €750,000,000 (in each case) and excluding pre-

emptive subscription rights.

Pursuant to the delegation of powers granted to it

by the Ordinary General Shareholders' Meeting held

on 22 March 2024, on 28 November 2024 the Board

of Directors approved the issue of preference

shares convertible into shares for a maximum

nominal amount of €1 billion, excluding pre-

emptive subscription rights, the final terms of which

were set on 16 January 2025, as published in a

notice of OIR of the same date. The preference

shares are perpetual, although they may be

redeemed in certain circumstances at CaixaBank's

option and, in any event, will be mandatorily

converted into newly-issued ordinary shares of the

entity if CaixaBank or the CaixaBank Group has a

Common Equity Tier 1 ratio (CET1 ratio), calculated

in accordance with European Regulation 575/2013

of 26 June 2013 of the European Parliament and of

the Council on prudential requirements for credit

institutions and investment firms, of less than

5.125%. The Issue has been targeted exclusively at

professional investors and eligible counterparties,

with retail investors being expressly excluded.

RECOMMENDATION 10

Given that the Regulations of the CaixaBank General

Shareholders' Meeting provide for a different

system of presumption of voting depending on

whether the resolutions are proposed by the Board

of Directors or by shareholders. This is intended to

avoid difficulties in counting shareholders who are

absent before the vote is taken, and also resolves

the situation where new proposals deal with

resolutions that contradict the proposals submitted

by the Board, guaranteeing in all cases the

transparency of the vote count and proper

recording of votes.

RECOMMENDATION 27

Because proxies for voting at board meetings, if

any, in the event of inability to attend, may be

granted with or without specific instructions for the

election of each director. The freedom to make

proxies with or without specific instructions is

considered by the Company to be good corporate

governance practice and, in particular, the absence

of proxies facilitates the proxy-holder's position to

follow the tenor of the debate.

RECOMMENDATION 64

Payments for termination or expiry of the

Chairman's and CEO's contracts, including

severance pay in the event of termination or expiry

of the relationship in certain cases and the post-

contractual non-competition agreement, do not

exceed the amount equivalent to two years of the

total annual remuneration for each of them. In

addition, CaixaBank has recognised a social security

supplement for the CEO to cover retirement, death

and permanent total, absolute or severe disability,

and for the Chairman to cover death and

permanent total, absolute or severe disability.

In the case of the commitment to cover the

retirement contingency, this is a system established

under a defined contribution plan, for which the

annual contributions to be made are fixed in

advance. By virtue of this commitment, the CEO is

entitled to receive a retirement benefit when he

reaches the legally established age, which will be

the result of the sum of the contributions made by

CaixaBank and their corresponding returns up to

that date, provided that he is not terminated for just

cause, and without prejudice to the treatment

applicable to discretionary pension benefits in

accordance with the remuneration regulations

applicable to credit institutions. With the

termination of the CEO's contract, the contributions

would be consolidated (except in the event of

termination for just cause attributable to the CEO),

but in no case is there any provision for the

possibility of receiving an early retirement benefit,

since its accrual and payment would occur only on

the occasion and at the time of retirement (or the

occurrence of the other contingencies covered) and

not on the occasion of the termination of the

contract. The nature of these savings systems is not

to indemnify or compensate for the loss of rights to

the assumption of non-competition obligations, as

they are configured as a savings system that is

endowed over time with periodic contributions and

which form part of the fixed components of the

usual remuneration package of the Executive

Directors; unlike indemnities or compensations for

not competing, it grows over time and is not set in

absolute terms.

Therefore, the institution would only be in breach of

Likewise, Recommendation 2 is considered inapplicable, since CaixaBank is not a controlled company within the meaning of Article 42 of the Commercial Code, whether by a listed or unlisted entity (D.7).

recommendation 64 if the mere consolidation of

savings scheme entitlements, without actual accrual

or payment at the time of termination, were to be

included in the concept of termination payments or

termination of contract payments as defined

therein.

Changes in the composition of the Board and its committees in the financial year 2024

The Ordinary General Meeting of Shareholders of 2024 held on 22 March

approved the re-election of María Verónica Fisas (independent director) as a

member of the Board of Directors. And, following the Ordinary General Meeting,

the Board of Directors agreed to re-appoint Ms Fisas as a member of the Risk

Committee.

Also, on 30 October 2024, CaixaBank reported that the Chairman of the Board of

Directors, José Ignacio Goirigolzarri, had stated his intention not to renew his

term of office at the next General Meeting and therefore tendered his

resignation as Executive Chairman and Director of CaixaBank effective 1 January

2025. It was also reported that the Board of Directors, at the proposal of the

Appointments and Sustainability Committee, had agreed to appoint Tomás

Muniesa as Chairman of CaixaBank, also with effect from 1 January 2025, at

which point the chairmanship of the Bank will no longer have executive

functions.

During the financial year 2024, the Board of Directors of

CaixaBank has moved forward and consolidated its functions'

fulfillment, acting at all times within its responsibilities, adopting

how many agreements and issuing how many reports him

correspond or they have been him expressly required.

Corporate Governance Developments in 2024

In addition to what was explained in the previous

section on the re-election of an independent

director and the change of the Chairman as of 1

January 2025, who will no longer have executive

functions, it should be noted that the Board of

Directors had established an improvement plan for

the 2024 financial year, as a result of the

assessment carried out in 2023, relating to the

functioning of the Board itself and its Committees,

as well as to issues of time distribution to increase

attention to the monitoring of significant

investments and also to the governance of the

CaixaBank Group's most relevant subsidiaries and,

in order to keep Board members permanently

updated, to carry out training actions on various

subjects. In this regard, and in relation to these

opportunities for improvement, during the 2024

financial year, once again the objectives set were

met and solid progress was made towards good

Corporate Governance, consolidating the strengths

of transparent, efficient, coherent governance

aligned with the objectives of the entity's Strategic

Plan.

With regard to the functioning of the Board of

Directors and its Committees, and without losing

sight of the very positive progress achieved in

recent years, it has been deemed important to

maintain and strengthen the excellent standard of

meeting dynamics, both in terms of duration and

the allocation of time to different matters,

particularly the time dedicated to monitoring key

subsidiaries and strategic issues, as well as the

periodic review of major investment projects.

In this respect, progress has been made at Board

meetings in terms of the balance between

presentation time and discussion of issues, and the

transparency and quality of debates has been

consolidated, with the Chairman playing a key role

in stimulating and facilitating them. Efforts have

also been made to enhance and consolidate the

anticipation levels in providing information and

documentation to Board members, alongside the

continuous improvement of the IT tools available to

directors. Furthermore, as a good corporate

governance practice, the annual meeting schedule

for the Board for the following financial year was

approved in June 2024, along with the monitoring of

the Annual Plan established for the period.

Relevant issues were also monitored, such as the

Strategic Information Systems Plan with the support

of the Innovation, Technology and Digital

Transformation Committee, analysing the approach,

objectives and investments, with special attention to

AI, and the Customer Service Improvement Project.

In relation to the next financial year, also the

opportunity to discuss alternative scenarios for

business growth and evolution of the organisation,

which has materialised in the New Strategic Plan

2025-2027.

In order to strengthen and enhance the knowledge

of the Board of Directors as a whole, as well as the

specific knowledge of the Committees, a training

plan has been followed throughout the year

dedicated to the analysis of various topics, paying

special attention at all times to the priority areas for

the fulfilment of its functions.

In terms of succession planning, greater

transparency has been provided on the process for

establishing the Chairman's and CEO's Succession

Plan, as well as greater detail on the process,

candidate pool and opportunities for exposure and

visibility in relation to the Succession Plan for

members of the Management Committee. In

addition, the Selection Policy for Directors and

members of the Management Committee and other

key function holders has been amended and a new

Succession Policy has been approved.

Finally, in line with best corporate governance

practices, two meetings of the Lead Independent

Director were held without the presence of the

executive directors.

Challenges for 2025

After carrying out this self-assessment exercise and examining the results

obtained and its conclusions, also taking into account the activity reports of the

Board Committees (published on the corporate website as an exercise of greater

transparency and good practice in the entity's corporate governance), the Board

has concluded that, in general terms, its functioning and composition have been

adequate for the exercise and performance of its functions, in particular for the

correct management of the company that the governing body has carried out.

In short, the Board has favourably assessed the quality and efficiency of its

functioning, as well as that of its Committees during financial year 2024.

Furthermore, the structure, size and composition of the Board of Directors has

also been considered adequate, particularly in terms of gender diversity and

diversity of professional training and experience, age and geographical origin, in

accordance with the verification of compliance with the selection policy, as well

as taking into account the individual re-evaluation of the suitability of each

director carried out by the Appointments and Sustainability Committee, which

leads to the conclusion that the Board of Directors as a whole is suitable in terms

of composition.

Likewise, in order to continue improving the quality and efficiency of the

functioning of the Board and its Committees, it has been agreed to address and

implement some specific recommendations during the 2025 financial year.

With regard to the functioning of the Board and its committees, preserve the

current efficiency in the organisation and dynamics of the Board of Directors and

its committees (planning agendas, committee reports to the Board, monitoring

of agreements), giving priority to the integration of new directors in the

Company's culture, and in providing information about the executive team and

the organisation by means of onboarding and initial training programmes.

Furthermore, continue to improve the distribution of competencies and

coordination between the Board's committees.

Similarly, during 2025, in accordance with the recommendations made by the

Lead Independent Director, the Board will continue to pay special attention to

the monitoring and supervision of the Company's actions in the following areas.

It highlights a commitment to conducting regular oversight of both key

investment projects and the activities of CaixaBank's major subsidiaries. The

Board will place particular emphasis on the implementation of the Strategic Plan

for Information Systems. Additionally, monitoring the enhancements made in

customer service will be a key priority, along with overseeing the action plans

established within the organization, particularly in relation to talent

development.

Finally, in order to keep the Council permanently up to date, it was agreed to

continue promoting training activities for Council members on various subjects,

paying special attention at all times to the priority areas for the fulfilment of its

functions.

Ownership

Share capital  (A.1 + A.11 + A.14)

At year-end, CaixaBank's share capital amounted to €7,174,937,846, represented

by 7,174,937,846 shares of €1 par value each, belonging to a single class and

series, with identical voting and dividend rights, and represented by book

entries. The shares into which the Company's share capital is divided are listed

for trading on the Barcelona, Bilbao, Madrid and Valencia stock exchanges

through the Automated Trading System (Continuous Market).

On 4 December 2024, CaixaBank's current share capital was registered in the

Companies' Registry of Valencia as a result of the execution of the reduction in

the Company's share capital agreed by the Board of Directors on 18 November

2024. The Company's By-laws do not contain the provision for double voting

shares through loyalty. 

As regards the issuance of securities not traded in a regulated EU market, thus,

referring to non-participating or non-convertible securities, CaixaBank

performed:

> in 2021, an issue of ordinary non-preferred bonds, admitted to trading on

the Swiss SIX market, for an amount of CHF 200 million (ISIN

CH1112011593),

> in 2023, an issue of ordinary non-preferred bonds, admitted to trading on

the Irish over-the-counter market (GEM), for an amount of USD 1.25 billion

(ISIN US12803RAA23 / USE2428RAA35),

> in 2023, a USD 1 billion issue of ordinary non-preferred bonds admitted to

trading on the Irish over-the-counter market (GEM) (ISIN US12803RAB06 /

USE2428RAB18),

> in 2023, a USD 1 billion issue of ordinary non-preferred bonds admitted to

trading on the Irish over-the-counter market (GEM) (ISIN US12803RAC88 /

USE2428RAC90),

> in 2024, an issue of ordinary "preferred" bonds, admitted to trading on the

Swiss SIX market, for an amount of CHF 300 million (ISIN CH1325807886),

> in 2024, a USD 1 billion issue of ordinary non-preferred bonds admitted to

trading on the Irish over-the-counter market (GEM) (ISIN US12803RAG92 /

USE2428RAG05),

> in 2024, a USD 1 billion (US12803RAH75 / USE2428RAH87) issue of non-

preferred ordinary bonds admitted to trading on the Irish over-the-counter

market (GEM).

Also, of the issues of securities admitted to trading outside a regulated market in

the EU that were incorporated into CaixaBank as a result of the merger by

absorption of Bankia, at 31 December 2023 an issue of ordinary bonds carried

out in 2022 for €7.9 million (ISIN XS0147547177), admitted to trading on the

unregulated market in Luxembourg, was still current.

Shareholder structure

Share tranches	Shareholders¹	Shares	% Share capital
from 1 to 500	263,248	48,779,265	0.7
from 501 to 1,000	100,154	72,413,495	1.0
from 1,001 to 5,000	151,742	331,278,125	4.6
of 5,001 to 50,000	39,115	442,666,458	6.2
from 50,001 to 100,000	811	55,433,349	0.8
more than 100,000²	550	6,224,367,154	86.8
Total	555,620	7,174,937,846	100

1 For shares held by investors trading through a custodian entity located outside of Spain, the custodian is considered to be the

shareholder and appears as such in the corresponding book entry register.

2 Includes treasury shares.

Significant shareholders (A.2)

In accordance with the CNMV definition, significant shareholders are those who

hold voting rights representing at least 3 % of the total voting rights of the issuer

(or 1 % if the shareholder is a resident of a tax haven). According to the

information provided by "la Caixa" Banking Foundation (and its subsidiary

Criteria Caixa, S.A.U.) and by FROB (and its subsidiary BFA, Tenedora de

Acciones, S.A.) at 31 December 2024 and BlackRock's latest public

communication to the CNMV dated 4 October 2024, its shareholdings  (in

accordance with the share capital on 31 December 2024) are as follows:

	% of voting rights attributed to the shares		% of voting rights through financial instruments
Name or corporate name of the owner	Direct	Indirect	Direct	Indirect	% total voting rights
BlackRock, Inc.	0.000	3.868	0.000	0.264	4.133
”la Caixa” Banking Foundation	0.000	31.222	0.000	0.000	31.222
Criteria Caixa, SAU	31.222	0.000	0.000	0.000	31.222
FROB	0.000	18.029	0.000	0.000	18.029
BFA, Tenedora de Acciones, S.A.	18.029	0.000	0.000	0.000	18.029

Details of indirect holding

Details of direct and indirect owners of significant holdings at the end of the

financial year, excluding directors with a significant shareholding:

Name or corporate name of the indirect owner	Name or corporate name of the direct owner	% of voting rights attributed to the shares	% of voting rights through financial	% total voting rights
BlackRock, Inc.	Other controlled entities belonging to the BlackRock, Inc. Group	3.868	0.264	4.133
”la Caixa” Banking Foundation	Criteria Caixa, SAU	31.222	0.000	31.222
FROB	BFA, Tenedora de Acciones, S.A.	18.029	0.000	18.029

The most relevant changes with regard to significant shareholdings in the last

financial year and notified to the CNMV are detailed below:

		Status of significant shareholding
Date	Shareholder name	% previous stake	% subsequent stake
04/10/2024	BlackRock, Inc.	4.994	4.08

Shareholders' agreements  (A.7 + A.4)

The Company is not aware of any concerted actions among its shareholders or

shareholders' agreements, nor any other type of relationship, whether of a

family, commercial, contractual or corporate nature, among the significant

shareholders.

Treasury shares (A.9 + A.10)

As at 31 December 2024, the Board has the authorisation of the AGM of 22 May

2020 granted for 5 years to proceed with the derivative acquisition of treasury

shares, both directly and indirectly through its subsidiaries, on the following

terms:

> The acquisition may be in the form of a trade, swap, dation in payment or

any other form allowed by law, in one or more instalments, provided that

the nominal amount of the shares acquired does not amount to more than

10% of the subscribed share capital when added to those already owned by

the Company.

> When the acquisition is burdensome, the price shall be the price of

Company shares on the Continuous Market at theclose of the day prior to

the acquisition, +/-15 %.

Furthermore, the shares acquired by virtue of this authorisation may be

subsequently disposed of or redeemed, or else extended to employees and

directors of the Company or its group as part of the remuneration systems. In

accordance with the provisions of the Internal Rules of Conduct in matters

relating to the securities market, CaixaBank share transactions must always be

for legitimate purposes, such as contributing to the liquidity and regularising the

trading of CaixaBank shares. Under no circumstances shall they be conducted in

order to intervene in the free market price formation process or to favour

specific CaixaBank shareholders. In this regard, the Board of Directors set the

criteria for intervention in treasury shares on the basis of a new alerts system to

define the margin of discretion of the inside area when managing treasury

shares.

 

	56,445,656
	Number of shares held directly

	951,240
	Number of indirect shares*

	0.80%
	% of total share capital

 

Number of indirect shares* via:
Vida-Caixa, S.A. de Seguros y Reaseguros	274,292
Banco BPI, S.A	555,865
Nuevo Micro Bank, S.A.U.	24,282
CaixaBank Payments & Consumer, E.F.C, E.P., S.A.	51,051
CaixaBank Wealth Management Luxembourg, S.A.	40,435
CaixaBank Operational Services, S.A.U.	5,315
Total	951,240

Treasury share transactions are carried out in isolation in an area separate from

other activities and protected by the appropriate firewalls so that no inside

information is made available.

Share Buyback Programme

The Board of Directors, having obtained the

relevant regulatory authorisations, approved a

series of share buy-back programmes to reduce

CaixaBank's share capital by redeeming the shares

acquired under the programme.

Information on the acquisition and disposal of

treasury shares during the year is included in

Note 25, "Equity," of the Consolidated Annual

Accounts.

The characteristics of the various programmes are

as follows:

Programme	Start date	Maximum amount (million EUR)	Status	No. of shares purchased	% of the capital bond	No. of shares after Programme	Share capital after Programme (Euros)	Date of enrolment in the Commercial Register
SBB II	September 2023	500	Completed	129,404,256.00	1.72%	7,372,727,363.00	7,372,727,363.00	3/5/2024
SBB III	March 2024	500	Completed	104,639,681.00	1.42%	7,268,087,682.00	7,268,087,682.00	13/6/2024
SBB IV	July 2024	500	Completed	93,149,836.00	1.28%	7,174,937,846.00	7,174,937,846.00	4/12/2024
SBB V	November 2024	500	In progress1

1 As at 31 December 2024, transactions amounting to €259 million had been carried out, with a total of 49,501,868 treasury shares repurchased, equivalent to 51.71% of the maximum monetary amount.

Additionally, on 29 January 2025, the Board of Directors approved the SBB VI share buyback program for €500 million, following the receipt of necessary regulatory

approval. This program will commence sometime after the completion of SBB V.

Regulatory free float (A.11)

The CNMV defines estimated free float as the part of share capital that is not in

the possession of significant shareholders (according to information in previous

section A.2) or members of the board of directors or that the company does not

hold in treasury shares.

53.38%

45.79%

Significant

shareholders

(total)

Regulatory free float

(CNMV Criterion)

0.80%

Treasury shares

0.03%

Board

Available free float

In order to specify the number of shares available to the public, a definition of

free float is used which takes into account issued shares minus treasury shares,

shares held by members of the Board of Directors and shares held by the “la

Caixa” Banking Foundation and the FROB, which differs from the regulatory

calculation.

GEOGRAPHICAL DISTRIBUTION OF INSTITUTIONAL INVESTORS

 

	72,0%	of the free float corresponds to institutional investors

Authorisation to increase capital (A.1)

As of 31 December 2024, the Board has the

authorisation from the AGM of 22 March 2024,

granted until March 2029, to increase the share

capital one or more times up to a maximum

nominal amount of €3,686,363,681 (equivalent to

50% of the share capital after the execution of the

capital reduction approved at the same AGM),

under terms it deems appropriate. This

authorisation may be used for the issue of new

shares, with or without premium and with or

without voting rights, for cash payments. It renders

the previous authorisation granted at the Annual

General Meeting of 22 May 2020 null and void.

The Board is authorised to exclude, in whole or in

part, the pre-emptive subscription rights, in which

case the capital increases will be limited, in general,

to a maximum total amount of €737,272,736; this is

equivalent to 10% of the share capital after the

execution of the capital reduction approved at the

same AGM). As an exception, this limit does not

apply to capital increases for the conversion of

convertible bonds, which will be subject to the

general limit of 50 % of share capital.

Along these lines, as of 3 May 2021, the Corporate

Enterprises Act includes as a general obligation the

20 % limitation for the exclusion of pre-emptive

subscription rights in capital increases, as well as in

the case of credit institutions the possibility of not

applying this 20 % (and only the general limit of 50

%) to convertible bond issues made by credit

institutions, provided that such issues comply with

the requirements under Regulation (EU) 575/2013.

At the 2024 AGM, held on 22 March 2024, the report

from the Board of Directors dated 30 November

2023 was communicated and made available to

shareholders, as required by Article 511 of Royal

Legislative Decree 1/2010 of 2 July, concerning the

issuance of potentially convertible preference

shares into shares for a total nominal amount of

€750,000,000, with exclusion of the pre-emptive

subscription right, executed on 16 January 2024.

Additionally, the Board of Directors approved on 28

November 2024 the issuance of potentially

convertible preference shares into shares for a total

nominal amount of €1,000,000,000, with exclusion

of the pre-emptive subscription right, with final

terms set on 16 January 2025, as published in an

OIR communication on the same date.

BREAKDOWN OF PREFERENCE SHARE ISSUES1

(€ millions)

				Amount to be amortised
Issue date	Maturities	Nominal amount	Annual remuneration	31-12-2024	31-12-2023
June 2017¹	Perpetual	1,000	6.750%	0	1,000
March 20181.2	Perpetual	1,250	5.250%	1,250	1,250
October 2020¹	Perpetual	750	5.875%	750	750
September 2021¹	Perpetual	750	3.625%	750	750
March 2023¹	Perpetual	750	8.250%	750	750
January 2024¹	Perpetual	750	7.500%	750	0
PREFERENCE SHARES				4,250	4,500
Own securities purchased				0	0
Total				4,250	4,500
1 They are perpetual additional tier 1 capital instruments, notwithstanding which they may be redeemed (partially or fully) in certain circumstances at CaixaBank's option (once at least five years have elapsed since their issue date according to the particular conditions of each one of them, and with the prior consent of the competent authority) and, in any case, they will be converted into the newly issued ordinary CaixaBank shares if it or the CaixaBank Group has a Common Equity Tier 1 ordinary capital ratio (CET1) calculated in accordance with European Regulation 575/2013 of 26 June of the European Parliament and of the Council on prudential requirements for credit institutions and investment firms ("CRR"), of less than 5.125%. The conversion price of the preference shares shall be the highest of (i) the volume-weighted daily average price of CaixaBank’s shares in the five trading days prior to the day the corresponding conversion is announced, ii) the minimum conversion price specified for each issue, and (iii) the par value of CaixaBank’s shares at the time of conversion.
2 From this issuance, a total of 836 million euros in nominal value was repurchased in January 2025 and later amortised. This buy-back was combined with an issuance on 24 January 2025 of preferential shares eventually convertible into newly-issue shares that qualify as Additional Tier 1 (AT1) capital for €1 billion. The remuneration, which is discretionary and subject to certain conditions, was set at 6.250% per annum.

Performance of stocks (A.1)

CaixaBank’s share price closed 2024 at €5.236 per share, representing an

increase of 40.5% over the year.

Overall, 2024 was a year of positive results in the stock markets, with most global

indices closing with gains, although the French and Portuguese indices were

notable exceptions in this generally favourable landscape. The Ibex 35 and

Eurostoxx 50 recorded gains of +14.8% and +8.3% over the year, respectively.

Similarly, the benchmark banking indices outperformed the general indices, with

the Ibex 35 Banks rising by +23.5% and the Eurostoxx Banks by +23.4%. At the

end of the 2024 financial year, CaixaBank’s trading volume in number of shares

was 5.2% lower than in 2023 (+22.9% in euros).

One of the key factors influencing financial markets in 2024 was the start of

monetary easing. Much of the movement in financial assets revolved around

investors adjusting their monetary policy expectations, with episodes of sharp

shifts in expectations as markets, following the lead of central banks, adjusted in

response to macroeconomic data flows. Another significant event was Donald

Trump’s victory, which led investors to anticipate higher inflation and raised

some concerns about global economic growth. Financial markets also

experienced other notable developments: the Bank of Japan ended the era of

negative interest rates, and geopolitical tensions escalated in the Middle East,

exerting pressure on commodity prices. 

To close the year, expectations of a more cautious Federal Reserve in 2025 led to

a significant rebound in US Treasury yields. In fact, 10-year benchmark interest

rates rose by up to 90 basis points from the start of the rate cuts, ending the

year about 70 basis points higher than at the close of 2023. In the eurozone,

sovereign yields were not immune to their US counterparts. Despite the ECB’s

more accommodative stance, with a 100-basis-point rate cut in 2024 and signals

of continued easing in 2025, yields closed the year higher: +30 basis points in

Germany, and to a lesser extent, the periphery (+19 basis points in Spain). The

poor performance of French debt stood out, whose risk premium at the end of

the year exceeded Spain's due to political uncertainty and its fiscal situation.

Furthermore, the equity market rallied for the second consecutive year with

significant gains in the main global stock markets, except for a few (France and

Brazil, both affected by political and fiscal uncertainty), with the global MSCI

ACWI up 15%, and the American stock market once more outperforming all the

rest. Expected profits from artificial intelligence (AI) boosted the superiority of

technology companies in the equity market, and the S&P 500 had back-to-back

years of gains in excess of 20% for the first time in over 25 years.

In the currency markets, the dollar emerged as the year's strongest currency,

rising 7% by year-end against a basket of currencies. This increase reflects

expectations of higher interest rates in the United States. and forecasting

stronger growth with respect to the rest of world economies. As a result, the

euro closed the year down 6% against the dollar, trading at 1.03 USD.

CAIXABANK SHARE PERFORMANCE

(WITH RESPECT TO SPANISH AND EUROPEAN BENCHMARK INDEXES)

(year-end 2023 base 100 and annual variations in %)

CaixaBank	Eurostoxx 50	IBEX 35	Eurostoxx Eurozone Banks
+40.5%	+8.3%	+14.8%	+23.4%

Share	December 2024	December 2023	Change
Share price (€/share)	5.236	3.726	1.510
Market capitalisation	37,269	27,450	9,819
Book value (€/share)	5.17	4.93	0.24
Tangible book value (€/share)	4.41	4.20	0.21
Net profit attrib. per share (€/share) (12 months)	0.80	0.64	0.16
PER (Price / EPS; times)	6.57	5.78	0.79
P/B ratio (price / book value)	1.01	0.76	0.26

Shareholder rights

There are no legal or statutory restrictions on the exercise of shareholders'

voting rights, which may be exercised either through physical or telematic

attendance at the AGM, if certain conditions¹ are met, or prior to the AGM by

remote means of communication. (B.6)

During 2024, no modifications to CaixaBank's By-laws were approved (except for

those relating to the modification of its share capital).

The Company's By-laws do not contain the provision for double voting shares

through loyalty. Similarly, there are no statutory limitations on the transferability

of shares, aside from those prescribed by legal regulations. (A.1 and A.12)

CaixaBank has not adopted any neutralisation measures (according to the

definitions in the Securities Market Law) in the event of a takeover bid. (A.13)

On the other hand, there are legal provisions2 that regulate the acquisition of

significant shareholdings in credit institutions as banking is a regulated sector

(the acquisition of shareholdings or significant influence is subject to regulatory

approval or non-objection) without prejudice to those related to the obligation to

formulate a public takeover bid for the shares to acquire control and for other

similar operations.

Regarding the rules applicable to amendments to the By-laws, as well as the

rules for shareholders' rights to amend them, CaixaBank's rules and regulations

largely include the provisions of the

Capital Companies Act. Likewise, as a credit institution, the amendment of the

By-laws is subject to the authorisation and registration procedure established in

Royal Decree 84/2015, of 13 February, which implements Law 10/2014, of 26

June, on the regulation, supervision and solvency of credit institutions. It should

be mentioned that, in accordance with the regime envisaged in this rule, certain

modifications (the change of registered office within the national territory, the

increase of share capital or the textual incorporation of mandatory or prohibitive

legal or regulatory precepts, or to comply with judicial or administrative

resolutions, as well as those that the Banco de España has considered of little

relevance in response to prior consultation) are not subject to the authorisation

procedure, although they must in any case be notified to the Bank of Spain for

registration in the Register of Credit Institutions.  (B.3)

In relation to the right to information, the Company acts under the general

principles of transparency and non-discrimination contained in current

legislation and set out in internal regulations, especially in the Policy on

communication and contact with shareholders, institutional investors and proxy

shareholders, which is available on the corporate website. With regard to inside

information, in general, this is made public immediately through the CNMV

website and the corporate website, as well as any other channel deemed

appropriate. Notwithstanding the foregoing, the Company's Investor Relations

area carries out information and liaison activities with different stakeholders,

always in accordance with the principles of the aforementioned Policy.

1 Registration of ownership of shares in the relevant book-entry ledger, at least 5 days in advance of the date on which the General Meeting is to be held and ownership of at least 1,000 shares, individually or in a group with other shareholders.

2 Regulation (EU) 1024/2013 of the Council, of 15 October 2013, conferring specific tasks on the European Central Bank concerning policies relating to the prudential supervision of credit institutions; Securities Market Law; and Act 10/2014, of 26 June, on the

organisation, supervision and solvency of credit institutions (art. 16 to 23) and Royal Decree 84/2015, of 13 February, which implements it.

Management and Administration of the Company

In CaixaBank, the management and control of the Company is borne by the shareholders at the Annual General Meeting, the Board and its Committees:

GENERAL SHAREHOLDERS' MEETING

EXTERNAL AUDIT

<

<

<

<

BOARD OF DIRECTORS

<

Executive

Committee

Appointments

and Sustainability

Committee

Risks

Committee

Remuneration

Committee

Innovation, Technology and

Digital Transformation

Committee

Audit and

Control Committee

<

<

Designates/

Reports to/

MANAGEMENT BODIES

CEO AND MANAGEMENT COMMITTEE

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The Annual General Meeting

The Annual General Meeting of CaixaBank is the ultimate representative and participatory body of the Company shareholders.  

Accordingly, in order to facilitate the participation of shareholders in the General Shareholders' Meeting and the exercise of their rights, the Board will adopt such

measures as appropriate so that the AGM may effectively perform its duties.

ATTENDANCE AT GENERAL MEETINGS (B.4)

			Distance voting
Date of general meeting	Physically present	Present by proxy	Electronic means	Other	Total
8/04/2022 2	46.87%	28.62%	0.25%	0.40%	76.14%
Of which: Free float¹	0.70%	22.51%	0.25%	0.40%	23.86%
31/03/20233	49.61%	25.22%	0.91%	0.82%	76.56%
Of which: Free float¹	0.02%	20.82%	0.91%	0.82%	22.57%
22/03/20244	48.74%	28.29%	0.35%	0.45%	77.83%
Of which: Free float¹	0.04%	23.29%	0.35%	0.45%	24.13 %

1 Approximate information as significant foreign shareholders hold their shares through nominees.

2 The April 2022 AGM was held in a hybrid format (in-person and remote), so the physical attendance figure includes both in-person and remote participation by shareholders

3 The April 2023 AGM was held in a hybrid format (in-person and remote), so the physical attendance figure includes both in-person and remote participation by shareholders.

4 The April 2024 AGM was held in a hybrid format (in-person and remote), so the physical attendance figure includes both in-person and remote participation by shareholders.

At the March 2024 AGM, all items on the agenda were approved(B.5):

AGM OF 22 MARCH 2024

77.82% of quorum		93.45%
on share capital		average approval

Agreements of the Annual General Meeting 22/03/2024		% of votes issued in favour	% of votes in favour regarding share capital
1.1	Individual and consolidated annual accounts of the financial year 2023 and their respective management reports	99.53%	77.46%
1.2	Consolidated non-financial information statement for 2023	99.82%	77.68%
1.3	Management of the Board of Directors in 2023	99.69%	77.58%
2	Proposal of application of the profit for 2023	99.87%	77.72%
3	Re-appointment of the auditors of the accounts of CaixaBank and the Group for 2025	99.47%	77.41%
4	Re-appointment of the director Ms María Verónica Fisas Vergés	99.27%	77.25%
5.1	Reduction of the share capital by 129,404,256 euros par value through the redemption of 129,404,256 treasury shares	99.71%	77.59%
5.2	Capital reduction for a maximum amount equivalent to 10% of the share capital through the redemption of own shares	99.66%	77.56%
5.3	Authorisation for the Board of Directors to increase capital within a period of five years, by means of cash contributions and in a maximum nominal amount of 3,686,363,681 euros (article 297. l.b) of the Capital Companies Act. Delegation to exclude pre-emptive subscription rights (Article 506 of the CCA)	97.96%	76.23%
5.4	Delegation to the Board of Directors of the power to issue securities contingently convertible into shares of the Company, or instruments of a similar nature, which have the purpose of or make it possible to meet regulatory requirements to be eligible as Additional Tier 1 Regulatory Capital instruments; the authority to increase share capital and, where applicable, to exclude the pre-emptive subscription right	99.28%	77.26%
6.1	Amendment of the remuneration policy of the Board of Directors	76.49%	59.52%
6.2	Delivery of shares to executive directors as payment of the variable components of remuneration	77.23%	60.10%
6.3	Maximum level of variable remuneration for employees whose professional activities have a significant impact on the risk profile	77.38%	60.17%
6.4	Advisory vote on the Annual Remuneration Report for the Directors corresponding to 2023	76.56%	59.58%
7	Authorisation and delegation of powers for the interpretation, rectification, supplementation, execution, development, placing on public record and registration of the resolutions	99.85%	77.71%
	Average	93.45%

AGM data 22 March 2024. For more information on the results of the votes, please see:

https://www.caixabank.com/deployedfiles/caixabank_com/Estaticos/PDFs/Accionistasinversores/Gobierno_Corporativo/JGA/2024/Quorum_CAST_2024.pdf

There are no differences between the minimum quorum

requirements for the constitution of the General Shareholder’s

Meeting, nor with respect to the regime for adopting corporate

resolutions established by the Capital Companies Law at

CaixaBank. (B.1, B.2).

It has not been established that the decisions that entail an acquisition, disposal

or contribution to another company of essential assets or other similar

corporate transactions (other than those established by law) must be subject to

the approval of the AGM. However, the Regulations of the General Meeting

establishes that the AGM shall have the remit prescribed by applicable law and

regulations at the Company. (B.7).

The corporate governance information is available on the corporate website of

CaixaBank (www.caixabank.com) under "Shareholders and Investors – Corporate

governance and remuneration policy"¹, including specific information on the

general shareholders' meetings"². When an Annual General Meeting (AGM) is

announced, a prominent banner providing direct access to relevant meeting

information is temporarily featured on the homepage of the corporate website

(B.8).

1 https://www.caixabank.com/es/accionistas-inversores/gobierno-corporativo/consejo-administracion.html

2 https://www.caixabank.com/es/accionistas-inversores/gobierno-corporativo/junta-general-accionistas.html

The Board of Directors

The Board of Directors is the Company's most

senior representative, management and

administrative body with powers to adopt

agreements on all matters except those that fall

within the remit of the AGM. It approves and

oversees the strategic and management directives

established in the interest of all Group companies,

and it ensures regulatory compliance and the

implementation of good practices in the

performance of its activity, as well as adherence to

the additional principles of social responsibility that

it has voluntarily assumed.

The maximum and minimum number of Directors

established in the By-laws is 22 and 12, respectively.

(C.1.1)

The General Shareholders' Meeting of 22 May 2020

adopted the agreement to set the number of Board

members at 15.

At CaixaBank, the Chairman and CEO have different

yet complementary roles. There is a clear division of

responsibilities between each position. The

Chairman is the Company's senior representative,

performs the functions assigned by the By-laws and

current regulations, and coordinates together with

the Board of Directors, the functioning of the

Committees for a better performance of the

supervisory function. Furthermore, since 2021, the

Chairman carries out these functions together with

certain executive functions within the scope of the

Board's Secretariat, External Communications,

Institutional Relations and Internal Audit

(notwithstanding this area reporting to the Audit

and Control Committee). The Board has appointed a

CEO, the main executive director of the Company

who is responsible for the day-to-day management

under the supervision of the Board. There is also a

delegated committee, the Executive Committee,

which has executive functions (excluding those

thatcannot be delegated). It reports to the Board of

Directors and meets on a more regular basis.

There is also a Lead Independent Director

appointed from among the independent directors

who, in addition to leading the periodic assessment

of the Chairman, also chairs the Board in the

absence of the Chairman and the Deputy Chairman,

in addition to other assigned duties.

The directors meet the requirements of

honourability, experience and good governance in

accordance with the applicable law at all times,

considering, furthermore, recommendations and

proposals for the composition of  administrative

bodies and profile of directors issued by authorities

and national or community experts.

As at 31 December 2024, the Board of Directors was

composed of 15 members, with two CEO and 15

external directors (nine independent, three

proprietary and one other external).

Notwithstanding the above, CaixaBank informed the

CNMV through Other Relevant Information

(registration number 31.114) that on 30 October

2024, the Board of Directors accepted José Ignacio

Goirigolzarri's resignation as Executive Chairman

and Director of CaixaBank, effective from 1 January

2025, and decided to appoint Tomás Muniesa as

Non-Executive Chairman of CaixaBank, effective 1

January 2025, leaving a vacancy on the Board since

that date.

In terms of independent directors, these make up

60% of the CaixaBank Board of Directors, which is

well in line with the current provisions of

Recommendation 17 of the Good Governance Code

for Listed Companies in companies that have one

shareholder who controls more than 30% of the

share capital.

As of 31 December 2024, the Board also included

two executive directors—the Chairman of the Board

and the CEO—one director classified as an other

external member, and three proprietary directors.

Of the proprietary directors, two were appointed on

the proposal of FBLC and CriteriaCaixa, while the

third was appointed on the proposal of the FROB

Executive Resolution Authority and BFA Tenedora

de Acciones, S.A.U.

For illustrative purposes, the following chart shows

the distribution of directors in the different

categories and the significant shareholder they

represent, if proprietary directors.

BOARD AT THE CLOSE OF 2024 - CATEGORY

MEMBERS OF THE BOARD OF DIRECTORS

OF CAIXABANK

Proprietary

Directors

20%

Non-proprietary

D irector s

I ndependent

Directors

7%

Other

External

Dir ectors

1 3%

Executive

D ir ectors

13%

Criteria-FB 

“La Caixa”

60%

7%

BFA-FROB

80%

60%	20%	13%	7%	6.2 years
Independent Directors (C.1.3)	Proprietary Directors (C.1.3)	Executive Directors (C.1.3)	Other External Director (C.1.3)	average on the Board (6.1 years in the case of independent directors)

> DIRECTORS IN EACH CATEGORY, AS AT 31 DECEMBER

> YEARS ON THE BOARD AS AT 31 DECEMBER

60%

Independent

directors

20%

Proprietary directors

7%

9

Less than 4 years

60%

5

Between 4 and 8 years

7%

13%

33%

1

Other external

directors

Executive

directors

More than 8 years

Less than

4 years

Between 4

and 8

years

More than

8 years

Executive

directors

Independent directors

Proprietary directors

Other external

Details of the Company's directors at year-end 2024 are set out below: (C.1.2)

José Ignacio Goirigolzarri

Tomás Muniesa

Gonzalo Gortazar¹

Eduardo Javier Sanchiz

Joaquín Ayuso

Francisco Javier Campo

Eva Castillo

Fernando María Ulrich

Verónica Fisas

Cristina Garmendia

Peter Löscher

M. Amparo Moraleda

Teresa Santero

José Serna

Koro Usarraga

Director category

Executive

Proprietary

Executive

Independent

Independent

Independent

Independent

Other External²

Independent

Independent

Independent

Independent

Proprietary

Proprietary

Independent

Position on the Board

Chairman

Deputy Chairman

CEO

Independent Coordinating Director

Director

Director

Director

Director

Director

Director

Director

Director

Director

Director

Director

Date of first appointment

03/12/2020

01/01/2018

30/06/2014

21/09/2017

03/12/2020

03/12/2020

03/12/2020

03/12/2020

25/02/2016

05/04/2019

31/03/2023

24/04/2014

03/12/2020

30/06/2016

30/06/2016

Date of last appointment

03/12/2020

08/04/2022

31/03/2023

08/04/2022

03/12/2020

03/12/2020

03/12/2020

03/12/2020

22/03/2024

31/03/2023

31/03/2023

31/03/2023

03/12/2020

14/05/2021

14/05/2021

Election procedure

Annual General Shareholders ' Meeting Resolution

Annual General Shareholders' Meeting Resolution

Annual General Shareholde rs' Meeting Resolution

Annual General Shareholders' Meeting Resolution

Annual General Shareholder s' Meeting Resolution

Annual General Shareholders' Meeting Resolution

Annual General Shareholder s' Meeting Resolution

Annual General Shareholders' Meeting Resolution

Annual General Shareholder s' Meeting Resolution

Annual General Shareholder s' Meeting Resolution

Annual General Shareholder s' Meeting Resolution

Annual General Shareholder s' Meeting Resolution

Annual General Shareholde rs' Meeting Resolution

Annual General Shareholde rs' Meeting Resolution

Annual General Shareholder s' Meeting Resolution

Year of birth

1954

1952

1965

1956

1955

1955

1962

1952

1964

1962

1957

1964

1959

1942

1957

Mandate end date

03/12/2024

08/04/2026

31/03/2027

08/04/2026

03/12/2024

03/12/2024

03/12/2024

03/12/2024

22/03/2028

31/03/2027

31/03/2027

31/03/2027

03/12/2024

14/05/2025

14/05/2025

Nationality

Spanish

Spanish

Spanish

Spanish

Spanish

Spanish

Spanish

Portuguese

Spanish

Spanish

Austrian

Spanish

Spanish

Spanish

Spanish

1 It has been delegated all powers delegable by law and the By-laws, without prejudice to the limitations established in the Regulations of the Board, which apply at all times for internal purposes. (C.1.9)

2 Fernando Maria Ulrich was classified as another external director, neither proprietary nor independent, in accordance with the provisions of section 2 of article 529 duodecies of the Corporate Enterprises Act and article 19.5 of the Regulations of the Board of

Directors. He has been the Non-Executive Chairman of Banco BPI, S.A. since 2017.

No independent directors receive from the company or group any amount or

payment other than standard Director remuneration or maintain or have

maintained during the last year a business relationship with the company or

any group company, either in their own name or as a significant

shareholder, director or senior manager of an entity which maintains or has

maintained the said relationship. (C.1.3)

The company has not appointed any proprietary directors at the request of

shareholders holding less than 3% of the share capital. (C.1.8)

The Board Secretary and General Council, Óscar Calderón, is not a director.

(C.1.29)

During 2024, there were no departures from the Board of Directors. (C.1.2)

Nevertheless, CaixaBank has communicated this information to the CNMV

via Other Relevant Information, without affecting the aforementioned

statement (registration number 31.114) that on 30 October 2024, the Board

of Directors accepted José Ignacio Goirigolzarri's resignation as Executive

Chairman and Director of CaixaBank, effective from 1 January 2025, and

decided to appoint Tomás Muniesa as Non-Executive Chairman of

CaixaBank, effective 1 January 2025, thus leaving a vacancy on the Board

from that date.

In the communication of 30 October 2024 (Other Relevant Information -

registration number 31.114), Jose Ignacio Goirigolzarri expressed his

intention to not renew his mandate at the next General Meeting, following

the successful completion of the CaixaBank Group's 2022-2024 Strategic Plan

that was defined after the merger with Bankia, thus concluding a cycle that

initiated when he joined Bankia in 2012.

1 For formatting reasons in the Statistical Annex of the CNMV, the % shareholding of the Board is 0.03% because it does not allow three decimal places (0.028%).

BOARD PARTICIPATION (A.3)

Name	Number of voting rights attached to the shares		% of voting rights attributed to the shares		Number of voting rights through financial instruments		% of voting rights through financial instruments		Total number of voting rights	% total voting rights	From the total number of voting rights attributed to the shares, indicate, if applicable, the additional votes corresponding to shares with loyalty voting rights
Name	Direct	Indirect	Direct	Indirect	Direct	Indirect	Direct	Indirect			Direct	Indirect
José Ignacio Goirigolzarri	302,488	0	0.004%	0%	176,528	0	0.002%	0.000%	479,016	0.007%	0	0
Tomás Muniesa	304,375	0	0.004%	0%	0	0	0.000%	0.000%	304,375	0.004%	0	0
Gonzalo Gortazar	680,845	0	0.009%	0%	404,980	0	0.006%	0.000%	1,085,825	0.015%	0	0
Eduardo Javier Sanchiz	8,700	0	0.000%	0%	0	0	0.000%	0.000%	8,700	0.000%	0	0
Joaquín Ayuso	37,657	0	0.001%	0%	0	0	0.000%	0.000%	37,657	0.001%	0	0
Francisco Javier Campo	34,440	0	0.000%	0%	0	0	0.000%	0.000%	34,440	0.000%	0	0
Eva Castillo	19,673	0	0.000%	0%	0	0	0.000%	0.000%	19,673	0.000%	0	0
Fernando María Ullrich	0	0	0.000%	0%	0	0	0.000%	0.000%	0	0.000%	0	0
Veronica Fisas	0	0	0.000%	0%	0	0	0.000%	0.000%	0	0.000%	0	0
Cristina Garmendia	0	0	0.000%	0%	0	0	0.000%	0.000%	0	0.000%	0	0
Peter Löscher	0	0	0.000%	0%	0	0	0.000%	0.000%		0.000%	0	0
Maria Amparo Moraleda	0	0	0.000%	0%	0	0	0.000%	0.000%	0	0.000%	0	0
Teresa Santero	0	0	0.000%	0%	0	0	0.000%	0.000%	0	0.000%	0	0
José Serna (*)	6,609	10,463	0.000%	0%	0	0	0.000%	0.000%	17,072	0.000%	0	0
Koro Usarraga	7,175	0	0.000%	0%	0	0	0.000%	0.000%	7,175	0.000%	0	0
TOTAL	1,401,962	10,463	0.020%	0%	581,508	0	0.008%	0.000%	1,993,933	0.028%	0	0

* Indirect shares owned by María Soledad García Conde Angoso.

Note: In relation to the information regarding the number of voting rights through financial instruments provided in this section, it refers to the maximum number of shares pending receipt as a result of long-term incentive plans as well as bonuses from previous

financial years whose settlement is deferred in compliance with applicable regulations. Therefore, the information provided in this column of the table does not specifically refer to financial instruments that grant the right to acquire shares, but rather to shares

owned by CaixaBank that are intended for the settlement of these plans, with the appropriate adjustments at the time of handover to the relevant Board members. It is at the time of settlement of these plans when each beneficiary will communicate to the market the

acquisition of the shares whose voting rights will then belong to them.

0.03% 1		49.25%	Significant shareholders represented on the Board
total voting rights held by the Board	+	total voting rights of significant shareholders represented on the Board	”la Caixa” Banking Foundation (CriteriaCaixa) 31.22%	FROB (BFA TENEDORA DE ACCIONES)  18.03%
		49.28%
		% of total voting rights represented on the Board (Directors + significant shareholders represented on the Board)

Real % not calculated, not addition of previous %

CVs OF THE DIRECTORS  (C.1.3)

JOSÉ IGNACIO GOIRIGOLZARRI 1

Executive Chairman

Education

He holds a degree in Economics and Business

Science from the University of Deusto.

Graduate in Finances and Strategic Planning from

the University of Leeds (UK).

Professional career

Lecturer at the Commercial University of Deusto in

the Area of Strategic Planning (1977-1979).

After joining Banco de Bilbao, in 1994 he sat on

BBV's Management Committee, with responsibilities

in the realm of Commercial Banking in Spain and

operations in Latin America. In 2001 he was

appointed CEO of the BBVA Group, a position he

held until October 2009.

In May 2012 he was elected Chairman of Bankia and

of its parent company, BFA, performing such duty

until March 2021, which is when the merger

between CaixaBank and Bankia took place. At that

time, he was appointed Executive Chairman of

CaixaBank.

He has served as Director and Deputy Chairman of

Telefónica and Repsol, as well as Spanish Chairman

of the Spain-USA Foundation, Director of BBVA

Bancomer in Mexico and Director of Citic Bank in

China.

Other positions currentlyheld

He is currently Chairman of CaixaBank, Deputy

Chairman of CECA, Chairman of FEDEA, Deputy

Chairman of COTEC, Deputy Chairman of the FAD

Foundation, Chairman of Deusto Business School,

and Chairman of CaixaBank Dualiza.

1 Note: On 30 October 2024, CaixaBank informed that the Chairman of the Board

of Directors, José Ignacio Goirigolzarri, had expressed his intention not to renew his

mandate at the next General Meeting and therefore submitted his resignation as

Executive Chairman and Director of CaixaBank, effective from 1 January 2025. It

was also reported that the Board of Directors, on the proposal of the Appointments

and Sustainability Committee, had decided to appoint Tomás Muniesa as

Chairman of CaixaBank, effective from 1 January 2025, at which point the role of

Chairman of the Bank will no longer have executive functions

TOMÁS MUNIESA 1

Proprietary Deputy Chairman

Education

Mr Valle holds a degree in Business Studies and a

Master's in Business Administration from ESADE

Business School.

Professional career

He joined "la Caixa" in 1976 and was appointed

Assistant General Manager in 1992. In 2011, he was

appointed Managing Director of CaixaBank's

Insurance and Asset Management Group, where he

remained until November 2018. He was the

Executive Deputy Chairman and CEO of VidaCaixa

(1997-2018). Previously, he was Chairman of MEFF,

Deputy Chairman of BME, 2nd Deputy Chairman of

UNESPA, Director and Chairman of the Audit

Committee of the Compensation Consortium for

Insurance, Director of Vithas Sanidad, and Alternate

Director of Grupo Financiero Inbursa in Mexico.

Other current positions 2

He is currently Deputy Chairman of VidaCaixa and

SegurCaixa Adeslas and sits on the Board of

Trustees of ESADE Fundación and on the Board of

Directors of Allianz Portugal.

2 From 1 January 2025, Mr. Muniesa will no longer hold the positions of Deputy

Chairman of VidaCaixa and SegurCaixa Adeslas, as well as Director of Allianz

Portugal.

GONZALO GORTAZAR

CEO

Education

Graduated in Law and Business Studies from

Comillas Pontifical University (ICADE) and holds an

MBA in Business Administration from INSEAD.

Professional career

He was the Chief Financial Officer of CaixaBank until

his appointment of CEO in June 2014. He was

formerly the Director-General Manager of Criteria

CaixaCorp from 2009 to June 2011. From 1993 to

2009, he worked at Morgan Stanley in London and

Madrid, where he held various positions in the

Investment Banking division, leading the Financial

Institutions Group in Europe until joining Criteria.

Previously, he held various corporate banking and

investment banking positions at Bank of America.

He has served as Chairman of VidaCaixa, First

Deputy Chairman of Repsol, and Director of Grupo

Financiero Inbursa, Erste Bank, SegurCaixa Adeslas,

Abertis, Port Aventura, and Saba.

Other current positions

He is also currently Chairman of CaixaBank

Payments & Consumer and Director of Banco BPI.

EDUARDO JAVIER SANCHIZ

Lead Independent Director

Education

Mr Sanchiz holds a degree in Economic and

Business Sciences from the University of Deusto

and a Master's Degree in Business Administration

from IE Business School.

Professional career

Former CEO of Almirall (July 2011-September 2017).

Prior to that, he served as Executive Director of

Corporate Development and Finance and CFO. Mr

Sanchiz has sat on the company's Board of

Directors since 2005 and on its Dermatology

Committee since 2015.

Going further back, he held various positions at US

pharmaceutical company Eli Lilly & Co. Further

positions of note include General Manager for

Belgium and Mexico and Executive Officer for the

business area responsible for countries from

central, northern, eastern and southern Europe.

Other positions currentlyheld

He is a member of the Board of Directors of the

French pharmaceutical company Pierre Fabre and a

member of its Strategy Committee, as well as its

Audit Committee. He is also a member of the Board

of Sabadell-Asabys Health Innovation Investments

2B S.C.R., S.A. and a member of the Advisory Board

of the Biotechnology Institute, S.L.

JOAQUÍN AYUSO

Independent Director

Education

A graduate in Civil Engineering from the Polytechnic

University of Madrid.

Professional career

He is currently the Chairman of Adriano Care

Socimi, S.A. and Chairman of Romano Senior, S.A.

(Socimi).

He was previously a member of Bankia's Board of

Directors.

He has pursued his professional career in Ferrovial,

S.A., where he was CEO and Deputy Chairman of its

Board of Directors. He has been a Director of

National Express Group, PLC. and of Hispania

Activos Inmobiliarios and Chairman of Autopista del

Sol Concesionaria Española.

Other positions currentlyheld

He is a member of the Advisory Board of the

Benjamin Franklin Institute of the University of

Alcalá de Henares and the Advisory Board of

Kearney. He is also Chairman of the Board of

Directors of the Real Sociedad Hípica Española Club

de Campo.

FRANCISCO JAVIER CAMPO

Independent Director

Education

He has a degree in Industrial Engineering from the

Polytechnic University of Madrid.

Professional career

He began his career at Arthur Andersen and served

as global chairman of the Dia Group, member of the

Global Executive Committee of the Carrefour Group,

and Chairman of the Zena Group and the Cortefiel

Group. He was previously a member of Bankia's

Board of Directors. Until June 2024, he was a

member of the Board of Directors of Meliá Hotels

International, S.A.

Other positions currentlyheld

He is the Deputy Chairman of AECOC. He is a senior

advisor to Kearney, senior advisor to the Palacios

Food Group, IPA Capital, S.L. (Pastas Gallo),

Importaco, S.A., and Danone, S.A.

He is a Trustee of the CaixaBank Dualiza

Foundation, the F. Campo Foundation, and the Iter

Foundation. He is a member of merit of the Carlos

III Foundation.

He was awarded the National Order of Merit of the

French Republic in 2007.

EVA CASTILLO

Independent Director

Education

She holds a degree in Law and Business from

Comillas Pontifical University (E-3) in Madrid.

Professional career

She was a member of the Board of Directors of

Bankia, S.A.

She was an independent director of Zardoya Otis,

S.A. She was also a director of Telefónica, S.A. and

Chairwoman of the Supervisory Board of Telefónica

Deutschland, AG, as well as a member of the Board

of Trustees of Fundación Telefónica. Previously, she

was an Independent Director of Visa Europe Limited

and Director of Old Mutual, PLC.

She was the Chairwoman and CEO of Telefónica

Europe.

She was Chairwoman and CEO of Merrill Lynch

Capital Markets España, Chairwoman and CEO of

Merrill Lynch Wealth Management EMEA and a

member of the EMEA Executive Committee of

Merrill Lynch International.

Other positions currentlyheld

She is an independent Director of International

Consolidated Airlines Group, S.A. (IAG), Chairwoman

of the Audit and Compliance Committee, and a

vocal of the Remuneration Committee.

She is also a member of the Board of Trustees of

the Comillas-ICAI Foundation and the Board of

Trustees of the Entreculturas, Fe y Alegría

Foundation. Recently, she has become a member of

the Council for the Economy ofthe Holy See and a

member of the A.I.E Advantere School of

Management.

FERNANDO MARÍA ULRICH

Director Other External

Education

Degree in Business and Economics from the Higher

Institute of Economics and Management at the

University of Lisbon.

Professional career

He has been the Non-Executive Chairman of Banco

BPI, S.A. since 2017.

He has also been the Non-Executive Chairman of

BFA (Angola) (2005-2017); a Member of the APB

(Portuguese Association of Banks) Board of

Directors (2004-2019); Chairman of the General and

Supervisory Board of the University of Algarve, Faro

(Portugal) (2009-2013); Non-Executive Director of

SEMAPA, (2006-2008); Non-Executive Director of

Portugal Telecom (1998-2005); Non-Executive

Director of Allianz Portugal (1999-2004); Non-

Executive Director of PT Multimedia (2002-2004);

Member of the Advisory Board of CIP, Portuguese

industrial confederation (2002-2004); Non-Executive

Director of IMPRESA, and of SIC, a Portuguese

media conglomerate (2000-2003); Deputy Chairman

of the Board of Directors of BPI SGPS, S.A.

(1995-1999); Deputy Chairman of Banco de

Fomento & Exterior, S.A. and Banco Borges & Irmão

(1996-1998); a Member of the Advisory Board for

the Treasury Reform (1990/1992); a Member of the

National Board of the Portuguese Securities Market

Committee (1992- 1995); Executive Director of

Banco Fonsecas & Burnay (1991-1996); Deputy

Chairman of Banco Portugués de Investimento

(1989-2007); Executive Director of Banco Portugués

de Investimento (1985-1989); Assistant Manager of

the Sociedade Portuguesa de Investimentos (SPI)

(1983-1985); Chief of Cabinet of the Ministry of

Finance of the Government of Portugal (1981-1983);

Member of the Secretariat for Economic

Cooperation of the Portuguese Ministry of Foreign

Affairs (1979-1980),and Member of the Portuguese

delegation to the OECD (1975-1979). Responsible

for the financial markets section of the newspaper

Expresso (1973- 1974).

Other positions currentlyheld

Non-executive Chairman of Banco BPI, a subsidiary

of the CaixaBank Group.

MARÍA VERÓNICA FISAS

Independent Director

Education

Ms Fisas earned a degree and master's degree in

business administration from EAE Business School.

Professional career

In 2001, as the CEO of the United States subsidiary

of Natura Bissé, she was responsible for the

expansion and consolidation of the business, and

obtained outstanding results in product distribution

and brand positioning.

In 2009, she joined the Board of Directors of Stanpa,

Asociación Nacional de Perfumería y Cosmética,

becoming Chairwoman of the Board of Directors of

Stanpa in 2019 and, also Chairwoman of Fundación

Stanpa.

Other positions currentlyheld

She has been the CEO of the Board of Directors of

Natura Bissé and the General Director of the Natura

Bissé Group since 2007. Since 2008, she is also a

Trustee of the Fundación Ricardo Fisas Natura

Bissé.

CRISTINA GARMENDIA

Independent Director

Education

She holds a degree in Biological Sciences,

specialising in Genetics, a PhD in Molecular Biology

from the Severo Ochoa Molecular Biology Centre of

the Autonomous University of Madrid, and an MBA

from the IESE Business School of the University of

Navarra.

Professional career

She was formerly Executive Deputy Chairwoman

and Chief Financial Officer of the Amasua Group.

Member of the governing bodies of, among others,

Genetrix, S.L. (Executive Chairwoman), Sygnis AG

(Chairwoman ofthe Supervisory Board), Satlantis

Microsats (Chairwoman), Science & Innovation Link

Office, S.L. (Director), and Independent Director of

NTT DATA (previously EVERIS), Naturgy Energy

Group, S.A. (formerly, Gas Natural, S.A.),

Corporación Financiera Alba, Pelayo Mutua de

Seguros.

She was Minister of Science and Innovation of the

Spanish Government during the IX Legislature from

April 2008 to December 2011 and Chairwoman of

the Association of Biotechnology Companies

(ASEBIO) as well as member of the Board of

Directors of the Spanish Confederation of Business

Organizations (CEOE).

Other positions currentlyheld

She is the non-executive Chairwoman of Mediaset

España Comunicación, S.A., and as such, is a Trustee

of FAD Juventud. She is also Deputy Chairwoman of

the Compañía de Distribución Integral Logista

Holdings, S.A. and a Director of Ysios Capital

Partners, SGEIC, S.A.

She is the Chairwoman of the COTEC Foundation,

and as such she is a member of the Board of

Trustees of the foundations Pelayo, España

Constitucional, SEPI and a member of the Advisory

Board of the Spanish Association Against Cancer,

Fundación Mujeres por África, UNICEF, Comité

Español, as well as a member of the Advisory Board

of Integrated Service Solutions, S.L. and S2 Grupo de

Innovación en Procesos Organizativos, S.L.U.,

among others.

PETER LÖSCHER

Independent Director

Education

He studied Economics and Finance at the University

of Vienna and Business Administration at the

Chinese University of Hong Kong. He obtained a

Master’s in Business Administration and

Management from the University of Vienna, and

completed the Advanced Administration Program at

Harvard Business School.

Work experience

He previously held the post of Chairman of the

Board of Directors of Sulzer AG (Switzerland) and

Chairman of the Supervisory Board of OMV AG

(Austria). From March 2014 to March 2016, he was

CEO of Renova Management AG (Switzerland) and

Chairman and CEO of Siemens AG (Germany) from

2007 to 2013. He was also Chairman of Global

Human Health and a member of the Executive

Board of Merck & Co., Inc. (USA), Chairman and CEO

of GE Healthcare BioSciences, and member of the

General Electric Executive Board (USA), Operations

Director and member of the Amersham Plc Board

(United Kingdom). He held leading positions in

Aventis (Japan) and Hoechst (Germany and the

United Kingdom).

He served as Chairman of the Board of Directors of

the Siemens Foundation and is an emeritus

member of the Advisory Board of the Singapore

Economic Development Board; He is also a member

of the International Advisory Board of Bocconi

University. He is Honorary Professor at Tongji

University (Shanghai), holds an Honorary Doctorate

in Engineering from Michigan State University, and

an Honorary Doctorate from the Slovak Engineering

University in Bratislava. He holds the Grand

Decoration of Honor in Gold from the Republic of

Austria and is a Knight Commander of the Order of

Civil Merit of Spain.

Other positions currentlyheld

He is currently an independent Non-executive

Director of Telefonica, S.A. (Spain) and Chairman of

the Supervisory Board of Telefónica Deutschland

Holding AG (Germany); Member of the Supervisory

Board of Royal Philips (Netherlands), Non-executive

Director of Thyssen-Bornemisza Group AG

(Switzerland), and non-executive member of the

Board of Directors of Doha Venture Capital LLC

(Qatar).

MARÍA AMPARO MORALEDA

Independent Director

Education

She graduated in Industrial Engineering from the

ICAI Business School and holds an MBA from the

IESE Business School.

Professional career

Between 2012 and 2017, she was a member of the

board of directors of Faurecia, S.A. and member of

the Advisory Board of KPMG España (since 2012).

Between 2013 and 2021, she was a member of the

Board of Directors of Solvay, S.A.

Between January 2009 and February 2012 she was

Chief Operating Officer of Iberdrola SA's

International Division with responsibility for the

United Kingdom and the United States. She also

headed Iberdrola Engineering and Construction

from January 2009 to January 2011.

She was Executive Chairwoman of IBM Spain and

Portugal between July 2001 and January 2009,

responsible for Greece, Israel and Turkey from July

2005 to January 2009. Between June 2000 and 2001

she was assistant executive to the Chairman of IBM

Corporation. From 1998 to 2000 she was General

Manager at INSA (a subsidiary of IBM Global

Services). From 1995 to 1997 she was Head of HR

for EMEA at IBM Global Services and from 1988 to

1995 she held various offices and management

positions at IBM España.

Other positions currentlyheld

She is an independent director at several

companies: Airbus Group, S.E. (since 2015)

Vodafone Group (since 2017) and A.P. Møller-Mærsk

A/S A.P. (since 2021).

She is also a member of the Advisory Board of the

following companies: SAP Ibérica (since 2013),

Spencer Stuart (since 2017) Kearney (since 2022)

and ISS España.

She is also a member of various boards and trusts

of different institutions and bodies, including the

Royal Academy of of Economic and Financial

Sciences, the Academy of Social and Environmental

Sciences of Andalusia, the Board of Trustees of MD

Anderson International Spain, the Vodafone

Foundation, the Airbus Foundation and the Curarte

Foundation.

TERESA SANTERO

Proprietary Director

Education

She has a degree in Business Administration from

the University of Zaragoza and a PhD in Economics

from the University of Illinois at Chicago (USA).

Professional career

Previously, she held positions of responsibility in

both the central government administration and the

autonomous government. She previously worked

for 10 years as an economist at the Economics

Department of the OECD in Paris. She has been a

visiting lecturer at the Economics Department of the

Complutense University in Madrid and

associateprofessor and research aide at the

University of Illinois Chicago (USA).

She has been on various Boards of Directors, was

an independent vocal of the General Board of the

Spanish Official Credit Institute, ICO (2018-2020), a

director of the Spanish Industrial Holding Company,

SEPI (2008-2011) and Navantia (2010-2011), a vocal

of the Executive Committee and Board of the

Consortium of the Zona Franca of Barcelona

(2008-2011), and a director of the Technological

Institute of Aragon (2004-2007). She has also been a

Trust member of various foundations: the Zaragoza

Logistics Center, ZLC Foundation (2005-2007), the

Foundation for the Development of Hydrogen

Technologies (2005-2007), and the Observatory of

Prospective Industrial Technology Foresight

Foundation (2008-2011).

Other positions currentlyheld

She is a lecturer at the IE Business School in Madrid.

JOSÉ SERNA

Proprietary Director

Education

He holds a degree in law from Universidad

Complutense in Madrid.

He is a state attorney (on leave of absence) and

previously worked as a notary (until 2013).

Professional career

In 1971, he joined the State Lawyer Corps until his

leave of absence in 1983. Legal counsel to the

Madrid Stock Exchange (1983-1987). Registered

Barcelona stockbroker (1987). Chairman of the

company that developed the new Barcelona Stock

Exchange (1988) and Chairman of Barcelona Stock

Exchange (1989-1993).

Chairman of the Spanish Stock Market Body (1991-

1992) and Deputy Chairman of MEFF (Spanish

Financial Futures Market). He was also Deputy

Chairman of Fundación Barcelona Centro Financiero

and of Sociedad de Valores y Bolsa Interdealers, S.A.

In 1994, he became a Barcelona stockbroker and

member of the city's association.

Notary Public in Barcelona (2002-2013). He was also

a member of the Board of Endesa (2000-2007) and

its Group companies.

KORO USARRAGA

Independent Director

Education

She has a degree in Business Administration and a

Master's in Business Management from ESADE, took

the PADE (Senior Management Programme) at IESE

and is a qualified chartered accountant.

Professional career

She worked at Arthur Andersen for 20 years and

was appointed partner of the audit division in 1993.

In 2001, she was appointed Corporate General

Manager of Occidental Hotels & Resorts.

She has also been General Manager of Renta

Corporación and sat on the Board of Directors of

NH Hotel Group (2015-2017).

Other positions currentlyheld

She currently sits on the Board of Directors of

Vocento, Vehicle Testing Equipment and 2005 KP

Inversiones.

The positions held by directors in group companies and other (listed or unlisted) companies are as follows:

POSITIONS OF DIRECTORS IN OTHER COMPANIES IN THE GROUP 

(C.1.10)

Name of Director			Corporate name of the company	Listed	Position
Tomás Muniesa			VIDA-CAIXA, S.A. DE SEGUROS Y REASEGUROS (Until 31/12/2024)	NO	Deputy Chairman
Gonzalo Gortazar			BANCO BPI, S.A.	NO	Director
			CAIXABANK PAYMENTS & CONSUMER  E.F.C, E.P, S.A.U	NO	Chairman
Fernando María Ulrich			BANCO BPI, S.A.	NO	Chairman

The information on Directors and positions at other companies refers to year-

end.

The Company is not aware of any significant relationships between key

shareholders (including those represented on the Board) and its Board

members. (A.6)

The Company has set rules on the maximum number of external company

boards its directors can serve on. According to Article 32.4 of the Board of

Directors' Regulations, CaixaBank directors must adhere to the limits on board

memberships as dictated by current regulations concerning the organisation,

supervision, and solvency of credit institutions. (C.1.12)

POSITIONS HELD BY DIRECTORS IN OTHER LISTED AND UNLISTED COMPANIES (C.1.11)

Name of Director			Corporate name of the company	Listed	Position	Paid or not
José Ignacio Goirigolzarri			A.I.E. ADVANTERE SCHOOL OF MANAGEMENT	NO	Director	NO
			ASOCIACIÓN MADRID FUTURO	NO	Vocal (CaixaBank Representative)	NO
			ASOCIACIÓN VALENCIANA DE EMPRESARIOS	NO	Member (CaixaBank Representative)	NO
			SPANISH CHAMBER OF COMMERCE	NO	Member (CaixaBank Representative)	NO
			BUSINESS ASSOCIATION	NO	Member (CaixaBank Representative)	NO
			BASQUE BUSINESS ASSOCIATION	NO	Member	NO
			CONFEDERACIÓN ESPAÑOLA DE CAJAS DE AHORROS (CECA)	NO	Deputy Chairman (CaixaBank Representative)	YES
			CONFEDERACIÓN ESPAÑOLA DE DIRECTIVOS Y EJECUTIVOS (CEDE)	NO	Trustee (CaixaBank Representative)	NO
			CONFEDERACIÓN ESPAÑOLA DE ORGANIZACIONES EMPRESARIALES (CEOE)	NO	Member of the Advisory Board (CaixaBank Representative)	NO
			CONSEJO EMPRESARIAL ESPAÑOL PARA EL DESARROLLO SUSTAINABLE	NO	Director (CaixaBank Representative)	NO
			DEUSTO BUSINESS SCHOOL	NO	Chairman	NO
			FOMENT DEL TREBALL NACIONAL	NO	Member (CaixaBank Representative)	NO
			FUNDACIÓN ASPEN INSTITUTE	NO	Trustee (CaixaBank Representative)	NO
			FUNDACIÓN CAIXABANK DUALIZA	NO	Chairman (CaixaBank Representative)	NO
			FUNDACIÓN CENTRO INTERNACIONAL DE TOLEDO PARA LA PAZ (CITpax)	NO	Trustee	NO
			FUNDACIÓN CONEXIÓN ESPAÑA	NO	Trustee (CaixaBank Representative)	NO
			FUNDACIÓN CONSEJO ESPAÑA - EE.UU.	NO	Honorary Trustee (CaixaBank Representative)	NO
			COTEC FOUNDATION FOR INNOVATION	NO	Deputy Chairman (CaixaBank Representative)	NO
			FUNDACIÓN DE ESTUDIOS DE ECONOMÍA APLICADA (FEDEA)	NO	Chairman (CaixaBank Representative)	NO
			FUNDACIÓN FAD JUVENTUD	NO	Chairman	NO
			FUNDACIÓN INSTITUTO HERMES	NO	Member of the Advisory Board (CaixaBank Representative)	NO
			FUNDACIÓN LAB MEDITERRÁNEO	NO	Trustee (CaixaBank Representative)	NO
			FUNDACIÓN MOBILE WORLD CAPITAL BARCELONA	NO	Trustee (CaixaBank Representative)	NO
			FUNDACIÓN PRO REAL ACADEMIA ESPAÑOLA	NO	Trustee	NO
			FUNDACIÓN REAL INSTITUTO ELCANO	NO	Trustee (CaixaBank Representative)	NO
			FUNDACIÓN SAN TELMO	NO	Member of the International Corporate Policy Advisory Board (Representative of CaixaBank)	NO
			GARUM FUNDATIO FUNDAZIOA	NO	Chairman	NO
			INSTITUTE OF INTERNATIONAL FINANCE	NO	Member (CaixaBank Representative)	NO
			INSTITUTO BENJAMIN FRANKLIN - UAH	NO	Member	NO

POSITIONS HELD BY DIRECTORS IN OTHER LISTED AND UNLISTED COMPANIES (C.1.11)

Name of Director	Corporate name of the company	Listed	Position	Paid or not
Tomás Muniesa	COMPANHIA DE SEGUROS ALLIANZ PORTUGAL S.A.  (Until 31/12/2024)	NO	Director (CaixaBank Representative)	NO
	FUNDACIÓN ESADE	NO	Trustee	NO
	SEGURCAIXA ADESLAS, S.A. DE SEGUROS Y REASEGUROS  (Until 31/12/2024)	NO	Deputy chairman  (CaixaBank Representative)	YES
Gonzalo Gortazar	BUSINESS ASSOCIATION	NO	Member (CaixaBank Representative)	NO
	EUROFI	NO	Member (CaixaBank Representative)	NO
	FUNDACIÓN CONSEJO ESPAÑA-CHINA	NO	Trustee (CaixaBank Representative)	NO
	INSTITUTE OF INTERNATIONAL FINANCE	NO	Member (CaixaBank Representative)	NO
Eduardo Javier Sanchiz	BIOTECHNOLOGY INSTITUTE S.L.	NO	Member of the Advisory Board	NO
	PIERRE FABRE, S.A.	NO	Director	YES
	SABADELL - ASABYS HEALTH INNOVATION INVESTMENTS 2B, S.C.R, S.A.	NO	Director	YES
Joaquín Ayuso	ADRIANO CARE SOCIMI, S.A.	NO	Chairman	YES
	CLUB DE CAMPO VILLA DE MADRID, S.A.	NO	Director	NO
	INSTITUTO BENJAMIN FRANKLIN - UHA	NO	Member of the Advisory Board	NO
	REAL SOCIEDAD HÍPICA ESPAÑOLA CLUB DE CAMPO	NO	Chairman	NO
	ROMANO SENIOR SOCIMI, S.A.	NO	Chairman	YES
Francisco Javier Campo	ASOCIACIÓN ESPAÑOLA DE CODIFICACIÓN COMERCIAL (AECOC)	NO	Deputy Chairman (CaixaBank Representative)	NO
	FUNDACIÓN CAIXABANK DUALIZA	NO	Trustee (CaixaBank Representative)	NO
	FUNDACIÓN F. CAMPO	NO	Trustee	NO
	FUNDACIÓN ITER	NO	Trustee	NO

POSITIONS HELD BY DIRECTORS IN OTHER LISTED AND UNLISTED COMPANIES (C.1.11)

Name of Director	Corporate name of the company	Listed	Position	Paid or not
Eva Castillo	A.I.E. ADVANTERE SCHOOL OF MANAGEMENT	NO	Director	NO
	CONSEJO PARA LA ECONOMÍA DE LA SANTA SEDE	NO	Director	NO
	FUNDACIÓN ENTRECULTURAS FÉ Y ALEGRÍA	NO	Trustee	NO
	FUNDACIÓN UNIVERSITARIA COMILLAS-ICAI	NO	Trustee	NO
	GRUPO VARIANZA, S.L.	NO	Director	NO
	INTERNATIONAL CONSOLIDATED AIRLINES GROUP, S.A. (IAG)	YES	Director	YES
María Verónica Fisas	ASOCIACIÓN NACIONAL DE PERFUMERIA Y COSMÉTICA (STANPA)	NO	Chairwoman	NO
	FUNDACIÓN RICARDO FISAS NATURA BISSÉ	NO	Trustee	NO
	FUNDACIÓN STANPA	NO	Trustee (Representative of Asociación Nacional de Perfumería y Cosmética - STANPA)	NO
	NATURA BISSÉ INT. DALLAS (USA)	NO	Chairwoman (Representative of Natura Bissé International S.A.)	NO
	NATURA BISSÉ INT. LTD (UK)	NO	Director (Representative of Natura Bissé International S.A.)	NO
	NATURA BISSÉ INT. SA de C.V. (MEXICO)	NO	Chairwoman (Representative of Natura Bissé International S.A.)	NO
	NATURA BISSÉ INTERNATIONAL, S.A.	NO	CEO	YES
	NB SELECTIVE DISTRIBUTION, S.L.	NO	Joint Managing Director (Representative of Natura Bissé International S.A.)	NO
	NATURA BISSÉ INTERNATIONAL TRADING (SHANGAI), CO, LTD	NO	Joint Managing Director (Representative of Natura Bissé International S.A.)	NO
Cristina Garmendia	ASOCIACIÓN ESPAÑOLA CONTRA EL CANCER (AECC)	NO	Member of the Advisory Board	NO
	COMPAÑÍA DE DISTRIBUCIÓN INTEGRAL LOGISTA HOLDINGS, S.A.	Yes	Deputy Chairwoman	YES
	COTEC FOUNDATION FOR INNOVATION	NO	Chairwoman (Representative of Satlantis Microsat S.A.)	NO
	FUNDACIÓN AMIGOS DEL MUSEO DEL PRADO	NO	Trustee (Representative of Grupo Audiovisual Mediaset )	NO
	FUNDACIÓN AMIGOS DEL MUSEO REINA SOFIA	NO	Trustee (Representative of Grupo Audiovisual Mediaset )	NO
	FUNDACIÓN ESPAÑA CONSTITUCIONAL	NO	Trustee	NO
	FUNDACIÓN FAD JUVENTUD	NO	Trustee (Representative of Grupo Audiovisual Mediaset )	NO
	FUNDACIÓN MARGARITA SALAS	NO	Trustee	NO
	FUNDACIÓN MUJERES POR ÁFRICA	NO	Member of the Advisory Board	NO
	FUNDACIÓN PELAYO	NO	Trustee	NO
	FUNDACIÓN REAL ESCUELA ANDALUZA DE ARTE ECUESTRE	NO	Trustee	NO
	FUNDACIÓN SEPI FSP	NO	Trustee	NO
	JAIZKIBEL 2007, S.L. (SOCIEDAD PATRIMONIAL)	NO	Sole Administrator	YES
	MEDIASET ESPAÑA COMUNICACIÓN, S.A.	YES	Chairwoman	YES
	UNICEF, COMITÉ ESPAÑOL	NO	Member of the Advisory Board	NO
	YSIOS ASSET MANAGEMENT, S.L.	NO	Director (Representative of Jaizkibel 2007 S.L. (sociedad patrimonial))	NO
	YSIOS CAPITAL PARTNERS CIV I, S.L.	NO	Director (Representative of Jaizkibel 2007 S.L. (sociedad patrimonial))	NO
	YSIOS CAPITAL PARTNERS CIV II, S.L.	NO	Director (Representative of Jaizkibel 2007 S.L. (sociedad patrimonial))	NO
	YSIOS CAPITAL PARTNERS CIV III, S.L.	NO	Director (Representative of Jaizkibel 2007 S.L. (sociedad patrimonial))	NO
	YSIOS CAPITAL PARTNERS SGEIC, S.A.	NO	Director	YES

POSITIONS HELD BY DIRECTORS IN OTHER LISTED AND UNLISTED COMPANIES (C.1.11)

Name of Director	Corporate name of the company	Listed	Position	Paid or not
Peter Löscher	TELEFONICA S.A. ESPAÑA	YES	Director	YES
	TELEFONICA DEUTSCHLAND HOLDING AG	NO	Chairman of the Supervisory Board	YES
	ROYAL PHILIPS	YES	Member of the Supervisory Board	YES
	THYSSEN-BORNEMISZA GROUP	NO	Board Member	YES
	DOHA VENTURE CAPITAL LLC	NO	Director	YES
	FUNDING FOUNDATION GUSTAV MAHLER JUGENDORCHESTER	NO	Trustee	NO
María Amparo Moraleda	AIRBUS GROUP, S.E.	YES	Director	YES
	AIRBUS FOUNDATION	NO	Trustee	NO
	FUNDACIÓN CURARTE	NO	Trustee	NO
	FUNDACIÓN MD ANDERSON INTERNATIONAL ESPAÑA	NO	Trustee	NO
	IESE	NO	Board Member	NO
	A.P. MOLLER-MAERKS A/S A.P.	YES	Director	YES
	VODAFONE FOUNDATION	NO	Trustee	NO
	VODAFONE GROUP PLC	YES	Director	YES
Koro Usarraga	2005 KP INVERSIONES, S.L.	NO	Joint Managing Director	NO
	VEHICLE TESTING EQUIPMENT, S.L. (FILIAL 100% DE 2005 KP INVERSIONES, S.L.)	NO	Joint Managing Director	NO
	VOCENTO, S.A.	YES	Director	YES

OTHER PAID ACTIVITIES OTHER THAN THOSE LISTED ABOVE (C.1.11)

Name of Director	Corporate name of the company	Listed	Position	Paid or not
Joaquín Ayuso	AT KEARNEY, S.A.	NO	Member of the Advisory Board	YES
Francisco Javier Campo	KEARNEY, S.A.	NO	Member of the Advisory Board	YES
	DANONE, S.A.	YES	Senior Advisor	YES
	GRUPO EMPRESARIAL PALACIOS ALIMENTACIÓN, S.A.	NO	Senior Advisor	YES
	IPA CAPITAL, S.L. (Pastas Gallo)	NO	Senior Advisor	YES
	IMPORTACO, S.A.	NO	Senior Advisor	Yes
Cristina Garmendia	INTEGRATED SERVICE SOLUTIONS, S.L.	NO	Member of the Advisory Board (Representative of Jaizkibel 2007, S.L.- sociedad patrimonial)	YES
	MCKINSEY & COMPANY	NO	Member of the Advisory Board	YES
	S2 GRUPO DE INNOVACIÓN EN PROCESOS ORGANIZATIVOS, S.L.U.	NO	Member of the Advisory Board	YES
	UNIVERSIDAD EUROPEA DE MADRID, S.A.	NO	Member of the Advisory Board	YES
María Amparo Moraleda	AT KEARNEY, S.A.	NO	Member of the Advisory Board	YES
	ISS ESPAÑA	NO	Member of the Advisory Board	YES
	SAP IBÉRICA	NO	Member of the Advisory Board	YES
	SPENCER STUART	NO	Member of the Advisory Board	YES
Teresa Santero	INSTITUTO DE EMPRESA MADRID	NO	Teacher	YES

Diversity of Board of Directors (C.1.5 + C.1.6 + C.1.7)

In order to ensure an appropriate balance in the

composition of the Board at all times, promoting

diversity in gender, age and background, as well as

in education, knowledge and professional

experience that contributes to diverse and

independent opinions and a sound and mature

decision-making process, CaixaBank has a Selection,

Diversity and Suitability Assessment Policy in place

for directors, members of Senior Management and

other people in key roles at CaixaBank and its

Group, which is updated regularly.

The Policy is part of the Company's corporate

governance framework and outlines the key aspects

and commitments of the Company and its Group

regarding the selection and assessment of the

suitability of directors, senior management, and key

function holders. A review and update of certain

aspects of the Policy has been scheduled for April

2024.

As provided for in article 15 of the Regulations of

the Board of Directors, the Appointments and

Sustainability Committee is responsible for

supervising compliance with this Policy. This

Committee must, among other duties, analyse and

propose the profiles of candidates to fill Board

positions, considering diversity as an essential

factorin the selection process and suitability, with a

particular focus on gender diversity.

Within the framework of the Policy, and with a view

to diversity, the following measures are established:

> Consideration, during the director selection and

re-election procedures, of the goal of ensuring

a governing body composition that is suitable

and diverse, particularly in terms of diversity of

gender, knowledge, training and professional

experience, age and geographical origin in the

composition of the Board, ensuring a suitable

balance and facilitating the selection of

candidates from the gender with the least

representation. For this purpose, the

candidate's suitability assessment reports shall

include an assessment of how the candidate

contributes to ensuring a diverse and

appropriate composition of the Board of

Directors.

> Annual assessment of the composition and

competencies of the Board, considering the

diversity aspects discussed previously and, in

particular, the percentage of Board members of

the less represented gender, taking action

when there is a discrepancy.

> Preparation and update of a competency

matrix, the results of which may serve to detect

future needs relating to training or areas to

improve in future appointments.

The CaixaBank Selection Policy and, in particular,

section 6.1 of the policy regarding the fundamental

elements of the diversity policy in the Board of

Directors and the Protocol on Procedures for

assessing suitability and appointing directors and

senior management, along with other key positions

in CaixaBank and its group establish the obligation

ofthe Appointments and Sustainability Committee

to assess the collective suitability of the Board of

Directors each year. Adequate diversity in the

composition of the Board is taken into account

throughout the entire process of selection

andsuitability assessment at CaixaBank,

considering, in particular, diversity of gender,

training, professional experience, age and

geographic origin.

Recommendation 15 of the Good Governance Code

stipulates that the percentage of female directors

must never fall below 30% of the total number of

members of the Board of Directors. Furthermore,

by the end of 2022, female directors should

comprise at least 40% of the Board's members. The

percentage of women on the Board of Directors

after the Ordinary General Shareholders' Meeting in

May 2020, was 40%, above the target of 30% set by

the Appointments Committee in 2019 to achieve in

2020. Following the extraordinary AGM of

December 2020, the presence of female directors

inCaixaBank's management body accounted for and

continues to account for 40% of its members. This

shows the Company's concern and firm

commitment to meeting the target of 40% female

representation on the Board of Directors. In the

annual evaluation of compliance with the above-

mentioned Policy, the structure, size and

composition are also deemed to be suitable,

particularly with respect to gender diversity and

diversity in training and professional experience,

age and geographical origin, and also taking into

account the individual suitability reassessment of

each director carried out by the Appointments and

Sustainability Committee, which leads to the

conclusion that the overall composition of the

Board of Directors is suitable. It is also noted that

the functioning and composition of the Board of

Directors have been adequate for the performance

of its functions, in particular for the proper

management of the entity that the governing body

has carried out.

DISTRIBUTION OF EDUCATION OF MEMBERS OF THE BOARD OF

DIRECTORS

Right

DISTRIBUTION OF EXPERIENCE OF MEMBERS OF THE BOARD OF

DIRECTORS

Mathematics, Physics,

Engineering, other

science degrees

Economics, business

studies

Executive

experience in

B anking /

financial sector

Executive

experience in

other sectors

Credit  institutions

Financialmarkets (rest)

Academic sector - Research

Public Service/Relationships

with Regulators

Corporate governance

(including membership GO)

Audit

Risk management,

compliance

Innovation and

Technologies

Environment, Climate

change

Spain

Portugal

Rest of Europe (including

European institutions )

Others (USA, Latin

America)

Training of Board of Directors  (C.1.5 + C.1.6 + C.1.7.)

In 2024, the Institution's Board of Directors

participated in an 11-session training

programme , which covered a range of topics

recurrently dealt with by the Board including

business strategy, the commercial model, the asset

management market, the digital euro project and

digital regulation, the payments ecosystem,

innovation and technology, cybersecurity, global

communication trends, sustainability, regulation,

and risk management, among others.

The Audit and Control Committee has held a

training session on the Corporate Sustainability

Reporting Directive (CSRD), which involved analysing

in detail all the implications of this directive's

transposition for this Committee. This Committee

also included a total of 16 single-topic presentations

in the agenda of its meetings, covering matters

relating to audit, internal control, sustainability,

cybersecurity and digital transformation, among

others.

Furthermore, the Risks Committee held three

training sessions relating to IRRBB, accounting

classification and calculation of provisions under

IFRS9 in credit risk and regulatory capital

requirements and economic capital. This Committee

also included 12 standalone presentations on the

agenda of its ordinary meetings, which dealt in

detail with risks such as fiduciary risk, operational

continuity, model risk, outsourcing risk, actuarial

risk, technological and operational risk, legal risk,

reputational risk and ESG risks, as well as on the

Digital Operational Resilience Act (DORA).

MATRIX OF COMPETENCIES OF THE CAIXABANK BOARD OF DIRECTORS 2024

José Ignacio Goirigolzarri

Tomás Muniesa

Gonzalo Gortazar

Eduardo Javier Sanchiz

Joaquín Ayuso

Francisco Javier Campo

Eva Castillo

Fernando María Ulrich

María Verónica Fisas

Cristina Garmendia

María Amparo Moraleda

Peter Löscher

Teresa Santero

José Serna

Koro Usarraga

Position and Category

Executive Chairman

Proprietary Deputy Chairman

CEO

Lead Independent Director

Indepent

Indepent

Indepent

Other external

Indepent

Indepent

Indepent

Indepent

Proprietary

Proprietary

Indepent

Training

Law

●

●

●

●

Business studies

●

●

●

●

●

●

●

●

●

●

●

●

●

Mathematics, Physics, Engineering, other science degrees

●

●

●

●

Other university degrees

Senior management experience (Senior management board or senior management)

In Banking/Financial Sector

●

●

●

●

●

●

Other sectors

●

●

●

●

●

●

●

●

●

●

Experience in the financial sector

Credit institutions

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Financial markets (other)

●

●

●

●

●

●

●

●

●

●

●

Other experience

Academic and Research Sector

●

●

●

Public Service/Relations with Regulators

●

●

●

●

●

Corporate governance (including membership of governing bodies)

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Audit

●

●

●

●

●

●

●

●

●

●

●

●

●

Risk management/ compliance

●

●

●

●

●

●

●

●

●

●

●

●

Innovation and Technology

●

●

●

●

●

●

●

Environment, Climate Change

●

●

●

●

International experience

Spain

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Portugal

●

●

●

●

●

●

●

●

●

Rest of Europe (including European institutions)

●

●

●

●

●

●

●

●

●

●

●

Others (the USA, Latin America)

●

●

●

●

●

●

●

●

●

●

●

●

Diversity of gender, geographical origin, age

Gender diversity

●

●

●

●

●

●

Nationality

ES

ES

ES

ES

ES

ES

ES

PT

ES

ES

ES

AT

ES

ES

ES

Age

70

72

59

68

69

69

62

72

60

62

60

67

65

82

67

In recent financial years, the presence of independent directors has been

maintained (see graph opposite), along with the Board's gender diversity, having

already achieved the target set by Recommendation 15 of the CBG to have at

least 40% female directors since the AGM in May 2020. (C.1.4):

EVOLUTION OF INDEPENDENCE

Number of women Directors					% of total Directors of each category
(C.1.4)	Financial year 2024	Financial year 2023	Financial year 2022	Financial year 2021	Financial year 2024	Financial year 2023	Financial year 2022	Financial year 2021
Executive	-	-	-	-	0.00	0.00	0.00	0.00
Proprietary	1	1	1	1	33.33	33.33	33.33	33.33
Independent	5	5	5	5	55.55	55.55	55.55	55.55
Other external	-	-	-	-	0.00	0.00	0.00	0.00
TOTAL	6	6	6	6	40.00	40.00	40.00	40.00

40%	Female
	on the Board.
43%	Female
	on the Executive Committee
40%	Female
	on the Risks committee
60%	Female
	on the Remuneration Committee
43%	Female
	on the Innovation, Technology and Digital Transformation Committee
40%	Female
	on the Audit and Control Committee
20%	Female
	on the Appointments and Sustainability Committee

As a result, it can be said that CaixaBank's Board is in line with the IBEX 35

average in terms of the presence of women, according to publicly available

information on the composition of the Boards of Directors of IBEX 35 companies

at year-end 2024 (average of 41.85%)¹.

1 Average number of women sitting on the Board of Ibex35 companies, calculated according to the public information available

on the websites of the companies.

Selection, appointment, re-election evaluation and removal of members of the Board

Principles of proportionality among

board member categories (C.1.16)

4. External (non-executive) directors should

constitute a majority over executive directors,

and the number of the latter should be the

minimum necessary.

5. The external directors will include holders of

stable significant shareholdings in the company

(or their representatives) or those shareholders

that have been proposed as directors even

though their holding is not significant

(proprietary directors), and persons of

recognised experience who can perform their

functions without being influenced by the

Company or its Group, its executive team or

significant shareholders (independent

directors).

6. Among the external directors, the ratio of

proprietary and independent directors should

reflect the existing proportion of the Company’s

share capital represented by proprietary

directors and the remainder of its capital. At

least one third of the Company’s directors will

be independent directors (provided that there

is one shareholder, or several acting in concert,

controlling more than 30% of the share capital).

7. No shareholder may be represented on the

Board by a number of proprietary directors

representing more than 40% of the total

number of Board members, without affecting

the right to proportional representation

provided for by law.

Selection and appointment (C.1.16)

The Selection, Diversity and Suitability Assessment

Policy for directors and members of Senior

Management and other people in key roles includes

the main aspects and undertakings of the Company

in relation to the appointment and selection of

directors. The purpose is to provide candidates that

ensure the effective capability of the Board to

takedecisions independently in the interest of the

Company.

In this context, director appointment proposals put

forward by the Board for the consideration of the

General Shareholders' Meeting, and the

appointment agreements adopted by the Board by

virtue of the powers legally attributed to it, must be

preceded by the corresponding proposal of the

Appointments and Sustainability Committee, when

dealing with independent directors, and by a report,

in the case of all other directors. Proposals for the

appointment and re-election of directors are

accompanied by a report from the Board setting

outthe competencies, experience and merits of the

candidate. In the process of selecting new directors,

CaixaBank relies on the collaboration of external

consultants.

In accordance with the legal provisions, the

candidates must meet the suitability requirements

for the position and, in particular, they must have

recognised business and professional repute,

suitable knowledge and experience to understand

the Company's activities and main risks, and be in a

position to exercise good governance. Applicable

law and regulations will also be taken into account

when shaping the overall composition of the Board

of Directors. In particular, the overall composition of

the Board of Directors must incorporate sufficient

knowledge, abilities and experience regarding the

governance of credit institutions, to sufficiently

understand the Company's activities, including the

primary risks, and to ensure the effective capacity of

the Board of Directors to take independent and

autonomous decisions in the Company's interests.

The Appointments and Sustainability Committee,

with the assistance of the General Secretary and the

Secretary of the Board, taking into account the

balance of knowledge, experience, capacity and

diversity required and in place on the Board of

Directors, elaborates and constantly updates a

competency matrix, which is approved by the Board

of Directors.

Where applicable, the results of applying the matrix may be used to identify

future training needs or areas to strengthen in future appointments.

The Selection Policy is complemented by a Protocol of procedures for assessing

the suitability and appointments of directors and members of senior

management and other holders of key functions at CaixaBank (hereinafter,

Suitability Protocol) that establishes the procedures for making the selection and

the continuous assessment of the suitability of Board members, among other

groups, including any unforeseeable circumstances which may affect their

suitability for the position.

The Suitability Protocol establishes the Company's units and internal procedures

involved in the selection and ongoing assessment of members of the Board of

Directors, general managers and other senior executives, the heads of the

internal control function and other key posts in CaixaBank, as defined under

applicable legislation. Under the Suitability Protocol, the Board of Directors, in

plenary session, assesses the suitability of proposed candidates, based on a

report from the Appointments and Sustainability Committee.

This entire process is subject to the provisions of the internal regulations on the

appointment of directors and the applicable regulations of corporate enterprises

and credit institutions, which is subject to the suitability assessment of the

European Central Bank and culminates in the acceptance of the position after

the approval by the banking authority of the proposed appointment, which will

be approved by the General Shareholders' Meeting.

Re-election and duration of the position (C.1.16 + C.1.23)

Directors shall hold their posts for the term stipulated in the By-laws (4 years) —

for as long as the AGM does not resolve to remove them and they do not stand

down from office— and may be re-elected one or more times for periods of

equal length. However, independent directors may not continue to serve as such

for a continuous period exceeding 12 years.

Directors designated by co-option shall hold their post until the date of the next

AGM or until the legal deadline for holding the AGM that is to decide whether to

approve the financial statements for the previous financial year has passed. If

the vacancy arises after the AGM is called but before it is held, the appointment

of the director by co-option to cover the vacancy will take effect until the next

AGM is held.

Cessation or resignation from position (C.1.19 + C.1.36)

Directors shall step down when the period for which they were appointed has

elapsed, when so decided by the AGM and when they resign. When a director

leaves office prior to the end of their term, they must explain the reasons in a

letter sent to all members of the Board of Directors.

In the following circumstances, directors must tender their resignation from the

Board, formalising their intentionto resign (article 21.2 of the Regulations of the

Board of Directors):

> When they leave the positions, posts or functions with which their

appointment as Director was associated;

> When they are subject to any of the cases of incompatibility or prohibition

provided by law or no longer meet the suitability requirements;

> When they are indicted for an allegedly criminal act or are subject to a

disciplinary proceeding for serious or very serious fault instructed by the

supervisory authorities;

> When their remaining on the Board may place at risk the Company’s

interest, or when the reasons for which they were appointed cease to exist.¹

> When significant changes occur in their professional situation on in the

conditions in which they were appointed Director.

> When due to facts attributable to the Director, their remaining on the Board

causes serious damage to the corporate net worth or reputation in the

judgement of the Board.

If an individual representing a legal entity director becomes involved in any of

the situations described above, that representative must relinquish their position

to the legal entity that appointed them. If the latter decides that the

representative should remain in their post as a director, the legal entity director

must tender its resignation from the Board.

1 In the case of proprietary directors, when the shareholder they represent transfers its stake in its entirety or lowers it to a level

that requires a reduction in the number of proprietary directors.

All of the above, notwithstanding the provisions of Royal Decree 84/2015, of 13

February, which implements Act 10/2014, of 26 June on the organisation,

supervision and solvency of credit institutions, on the requirements of repute

that must be met by directors and the consequences of losses derived

therefrom, along with other regulations or guides applicable to the nature of the

company. 

During financial year 2024, the Board of Directors was not informed or did not

become aware of any situation involving a director, whether or not related to

their performance in the company itself, that may be detrimental to the credit

and reputation of CaixaBank. (C.1.37)

Other limitations on the position of Director

There are no specific requirements, other than those relating to directors, to be

appointed Chairman of the Board. (C.1.21)

Neither the By-laws nor the Regulations of the Board of Directors establish any

age limit for serving as a director. (C.1.22)

Neither the Company's Articles of Association nor the Regulations of the Board

of Directors specify a limited term of office or impose additional, stricter

requirements for independent directors beyond what is required by law. (C.1.23)

OPERATION AND WORKINGS OF THE BOARD (C.1.25 and C.1.26)

15 Number of meetings	9 Number of meetings
of the Board Note: Additionally, the Board passed a resolution in July in writing and without holding a meeting.	of the Remuneration Committee
2 Number of meetings	13 Number of meetings
of the Lead Independent Director held without the attendance of the executive directors	of the Risks Committee
13 Number of meetings	22 Number of meetings
of the Audit and Control Committee	of the Executive Committee
4 Number of meetings	15 Number of meetings
of the Innovation, Technology and Digital Transformation Committee	attended in person by at least 80% of directors
15 Number of meetings	99.11% attendance
of the Appointments and Sustainability Committee	in-person in terms of the total votes during the year
99.11% of votes cast	13 Number of meetings
at in situ meetings or with representations made with specific instructions out of all votes cast during the year	with in-person attendance, or proxies with specific instructions, of all the directors
Note: During 2024, no Board meetings were held without the Chairman's attendance.

INDIVIDUAL ATTENDANCE OF DIRECTORS AT BOARD MEETINGS

DURING 2024

	Attendance/no. of meetings 2024 (*)	% Attendance 2024	Proxy (without voting instructions in all cases in 2024)	Attendance 2024 (online)
José Ignacio Goirigolzarri	15/15	100	0	0
Tomás Muniesa	15/15	100	0	1
Gonzalo Gortazar	15/15	100	0	0
Eduardo Javier Sanchiz	15/15	100	0	1
Joaquín Ayuso	15/15	100	0	2
Francisco Javier Campo	15/15	100	0	0
Eva Castillo	15/15	100	0	2
Fernando María Ulrich	15/15	100	0	2
María Verónica Fisas	15/15	100	0	2
Cristina Garmendia	15/15	100	0	1
Peter Löscher	15/15	100	0	1
María Amparo Moraleda	14/15	93	1	2
Teresa Santero	14/15	93	1	1
José Serna	15/15	100	0	1
Koro Usarraga	15/15	100	0	3

ATTENDANCE AND DEDICATION AT MEETINGS OF THE BOARD AND ITS COMMITTEES

		Fee and commission income
	Board	Committee	Audit and Control	Appointments and Sustainability	Remuneration	Risks	Innovation, Technology and Digital Transformation Committee
Average attendance	99%	97%	100%	97%	100%	98%	93%
Individual attendance								Average individual attendance
Jose Ignacio Goirigolzarri	15/15	22/22					4/4	100%
Tomás Muniesa	15/15	21/22				13/13		98%
Gonzalo Gortazar	15/15	22/22					4/4	100%
Eduardo Javier Sanchiz	15/15	21/22	13/13	15/15				99%
Joaquin Ayuso	15/15				9/9	12/13		97%
Francisco Javier Campo	15/15		13/13	13/15			3/4	90%
Eva Castillo	15/15	21/22			9/9		4/4	99%
Fernando María Ulrich	15/15			15/15		13/13		100%
María Verónica Fisas	15/15					13/13		100%
Cristina Garmendia	15/15		13/13		9/9		4/4	100%
Peter Löscher	15/15			15/15			3/4	92%
María Amparo Moraleda	14/15	20/22		15/15			4/4	96%
Teresa Santero	14/15		13/13					97%
José Serna	15/15		13/13		9/9			100%
Koro Usarraga	15/15	22/22			9/9	13/13		100%

A On March 22, 2024, the Ordinary General Shareholders' Meeting of CaixaBank approved the re-election of María Verónica Fisas as an independent director and the Board of Directors agreed to reappoint her as a Vocal of the Risks Committee.

Regulation of the Board (C.1.15)

During the 2024 financial year, the Board did not approve any amendments to

the Board of Directors' Regulations or the By-laws (except for those related to

changes in share capital).  However, the 2024 General Shareholders' Meeting was

informed of the amendment to the Regulations of the Board of Directors,

approved by the Board of Directors of CaixaBank on 31 March 2023.

This amendment aims to strengthen the composition of the Innovation,

Technology and Digital Transformation Committee, which advises the CaixaBank

Board of Directors on all matters related to technological innovation,

cybersecurity and digital transformation, assisting it in the monitoring and

analysis of trends and innovations in this area that may affect CaixaBank's

strategy and business model in the medium and long term (specifically, article 15

bis.1).

All amendments to the Board Regulations are notified to the CNMV and are

made public and entered in the Companies Register, after which the

consolidated text is published on the CNMV's website and on the company's own

website.

Information (C.1.35)

There is a procedure in place whereby directors may obtain the information

needed to prepare for the meetings with the governing bodies with sufficient

time. In general, documents for approval by the Board, especially those which

cannot be fully analysed and discussed during the meeting due to their length,

are sent to Board members prior to the meetings.

Furthermore, pursuant to article 22 of the Regulations of the Board, the Board

may request information on any aspect of the Company and its Group and

examine its books, records, documents and further documentation. Requests

should be addressed to the Chairman of the Board of Directors if they are of an

executive nature; otherwise, they should be directed to the CEO, who will

forward the matters to the appropriate contact person and, if necessary, inform

the director of their duty of confidentiality.

Proxy voting (C.1.24)

The Regulations of the Board establish that directors must attend Board

meetings in person. However, when they are unable to do so in person, they

shall endeavour to grant their proxy in writing, on a special basis for each

meeting, to another Board member, including the appropriate instructions

therein.

Non-executive directors can only delegate to another non-executive director.

Independent directors may only delegate a proxy to a fellow independent

director.

Notwithstanding the above, and so that the proxyholder can vote accordingly

based on the outcome of the debate by the Board, proxies are not granted with

specific instructions and must always be given in strict accordance with

legalrequirements. This is in keeping with the law on the powers of the Chairman

of Board, who is given, among others, power to stimulate debate and the active

involvement of all directors, safeguarding their rights to adopt positions.

Decision-making

No qualified majorities other than those prescribed by law are required for any

type of decision. (C.1.20)

At CaixaBank there is no statutory or regulatory provision for the Chairman of

the Board of Directors to have a casting vote.

At CaixaBank there is broad participation and debate at Board meetings and the

main resolutions are adopted with the favourable vote of a large majority of the

directors.

The Company has not entered into any material agreements that come into

force, are modified or are terminated in the event of a change in control of the

company following a public takeover bid, and their effects. (C.1.38)

The figure of the Lead Independent Director, appointed from among the

independent directors, was introduced in 2017. The current Lead Independent

Director was appointed, following a favourable report from the Appointments

andSustainability Committee, by the Board of Directors on 22 December 2022.

However, the appointment of Eduardo Javier Sanchiz as the new Lead Director of

CaixaBank took effect from the last General Meeting held on 31 March 2023.

Relations with the market (C.1.30)

With regard to its relationship with market agents,

the Company acts on the principles of transparency

and non-discrimination and according to the

provisions of the Regulations of the Board of

Directors which stipulate that the Board, through

communications of material facts to the CNMV and

the corporate website, shall inform the public

immediately with regard to any relevant

information. With regard to the Company’s

relationship with market agents, the Investor

Relations department shall coordinate the

Company’s relationship with analysts, shareholders

and institutional investors, among others, and

manage their requests for information in order to

ensure they are treated fairly and objectively.

In this regard, and pursuant to Recommendation 4

of the Good Governance Code of Listed Companies,

CaixaBank has a Policy on Communication and

Contact with Shareholders, Institutional Investors

and Proxy Shareholders which is available on the

Company's website.

As part of this Policy, and pursuant to the authority

vested in the Coordinating Director, he/she is

required to stay in contact, as appropriate, with

investors and shareholders to hear their views and

develop a balanced understanding of their

concerns, especially those to do with the Company's

corporate governance.

Also, the powers legally delegated to the Board of

Directors specifically include the duty of supervising

the dissemination of information and

communications relating to the Company.

Therefore, the Board of Directors is responsible for

managing and supervising at the highest level the

information distributed to shareholders,

institutional investors and the markets in general.

Consequently, the Board of Directors, through the

corresponding bodies and departments, works to

ensure, protect and facilitate the exercising of the

rights of the shareholders, institutional investors

and the markets in general in the defence of the

corporate interest, in compliance with the following

principles:

	→ Transparency
	→ Equal treatment and non-discrimination
	→ Immediate access and ongoing communication
	→ At the cutting-edge of new technologies
	→ Fulfilling the rules and recommendations

These principles apply to all information disclosed

and the Company’s communications with

shareholders, institutional investors and relations

with markets and other stakeholders, such as

financial intermediaries, management companies

and custodians of the Company’s shares, financial

analysts, regulatory and supervisory bodies, proxy

advisers, information agencies and credit rating

agencies.

The Company pays particular heed to the rules

governing the processing of inside information and

other potentially relevant information contained in

the applicable legislation and the Company’s

regulations on shareholder relations and

communications with securities markets, as

contained in CaixaBank’s Code of Business Conduct

and Ethics, and the Internal Code of Conduct on

Matters Relating to the Stock Market of CaixaBank,

S.A. and the Regulations of the Board of Directors

(also available on the Company's website).

Assessment of the Board (C.1.17 + C.1.18)

The Board evaluates its performance and that of its

Committees annually, pursuant to article 16 of the

Regulations of the Board of Directors.

For the 2024 financial year, the Board of Directors

has decided to carry out the self-assessment of its

performance internally, given that for the 2022

financial year it was assisted by an external expert,

thus complying with Recommendation 36 of the

Good Governance Code, which suggests the

assistance of the external consultant every 3 years.

The evaluation was conducted in accordance with

the provisions of article 529h of the Consolidated

Text of the Corporate Enterprises Act and in

accordance with the regulations and good

corporate governance practices applicable to

CaixaBank as a credit institution and listed

company. It is a fundamental corporate governance

practice to ensure the effectiveness of the

governing body and to promote the success of the

company in achieving its long-term objectives. At

the same time, the assessment allows the company

to corroborate compliance with the main standards

of goodcorporate governance.

In line with the Good Governance Code, the

assessment pays special attention to the aspects of

diversity and suitability of the members of the

Board and of the Board as a whole. Compliance

with the Policy on Selection of Directors is also

verified, complying with all the aspects that must be

assessed annually.

The assessment of the Board produced the

necessary data and the required feedback from its

members in order to design an efficient

improvement plan adapted to the needs of the

Company. These data and feedback can be found

inthe section on "Challenges for the 2025 financial

year".

Following this, the Appointments and Sustainability

Committee has submitted the Board of Directors'

Assessment Report for the 2024 financial year,

which has been approved by the CaixaBank Board

of Directors.

The members of the Board were assessed using the

following methodology: online questionnaire

addressed to directors and analysis of the results

with a mechanism for rating and defining positive

results in the short term and recommendations in

the long term.

These questionnaires address:

> The operation of the Board (preparation,

dynamic and culture; evaluation of working

tools; and evaluation of the Board's self-

assessment process) and,

> The composition and functioning of the

committees; The performance of the Chairman,

CEO, Lead Independent Director and the

Secretary.

Members of each committee are also sent a self-

assessment form on the functioning and operation

of their respective committee.

The results and conclusions reached, including the

recommendations, are contained in the document

analysing the performance assessment of the

CaixaBank Board and its committees for 2024,

which was revised and approved by the Board of

Directors. Broadly speaking, and on the basis of the

responses received from Directors following

questionnaires as well as the activity reports drawn

up by each of the committees, the Board holds a

positive view of the quality and efficiency of its

operation and that of its committees for 2024, as

well as of the performance of the functions of the

Chairman, CEO, Lead Independent Director and

Secretary of the Board in the year. The structure,

size and composition are also deemed to be

suitable, particularly with respect to gender diversity

and diversity in training and professional

experience, age and geographical origin, in

accordance with the verification ofcompliance with

the selection policy, and also taking into account the

individual suitability re-assessment of each director

carried out by the Appointments and Sustainability

Committee, which leads to the conclusion that the

overall composition of the Board of Directors is

suitable.

During the year, the Appointments and

Sustainability Committee monitored the

improvement actions identified in the previous year.

Once again, the objectives were met and solid

progress was made on the path to good Corporate

Governance, consolidating the strengths of

transparent, efficient and coherent governance

aligned with the objectives of the Company's

2022-2024 Strategic Plan. This is explained in more

detail in the section "Advances in Corporate

Governance in 2024".

Committees of the Board (C.2.1)

NUMBER OF FEMALE DIRECTORS WHO WERE ON BOARD COMMITTEES AT THE END OF THE LAST FOUR

YEARS (C.2.2)

As part of its function of self-organisation, the Board

has various committees specialised by subject, with

supervisory and advisory powers, and an Executive

Committee. There are no specific regulations for

Board committees, and they are governed in

accordance with the law, the By-laws and the

Regulations of the Board, amendments to which

during the year are noted in the section "The

Administration – The Board of Directors – Operation

of the Board of Directors – Regulations of the

Board". In aspects not specifically laid out for the

Executive Committee, the operational rules

governing the Board itself will be applied, by virtue

of the Regulation of the Board.

The Board committees, in accordance with the

provisions of the Regulations of the Board and

applicable legislation, draw up an annual report on

its activities, which includes the assessment of its

performance during the year. The annual activity

reports of the Committees will be available on the

Company's corporate website and are attached as

an appendix to this report. (C.2.3)

	Financial year 2024		Financial year 2023		Financial year 2022		Financial year 2021
	Number	%	Number	%	Number	%	Number	%
Audit and Control Committee	2	40.00	2	40.00	3	50.00	3	50.00
Innovation, Technology and Digital Transformation Committee	3	42.86	3	42.86	3	60.00	3	60.00
Appointments and Sustainability Committee	1	20.00	1	20.00	1	20.00	0	0.00
Remuneration Committee	3	60.00	3	60.00	2	50.00	2	50.00
Risks Committee	2	40.00	2	40.00	2	33.33	2	33.33
Executive Committee	3	42.86	3	42.86	4	57.14	4	57.14

PRESENCE OF BOARD MEMBERS IN THE DIFFERENT COMMITTEES

Member	E. Committee	Appointments and Sustainability C.	Audit and Control C.	Remuneration C.	Risks C.	Innovation, Technology and and Digital Transformation C.
Jose Ignacio Goirigolzarri	Chairman					Chairman
Tomás Muniesa	Vocal				Vocal
Gonzalo Gortazar	Vocal					Vocal
Eduardo Javier Sanchiz	Vocal	Vocal	Chairman
Joaquín Ayuso				Vocal	Vocal
Francisco Javier Campo		Vocal	Vocal			Vocal
Eva Castillo	Vocal			Chairwoman		Vocal
Fernando María Ulrich		Vocal			Vocal
María Verónica Fisas					Vocal
Cristina Garmendia			Vocal	Vocal		Vocal
Peter Löscher		Vocal				Vocal
María Amparo Moraleda	Vocal	Chairwoman				Vocal
Teresa Santero			Vocal
José Serna			Vocal	Vocal
Koro Usarraga	Vocal			Vocal	Chairwoman

Executive Committee

Article 39 of the By-laws and article 13 of the Regulations of the Board describe the organisation and operation of the Executive Committee.

Number of members

The Committee comprises seven members: two

executive directors (José Ignacio Goirigolzarri and

Gonzalo Gortazar), one proprietary director (Tomás

Muniesa) and four independent directors (Eduardo

Javier Sanchiz, Eva Castillo, Maria Amparo Moraleda

and Koro Usarraga). In accordance with article 13 of

the Regulations of the Board, the Chairman and

Secretary of the Executive Committee will also be

the Chairman and Secretary of the Board of

Directors.

Composition 1

Member	Position	Category
José Ignacio Goirigolzarri	Chairman	Executive
Tomás Muniesa	Vocal	Proprietary
Gonzalo Gortazar	Vocal	Executive
Eduardo Javier Sanchiz	Vocal	Independent
Eva Castillo	Vocal	Independent
María Amparo Moraleda	Vocal	Independent
Koro Usarraga	Vocal	Independent

1 Note: On 30 October 2024, CaixaBank informed that the Chairman of the Board

of Directors, José Ignacio Goirigolzarri, had expressed his intention not to renew his

mandate at the next General Meeting and therefore submitted his resignation as

Executive Chairman and Director of CaixaBank, effective from 1 January 2025. It

was also reported that the Board of Directors, at the proposal of the Appointments

and Sustainability Committee, had agreed to appoint Tomás Muniesa as Chairman

of CaixaBank, also with effect from 1 January 2025, at which point the

chairmanship of the Bank will no longer have executive functions.

The composition of this committee, which is made

up of the Chairman and CEO, must have at least two

non-executive directors, at least one of whom is

independent.

The appointments of its members requires a vote in

favour from at least two-thirds of the Board

members.

Distribution of committee members

by category

(% of total committee members)

% of executive Directors	28.57
% of proprietary Directors	14.29
% of independent Directors	57.14

Number of sessions (C.1.25)

In 2024 the Committee held 22 sessions, none of

which were held exclusively by telematic means.

Average attendance at sessions

The attendance of members, in person or by proxy,

at the Committee's meetings during 2024 was as

follows:

Member	No. meetings in 20242	% Attendance 2024
José Ignacio Goirigolzarri	22/22	100
Tomás Muniesa	21/22	95.45
Gonzalo Gortazar	22/22	100
Eduardo Javier Sanchiz	21/22	95.45
Eva Castillo	21/22	95.45
María Amparo Moraleda	20/22	90.90
Koro Usarraga	22/22	100

2 This column only shows in-person and remote attendance by telematic means.

Regarding the number of meetings, when the Director has been appointed as a

member of the committee during the fiscal year, only the meetings from the date of

appointment are calculated.

Functioning

The Executive Committee has been delegated all of

the responsibilities and powers available to it both

legally and under the Company’s By-laws. For

internal purposes, the Executive Committee is

subject to the limitations set out in article 4 of the

Regulations of the Board of Directors. The Board's

permanent delegation of powers to this Committee

will require a vote in favour from at least two-thirds

of the Board members. (C.1.9)

The Committee will meet as often as it is convened

by its Chairman or the person who is to replace him

in his absence, and it is validly constituted when the

majority of its members are in attendance. Its

resolutions are carried by the majority of the

members attending the meeting, and they are valid

and binding with no need for subsequent

ratification by the Board sitting in plenary, without

prejudice to article 4.5 of the Regulations of the

Board.

The Executive Committee reports to the Board on

the main matters it addresses and the decisions it

makes.

There is no express mention in the Company’s By-

laws that the Committee must prepare an activities

report. However, in December 2023, the Executive

Committee formulated its annual activity report,

submitting it to the Board of Directors of CaixaBank,

S.A. for approval, as well as an assessment of its

performance in the corresponding financial year.

Activities during the year

During the financial year 2024, in compliance with

its basic functions established in the By-laws and in

the Regulations of the Board of Directors, the

Committee dealt with a series of matters on a

recurring basis and others on an ad hoc basis, for

the purpose of adopting the relevant resolutions or

for information purposes, in the latter case being

deemed to have taken note of them. 

The Committee carried out extensive monitoring of

CaixaBank's results and other financial and

accounting aspects throughout the 2024 financial

year. With respect to its activity, the Committee

mainly examined customer funds, the loan portfolio

and defaults. With regard to results, the figures for

net interest income, fee and commission income,

expenses and provisions were presented. In

addition, the evolution of market shares and the

customer base was reported. 

The Committee also monitored product, service and

other business aspects, paying special attention to

the segments, models and specific areas. 

Furthermore, it monitored the evolution of defaults,

doubtful balances and the situation of foreclosed

assets and other aspects. 

Moreover, the Committee has approved certain

credit and guarantee operations that meet specific

criteria and has presented these for the Board of

Directors' approval. all of this is based on the

competencies assigned to it. 

It also entered into agreements relating to

subsidiaries, investees with branches and other

entities. 

The Committee was also informed on digitisaton

and digital transformation, as well as on media

issues. 

It was also briefed on sustainability and social action

aspects.

Finally, the Committee addressed various other

aspects, including corporate communication, the

signing of necessary agreements to formalise

guarantee contracts with the European Investment

Bank and the European Investment Fund.

Information regarding previously conducted

treasury stock transactions has also been made

available. Furthermore, the Committee has been

updated on litigation and the status of specific legal,

administrative, and arbitration proceedings. It was

also informed on the situation of the DANA in

Valencia.  The performance of the metrics in 2024

were presented, as well as the initiatives aimed at

the improvement of customer service. It also

received information relating to certain overseeing

procedures of the European Central Bank, and it

approved the granting of a series of powers of

attorney.

Appointments and Sustainability Committee

The Appointments and Sustainability Committee, its organisation and tasks are basically regulated

in Articles 40 of the By-laws and 15 of the Regulations of the Board of Directors

and in applicable regulations.

Number of members

The Committee is made up of five non-executive

directors. Four of its members (María Amparo

Moraleda, Eduardo Javier Sanchiz, Francisco Javier

Campo and Peter Löscher) are considered

independent directors and one (Fernando María

Ulrich) is considered an external director.

Composition

The Appointments and Sustainability Committee

comprises a number of non-executive directors

determined by the Board, with a minimum of 3 and

a maximum of 5 members. A majority of its

members must be independent directors. Members

of the Appointments and Sustainability Committee

are appointed by the Board at the proposal of the

same, and the chairman of the Committee will be

appointed from among the independent directors

who sit on the Committee.

Member	Position	Category
María Amparo Moraleda	Chairwoman	Independent
Eduardo Javier Sanchiz	Vocal	Independent
Francisco Javier Campo	Vocal	Independent
Fernando María Ulrich	Vocal	Other external
Peter Löscher	Vocal	Independent

Distribution of the committee

members by category

(% of total committee members)

% of independent Directors	80.00
% of other external Directors	20.00

Number of sessions (C.1.25)

In 2024, the Commission met in 15 sessions, 13 held

exclusively online and 2 in person.

Average attendance at sessions

The attendance of members, in person or by proxy,

at the Committee's meetings during 2024 was as

follows:

Member	No. meetings in 2024 1	% Attendance 2024 (since taking office)
María Amparo Moraleda	15/15	100
Eduardo Javier Sanchiz	15/15	100
Francisco Javier Campo	13/15	86.70
Fernando María Ulrich	15/15	100
Peter Löscher	15/15	100

1 This column only shows in-person and remote attendance by telematic means.

Regarding the number of meetings, when the Director has been appointed as a

member of the committee during the fiscal year, only the meetings from the date of

appointment are calculated.

Functioning

The Appointments and Sustainability Committee is

self-governing and it may appoint a Chair and a

Secretary. If no Secretary is appointed, the Secretary

of the Board or any of the Deputy Secretaries of the

Board shall act as Committee Secretary.

It meets as often as considered appropriate for the

sound performance of its duties and the meetings

are convened by the Chair of the Committee, either

on his/her own initiative, or when requested by 2

members of the Committee. The Committee must

also meet when the Board or its Chair requests that

a report be issued or a resolution carried.

The Committee is validly constituted when the

majority of its members are present, and decisions

are made by a majority of the attending members.

Its duties include:

> Evaluating and proposing to the Board the

assessment of skills, knowledge and experience

required of Board members and key personnel.

> Submitting to the Board the proposals for the

nomination of the independent directors to be

appointed by co-option or for submission to the

decision of the AGM, as well as the proposals

for the reappointment or removal of such

directors.

> Reporting on the appointment and, as the case

may be, dismissal of the Coordinating Director,

the Secretary and the Deputy Secretaries for

approval by the Board.

> Reporting on proposals for the appointment or

removal of senior executives, with the capacity

to carry out such proposals directly when the

Committee deems this necessary in the case of

senior executives as a result of to their control

or support duties concerning the Board or its

committees. Propose the basic terms of the

contracts of senior executives other than their

pay and remuneration, and reporting those

terms once they have been established.

> Examining and organising, under the

supervision of the Coordinating Director and

with the support of the Chairman of the Board,

the succession of the latter, as well as study and

organise, in collaboration with the Chairman,

the succession of the Company's CEO and, as

the case may be, sending proposals to the

Board so that the succession process is suitably

planned and takes place in an orderly fashion.

> Report to the Board on gender diversity issues,

and set a target for representation of the

underrepresented sex on the Board and

develop guidelines on how this target should be

achieved, ensuring in all cases compliance with

the diversity policy applied in relation to the

Board, which will be reported on in the Annual

Corporate Governance Report.

> Periodically evaluate, at least once a year, the

structure, size, composition and actions of the

Board and of its committees, its Chairman, CEO

and Secretary, making recommendations

regarding possible changes to these. Here, the

committee shall act under the direction of the

Coordinating Director when assessing the

performance of the Chairman. Evaluating the

composition of theManagement Committee, as

well as its replacement lists, to ensure coverage

as members come and go.

> Evaluate, the suitability of the various members

of the Board of Directors as a whole, and

inform to the Board consequently.

> Periodically reviewing the Board selection and

appointment policy in relation to senior

executives and making recommendations.

> Overseeing the compliance with the Company's

rules and policies in environmental and social

matters, regularly evaluating and reviewing

them, with the aim of confirming that it is

fulfilling its mission to promote the corporate

interest and catering, where appropriate, to the

legitimate interests of remaining stakeholders,

as well as submitting the proposals it considers

appropriate on this matter to the Board and,

particularly, submitting the sustainability/

corporate responsibility policy for approval. In

addition, the Committee will ensure the

Company’s environmental and social practices

are in accordance with the established strategy

and policy.

> Reporting on the sustainability reports made

public by the Company, prior to being

submitted to the Board of Directors, including

the review of the non-financial information

contained in the annual management report

and the master plan for socially responsible

banking, ensuring the integrity of its content

and compliance with applicable legislation and

international benchmarks.

> Supervising the Company's activities with

regards to responsibility, and submit to the

Board the corporate responsibility/

sustainability policy for approval.

The Committee prepares an annual report on its

activities that highlights any incidents involving its

functions, which will serve as a basis, among other

things, for the evaluation of the Board. In addition,

when the relevant Committee deems it appropriate,

it will include in that report suggestions for

improvement.

Activities during the year

During the financial year 2024, in fulfilment of its

basic functions as set out in the By-laws and the

Regulations of the Board of Directors, the

Committee discussed, scrutinised and took

decisions or issued reports on the following

matters: the selection, diversity and evaluation of

the suitability of advisers, members of the Senior

Management and other key function holders.

The Committee reported favorably on the

presentation to the Board of the proposed revision

of the Policy for the selection, diversity and

appraisal of the suitability of the members of the

Board, senior management and other key function

holders.

It also approved the Succession Policy for members

of the Board of Directors, members of senior

management and other holders of key functions of

the entity, which complements and develops the

Selection Policy.

The Committee reported favorably and submitted

to the Board for approval the Succession Plan for

key positions on the Board of Directors. 

The Committee, in compliance with its duties to

supervise and control the proper functioning of the

Company's corporate governance system, examined

the proposed Annual Corporate Governance Report

2023.

Reviewed the non-financial information contained in

the 2023 Consolidated Management Report, which

includes the Statement of Non-Financial

Information (SNFI).

The Committee was informed of the Sustainability

and Corporate Social Responsibility Policies and the

Sustainability Master Plan.

Monitored and reported on climate and

environmental risks.

Risks Committee

Articles 40 and 14 of the By-laws and Regulations of the Board of Directors describe the organisation and operation of the Risks Committee.

Number of members

The Committee is made up of five Directors, all of

whom are non-executive Directors: Koro Usarraga,

Joaquín Ayuso and María Verónica Fisas are

independent Directors, Tomás Muniesa is a

proprietary Director and Fernando María Ulrich is

an external Director.

Composition1

Member	Position	Category
Koro Usarraga	Chairwoman	Independent
Tomás Muniesa	Vocal	Proprietary
Joaquín Ayuso	Vocal	Independent
Fernando María Ulrich	Vocal	Other external
María Verónica Fisas	Vocal	Independent

1 Note: Mr. Muniesa has resigned as a Vocal of the Risks Committee effective

January 1, 2025.

The Risks Committee comprises exclusively non-

executive directors, all possessing the relevant

knowledge, expertise and experience to fully

understand and control the Company’s risk strategy

and appetite, in the number determined by the

Board, between a minimum of 3 and a maximum of

6 members and with a majority of independent

directors.

Distribution of the committee

members by category

(% of total committee members)

% of proprietary Directors	20.00
% of independent Directors	60.00
% of other external Directors	20.00

Number of sessions (C.1.25)

During the financial year 2024, the Committee held

a total of 13 sessions.  During the said year, no

sessions were held exclusively by telematic means.

Average attendance at sessions

The attendance of members, in person or by proxy,

at the Committee's meetings during 2024 was as

follows:

Member	No. meetings in 2024 1	% Attendance 2024
Koro Usarraga	13/13	100
Tomás Muniesa	13/13	100
Joaquín Ayuso	12/13	92.30
Fernando María Ulrich	13/13	100
María Verónica Fisas	1313	100

1 This column only shows in-person and remote attendance by telematic means.

Regarding the number of meetings, when the Director has been appointed as a

member of the committee during the fiscal year, only the meetings from the date of

appointment are calculated.

Functioning

It meets as often as considered appropriate for the

sound performance of its duties and the meetings

are convened by the Chair of the Committee, either

on his/her own initiative, or when requested by 2

members of the Committee.

The Committee is validly constituted when the

majority of its members are present, and decisions

are made by a majority of the attending members.

The Company shall ensure that the Risks Committee

is able to fully discharge its functions by having

unhindered access to the information concerning

the Company's risk position and, if necessary,

specialist outside expertise, including external

auditors and regulators. The Risks Committee may

request the attendance of persons from within the

organisation whose work is related to its functions,

and it may obtain all necessary advice for it to form

an opinion on the matters that fall within its remit.

The committee’s Chairman reports to the Board on

the activities and work performed by the

committee, doing so at meetings specifically

arranged for that purpose or at the immediately

following meeting when the Chairman deems this

necessary.

Its duties include:

> Advising the Board of Directors on the overall

susceptibility to risk, current and future, of the

Company and its strategy in this area, reporting

on the risk appetite framework, assisting in the

monitoring of the implementation of this

strategy, ensuring that the Group’s actions are

consistent with the level of risk tolerance

previously decided and implementing the

monitoring of the appropriateness of the risks

assumed and the profile established.

> Proposing to the Board the Group's risk policy.

> Ensuring that the pricing policy of the assets

and liabilities offered to customers fully

considers the Company's business model and

risk strategy.

> Working with the Board of Directors to

determine the nature, quantity, format and

frequency of the information concerning risks

that the Board should receive and establishing

the information that the Committee should

receive.

> Regularly review exposures with its main

customers and business sectors, as well as

broken down by geographic area and type of

risk.

> Examining risk reporting and control processes,

as well as its information systems and

indicators.

> Overseeing the effectiveness of the risk control

and management function.

> Appraising and making decisions in relation to

regulatory compliance risk within the scope of

its remit, broadly meaning the risk

management of legal or regulatory sanctions,

financial loss, material or reputational damage

that the Company could sustain as a result of

non-compliance with laws, rules, regulations,

standards and codes of conduct, detecting and

monitoring any risk of non-compliance and

examining possible deficiencies.

> Overseeing the effectiveness of the regulatory

compliance function.

> Reporting on new products and services or

significant changes to existing ones.

> Cooperating with the Remuneration Committee

to establish rational remuneration policies and

practices. Examining if the incentive policy

anticipated in the remuneration systems take

into account the risk, capital, liquidity and the

probability and timing of the benefits, among

other things.

> Assisting the Board of Directors in setting up

effective reporting channels, ensuring the

allocation of suitable resources the risk

management and for the approval and periodic

review of the strategies and policies with regard

to risk assumption, management, supervision

and reduction.

> Any others attributed to it by the law, the By-

laws, the Regulations of the Board and other

regulations applicable to the Company.

In December 2024, the Committee approved its

annual activity report and the assessment of its

operation for the corresponding year.

Activities during the year

During the 2024 financial year, in compliance with

its basic functions established in the By-laws and in

the Board of Directors' Regulations and within the

risk management framework, the Committee

reviewed and continuously monitored the strategic

risk processes, consisting of the Risk Assessment,

the Corporate Risk Catalogue and the Risk Appetite

Framework (RAF).

The Commission has reviewed the Risk Assessment

process, and to this effect has reported favorably to

the Board.

It has also reported favorably to the Board on the

approval of the update of the Corporate Risk

Catalogue.

And finally, with regard to the RAF, it has received

quarterly recurring information on the monitoring

of level 1 metrics as well as level 2 metrics that

exceed its reference threshold.

The Committee has received regularly, systematic

information through the Risk Dashboard, which is

used by the Global Risk Committee and

encompasses a holistic view of risks coordinated by

the risk management function.

The Committee has proposed the approval of the

group's risk policies to the Board, which includes

monitoring the planning, reviewing the status of

general risk management policies, and the annual

approval of CaixaBank's group risk policies. In

addition, a number of monographs have been

presented with the aim of analysing various risks in

detail.

It also supervised the CaixaBank Group's capital

adequacy (ICAAP) and liquidity (ILAAP) processes,

which are the sum of different integrated processes

in risk and capital management, the ORSA of the

subsidiary VidaCaixa.

The Recovery Plan has been kept up to date to

ensure the continuity of the business from a

financial point of view in extreme conditions and

whose final objective is to include the measures

available and the Company's capacity to recover

capital and liquidity in situations of stress.

The Committee has been informed of the Risk

Management Function Activity Plan 2024, as well as

the Annual Report of Activities of the Risk

Management Function of the CaixaBank Group

2023. It has also been informed of the monitoring of

the supervisory activity related to the risk

management function.

The Committee monitored the regulatory

compliance function through the Compliance Plan

together with the Annual Compliance Report. It has

been informed of the strategic lines of the

Compliance Plan. It regularly followed the

requirements of supervisors and regulators, as well

as inspection and supervisory actions, and received

recurrent information on the Anti-Money

Laundering and Terrorist Funding and sanctions

system, on market abuse, the consultation channel

and the whistle-blowing channel, among others.

Finally, it has been informed of the AENOR

certifications in the different areas of the Regulatory

Compliance function.

a

Remuneration Committee

Articles 40 and 15 of the By-laws and Regulations of the Board and applicable legislation describe the organisation and operation of the

Remuneration Committee.

Number of members

The Committee is composed of five members, four

of whom (Eva Castillo, Joaquín Ayuso, Cristina

Garmendia and Koro Usarraga) are considered

independent directors and one (José Serna) is

considered a proprietary director.

Composition

Member	Position	Category
Eva Castillo	Chairwoman	Independent
Joaquín Ayuso	Vocal	Independent
Cristina Garmendia	Vocal	Independent
José Serna	Vocal	Proprietary
Koro Usarraga	Vocal	Independent

The Remuneration Committee comprises a number

of non-executive directors determined by the

Board, with a minimum of 3 and a maximum of 5

members. A majority of its members must be

independent directors. The committee's Chairman

is appointed from among the independent directors

who sit on the committee.

Distribution of the committee

members by category

(% of total committee members)

% of proprietary Directors	20.00
% of independent Directors	80.00

Number of sessions (C.1.25)

During the financial year 2024, the Committee met

in 9 sessions, held exclusively by telematic means.

Average attendance at sessions

The attendance of members during 2024 was as

follows:

Member	No. meetings in 2024 1	% Attendance 2024
Eva Castillo	9/9	100
Joaquín Ayuso	9/9	100
Cristina Garmendia	9/9	100
José Serna	9/9	100
Koro Usarraga	9/9	100

1 This column only shows in-person and remote attendance by telematic means.

Regarding the number of meetings, when the Director has been appointed as a

member of the committee during the fiscal year, only the meetings from the date of

appointment are calculated.

Functioning

The Remuneration Committee is self-governing and

it may appoint a Chair and a Secretary. If no

Secretary is appointed, the Secretary of the Board

or any of the Deputy Secretaries of the Board shall

act as Committee Secretary.

It meets as often as considered appropriate for the

sound performance of its duties and the meetings

are convened by the Chair of the Committee, either

on his/her own initiative, or when requested by 2

members of the Committee. The Committee must

also meet when the Board or its Chair requests that

a report be issued or a resolution carried.

The Committee is validly constituted when the

majority of its members are present, and decisions

are made by a majority of the attending members.

Its duties include:

> Drafting the resolutions related to

remuneration and, particularly, reporting and

proposing to the Board the remuneration

policy, the system and amount of annual

remuneration for directors and senior

management, as well as the individual

remuneration of the executive directors and

senior managers, and the conditions of their

contracts, without prejudice to the

competences of the Appointments and

Sustainability Committee in relation to any

conditions not related to remuneration.

> Ensuring compliance with the remuneration

policy for directors and Senior Managers and

reporting on the basic terms set out in the

contracts of those individuals and the

compliance thereof.

> Reporting and preparing the general

remuneration policy of the Company and in

particular the policies relating to the categories

of staff whose professional activities have a

significant impact on the risk profile of the

Company and those that are intended to

prevent or manage conflicts of interest with the

customers.

> Analysing, formulating and periodically

reviewing the remuneration programmes,

weighing up their adequacy and performance

and ensuring compliance.

> Proposing to the Board the approval of the

remuneration reports or policies that it is

required to submit to the Annual General

Meeting, as well as reporting to the Board on

any remuneration-related proposals the Board

may intend to lay before the General

Shareholders' Meeting.

> Ensuring that any conflicts of interest do not

impair the independence of the external advice

given to the Committee related to the exercise

of its functions.

> Considering any suggestions it receives from

the Company's Chairman, Board members,

executives and shareholders.

The Committee prepares an annual report on its

activities that highlights any incidents involving its

functions, which will serve as a basis, among other

things, for the evaluation of the Board. In addition,

when the relevant Committee deems it appropriate,

it will include in that report suggestions for

improvement.

Activities during the year

During the financial year 2024, in compliance with

its basic duties established in the By-laws and in the

Board of Directors' Regulations, the Committee

recurrently analysed matters such as annual

remuneration, salary policy, remuneration systems

and corporate governance. The committee also

discussed, scrutinised, and took decisions or issued

reports on the following matters that fall within its

core remit:

1. The remuneration of directors, senior

management and key function holders. System

and amount of annual remuneration.

2. The General Remuneration Policy and the

Remuneration Policy for the Identified Staff.

3. In relation to the analysis, formulation and

review of compensation programs, it was

informed of the Protocol for approval and

monitoring of the bonus pool, analysed the

proposal for a new variable compensation

scheme and was informed of the salary register

for 2023.

4. It reported favorably on the proposals to the

Board on Remuneration Reports and Policies to

be submitted to the General Shareholders'

Meeting. It also reported favorably on the draft

Annual Report on Directors' Remuneration for

the year 2023.

5. Finally, it was informed about the supervisor's

exercises with an impact on the area of

remuneration. The Committee was also

presented with a summary of the audits carried

out by the Internal Auditors in the staff area. 

Innovation, Technology and Digital Transformation Committee

Article 15 bis of the Regulations of the Board and the applicable regulations describe the organisation and operation of the Innovation,

Technology and Digital Transformation Committee.

Number of members

The Committee is composed of seven members, five

of whom (Francisco Javier Campo, Eva Castillo,

Cristina Garmendia, Peter Löscher and María

Amparo Moraleda) are considered independent

directors and two of whom (José Ignacio

Goirigolzarri and Gonzalo Gortazar) are considered

executive directors.

Composition1

Member	Position	Category
José Ignacio Goirigolzarri	Chairman	Executive
Gonzalo Gortazar	Vocal	Executive
Francisco Javier Campo	Vocal	Independent
Eva Castillo	Vocal	Independent
Cristina Garmendia	Vocal	Independent
Peter Löscher	Vocal	Independent
María Amparo Moraleda	Vocal	Independent

1 Note: On 30 October 2024, CaixaBank informed that the Chairman of the Board

of Directors, José Ignacio Goirigolzarri, had expressed his intention not to renew his

mandate at the next General Meeting and therefore submitted his resignation as

Executive Chairman and Director of CaixaBank, effective from 1 January 2025. It

was also reported that the Board of Directors, at the proposal of the Appointments

and Sustainability Committee, had agreed to appoint Tomás Muniesa as Chairman

of CaixaBank, also with effect from 1 January 2025, at which point the

chairmanship of the Bank will no longer have executive functions.

The Innovation, Technology and Digital

Transformation Committee will be formed of a

minimum of 3 and a maximum of 7 members. The

Chairman of the Board and the CEO will always sit

on the Committee. The other members are

appointed by the Board, on the recommendation of

the Appointments and Sustainability Committee,

paying close attention to the knowledge and

experience of candidates on the subjects that fall

within the Committee's remit.

The Innovation, Technology and Digital

Transformation Commitee is chaired by the

Chairman of the Board.

Distribution of the committee

members by category

(% of total committee members)

% of executive Directors	28.57
% of independent Directors	71.43

Number of sessions (C.1.25)

During the financial year 2024, the Committee met

in 4 sessions, held exclusively in person.

Average attendance at sessions

The attendance of members, in person or by proxy,

at the Committee's meetings during the year was as

follows:

Member	No. meetings in 20242	% Attendance 2024
José Ignacio Goirigolzarri	4/4	100
Gonzalo Gortazar	4/4	100
Francisco Javier Campo	3/4	75
Eva Castillo	4/4	100
Cristina Garmendia	4/4	100
Peter Löscher	3/4	75
María Amparo Moraleda	4/4	100

2 This column only shows in-person and remote attendance by telematic means.

Regarding the number of meetings, when the Director has been appointed as a

member of the committee during the fiscal year, only the meetings from the date of

appointment are calculated.

Functioning

It meets as often as considered appropriate for the

sound performance of its duties and the meetings

are convened by the Chair of the Committee, either

on his/her own initiative, or when requested by 2

members of the Committee. The Committee must

also meet when the Board or its Chair requests that

a report be issued or a resolution carried.

The Committee is validly constituted when the

majority of its members are present, and decisions

are made by a majority of the attending members.

Its duties include:

> Advising the Board on the implementation of

the strategic plan in aspects relating to digital

transformation and technological innovation

and, in particular, reporting on plans and

projects designed by CaixaBank in this field, as

well as any new business models, products,

customer relationships, and so on, that may be

developed.

> Fostering a climate of debate and reflection to

allow the Board to spot new business

opportunities emerging from technological

developments, as well as possible threats.

> Supporting the Board of Directors in identifying,

monitoring and analysing new competitors,

new business models, technological advances

and main trends and initiatives relating to

technological innovation, while studying those

factors that make certain innovations more

likely to succeed and increase their

transformation capacity.

> Supporting the Board of Directors in analysing

the impact of technological innovation on

market structure, the provision of financial

services and customer habits. Among others

aspects, the Committee shall analyse the

potential disruption of new technologies, the

possible regulatory implications of their

development, the impact in terms of

cybersecurity and matters relating to protection

of privacy and data usage.

> Stimulating discussion and debate on the

ethical and social implications deriving from the

use of new technologies within the banking and

insurance business.

> Where appropriate, supporting the Risks

Committee and the Board of Directors, within

their advisory functions, in carrying out the

duties attributed to the Risks Committee and

the Board in relation to the supervision of

technological risks and cyber-security aspects.

    Activities during the year

During fiscal year 2024, in compliance with its basic

functions established in the By-laws and in the

Regulations of the Board of Directors, the

Committee monitored the technological and

innovation strategies, with the aim of advising on

the implementation of the Strategic Plan in aspects

related to digital transformation and technological

innovation, and was informed of the main trends in

technological innovation and the initiatives of the

Group's Innovation and Digital Transformation Plan.

In addition, the Committee has been informed of

the progress in the implementation of the process

plan and the operating model of operations.

The main trends identified, new entrants and

changes in consumer habits have been presented to

the Committee.

The Committee monitored the Technological and

Cybersecurity Risk, analyzing the main technological

risks associated with financial activity and the

digitalization of customer habits.

The Committee was informed of the Data Now

project for the implementation of new ways of

working and governance to capture the value of

data, enhance the agility of processes and the

scalability of the use of new technologies in the

entity.

Audit and Control Committe

Articles 40 and 14 of the By-laws and Regulations of the Board of Directors and applicable legislation describe the organisation and operation of

the Audit and Control Committee.

Number of members

The Committee is composed of five members,

elected and appointed on the basis of their

knowledge, skills and experience in accounting,

auditing, financial and non-financial risk

management and such other areas as may be

appropriate for the overall performance of its

duties.

Composition

Member	Position	Category
Eduardo Javier Sanchiz	Chairman¹	Independent
Francisco Javier Campo	Vocal	Independent
Cristina Garmendia	Vocal	Independent
Teresa Santero	Vocal	Proprietary
José Serna	Vocal	Proprietary

1 Appointed Chairman on 31/03/2023

The Audit and Control Committee comprises

exclusively non-executive directors, in the number

determined by the Board, between a minimum of 3

and a maximum of 7 members. The majority of the

members of the Audit and Control Committee are

independent directors.

The Committee will appoint a Chairman from

among the independent directors. The Chairman

must be replaced every 4 years and may be re-

elected once a period of 1 year from his/her

departure has transpired.

The Chairman of the Committee acts as a

spokesperson at meetings of the Board, and, as the

case may be, at the Company's AGM. It may also

appoint a Secretary and may appoint a Deputy

Secretary. If no such appointments are made, the

Secretary to the Board will assume these roles.

The Board will ensure that members of the

Committee, particularly its Chairperson, have

sufficient knowledge and experience in accounting,

auditing or risk management, and in any other

areas required for the Committee to fulfil all its

duties.

Distribution of the committee

members by category

(% of total committee members)

% of proprietary Directors	40.00
% of independent Directors	60.00

Number of sessions (C.1.25)

During the financial year 2024, the Committee held

a total of 13 sessions. During the said year, no

sessions were held exclusively by telematic means.

Average attendance at sessions

The attendance of members during 2024 was as

follows:

Member	No. meetings in 2024¹	% Attendance 2024
Eduardo Javier Sanchiz	13/13	100
Francisco Javier Campo	13/13	100
Cristina Garmendia	13/13	100
Teresa Santero	13/13	100
José Serna	13/13	100

1 This column only shows in-person and remote attendance by telematic means.

Regarding the number of meetings, when the Director has been appointed as a

member of the committee during the fiscal year, only the meetings from the date of

appointment are calculated.

Functioning

The Committee meets quarterly as a regular

practice and, additionally, whenever necessary for

the performance of its functions, is convened by the

Committee's Chairman, either on their own initiative

or at the request of two members of the

Committee. To carry out its functions, the

Committee may access any information or

documentation held by the Company in an

appropriate, timely, and sufficient manner, and may

request: (i) the assistance and cooperation of the

members of the executive team or staff of the

Company; (ii) the assistance of the Company’s

auditors to address specific points on the agenda

for which they have been invited; and (iii) advice

from external experts when deemed necessary. The

Committee maintains an effective communication

channel with its stakeholders, which will normally

be the Chairman of the Committee with the

Company's management, particularly the financial

management; the head of internal audits; and the

main auditor responsible for account auditing.

The Committee is validly constituted when the

majority of its members are present, and decisions

are made by a majority of the attending members.

Its duties include:

> Report to the AGM about matters posed by

shareholders that are within the competence of

the Committee and, in particular, on the result

of the audit, explaining how this has

contributed to the integrity of the financial

information and the Committee's role in this

process.

> Supervise the process of preparing and

presenting the financial and non-financial

information of the Company and, if applicable,

the Group, ensuring compliance with regulatory

requirements, reviewing the accounts, ensuring

proper consolidation perimeter delineation,

and correct application of generally accepted

accounting principles.

> Ensure that the Board presents the annual

accounts and management report to the AGM

without limitations or qualifications in the audit

report and that, in the exceptional case of

qualifications, both the Chairman of the

Committee and the auditors clearly explain to

shareholders the content and scope of such

limitations or qualifications.

> Inform the Board of Directors in advance of the

financial information and the related non-

financial information that the Company must

periodically release to the markets and their

supervisory bodies.

> Oversee the effectiveness of internal control

systems, and discuss with the auditor any

weaknesses identified in the internal control

system during the audit, all without

jeopardising its independence. For such

purposes, and if appropriate, it may submit

recommendations or proposals to the Board

and the corresponding deadline for follow-up.

> Oversee the internal audit.

> Establish and supervise a mechanism that

allows the Company’s employees, or those of

the group it belongs to, to confidentially and, if

deemed appropriate, anonymously report

significant irregularities, especially financial and

accounting ones, that they observe within the

Company, receiving periodic updates on its

operation and proposing appropriate actions

for improvement and reducing the risk of

future irregularities.

> Supervise the effectiveness of risk management

and control systems, in coordination with the

Risks Committee, when necessary.

> Establish appropriate relationships with the

external auditor, evaluating and supervising

these relationships.

> Supervise compliance with regulations

regarding Related Party Transactions and

provide information to the Board or, if

applicable, to the AGM, on such transactions

beforehand.

The Committee prepares an annual report on its

activities that highlights any incidents involving its

functions, which will serve as a basis, among other

things, for the evaluation of the Board. In addition,

when the relevant Committee deems it appropriate,

it will include in that report suggestions for

improvement.

Activities during the year

During 2024, the Committee, in compliance with its

basic functions established in the Corporate By-laws

and the Board of Directors’ Regulations, supervised

the processes of preparing and presenting the

required financial and non-financial (sustainability)

information prior to its formulation by the Board of

Directors, dedicating time to the analysis and

implementation of the new European regulations

on sustainability.

The Audit Committee has supervised the

effectiveness of the Company’s internal control and

risk management systems, in coordination with the

Risks Committee.

The Committee has overseen the activities of the

Company’s Compliance function, particularly the

annual report of the function, which highlights the

key aspects of the year in relation to the Risk

Management Model and Control Environment.

Additionally, the Committee has supervised the

activities of the Internal Audit function, ensuring the

proper functioning of the information and internal

control systems, as well as their independence and

the appropriate risk orientation of its work plans.

The Committee has maintained constant and

smooth communication with the external auditor

and recommended the reappointment of

PricewaterhouseCoopers Auditores S.L. as the

auditor for the Company and its consolidated Group

for the 2025 financial year.

The Committee has been periodically informed

about updates in communication and regulatory

requirements, as well as meetings held by the

various supervisory bodies.

The Committee analysed the new Technical Guide

1/2024 from the CNMV on Audit Committees of

Public Interest Entities, which replaces the previous

text published in 2017, and studied the necessary

adaptations as Spain transposes the CSRD Directive

It has also included corporate governance rules

supervision in its planning.

Furthermore, the Committee has regularly received

updates from the tax department, which reported

on the most relevant fiscal matters regarding the

Company’s compliance with its tax obligations,

highlighting any tax updates and monitoring their

implementation where applicable.

More details on the activities involved in certain areas of action of the

Committee are provided below:

a) Supervision of financial information (C.1.28)

Among the responsibilities of the full Board is the specific supervision of the

disclosure process and communications related to the Company. Therefore, it is

the Board’s responsibility to manage and oversee, at the highest level, the

information provided to shareholders, institutional investors, and the markets in

general. In this context, the Board aims to protect and facilitate the exercise of

rights for shareholders, institutional investors, and the markets, while defending

the company's interest.

The Audit and Control Committee, as a specialised committee of the Board,

ensures the proper preparation of financial information, giving special attention

to this, along with non-financial information. Its functions include preventing any

qualifications in the external audit reports.

In this framework, the executives responsible for these areas have attended

almost all of the sessions held during 2024, which has allowed the Committee to

properly understand the process of preparing and presenting the required

financial information related to the Company and the Group, particularly in the

following aspects: (i) compliance with regulatory requirements; (ii) determination

of the consolidation perimeter; and (iii) application of accounting principles,

particularly with respect to valuation criteria and judgments and estimates.

Ordinarily, the Committee meets quarterly to review the required financial

information to be submitted to the authorities, as well as the information that

the Board must approve and include in its annual public documentation, with

the presence of the internal auditor and, if any review report is issued, the

external auditor. At least one annual meeting with the external auditor will take

place without the presence of the executive team, so that specific issues arising

from the audits can be discussed. Furthermore, during the 2024 financial year,

the external auditor held a meeting with the full Board of Directors to inform

them about the work carried out and the developments in the Company’s

accounting and risk situation.

The individual and consolidated annual accounts presented to the Board for

approval are not pre-certified. Nevertheless, it is noted that the process of the

Financial Information Internal Control System (SCIIF) for the financial statements

as of 31 December 2024, which form part of the annual accounts, is subject to

certification by the Director of Internal Control and Validation of the Company.

(C.1.27)

b) Monitoring the independence of the external auditor

To ensure compliance with applicable regulations, particularly with regard to the

Company's status as a Public Interest Entity, and the independence of the audit

work, the Company has a Policy on Relations with the External Auditor (updated

in 2023), which sets out the processes and principles governing the selection,

hiring, appointment, reappointment, and termination of the auditor, as well as

the framework for relations with the external auditor.

The external auditor will initially be appointed to a three-year period. The Policy

on Relations with the External Auditor stipulates that, after this initial period, the

auditor may be proposed for reappointment for annual periods until a

maximum period of ten years is reached, with the reference year for

reappointment being the calendar year following the AGM in which the

reappointment is agreed. After the maximum period of ten years, reappointment

will only be possible in exceptional cases as stipulated in the regulations.

To further safeguard the independence of the auditor, the Company's Statutes

stipulate that the General Shareholders' Meeting cannot dismiss the auditors

before the expiration of their appointment term unless there is just cause.

(C.1.30)

The Audit and Control Committee is responsible for establishing relations with

the auditor to receive information on any issues that could jeopardise its

independence, as well as any other matters related to the audit process. In any

case, the Committee must annually receive from the external auditors a

declaration of their independence in relation to the Group, along with

information on any additional services of any kind provided to the Group by the

external auditor or entities or individuals linked to them. Before the audit report

is issued, the Audit Committee will produce a report evaluating the auditor's

independence. This report will include an assessment of any additional services

provided by the auditor, beyond the statutory audit, both individually and

collectively, in relation to the independence rules or auditing regulations. (C.1.30)

7	7	28%	28%
Individual	Consolidated	Individual	Consolidated
Number of uninterrupted years of PWC as account auditor (C.1.34)		% of years audited by PWC out of the total years audited (C.1.34)

The audit firm performs other work for the Company and/or its group other than

the audit work:

(C.1.32)	CaixaBank	Subsidiaries	Group total
Amount of non-audit work (thousands of €)	1,437	202	1,639
% Amount of non-audit work / Amount of audit work	42%	6%	24%

Note: The indicated ratio (24%) has been determined for the preparation of the Annual Corporate Governance Report based on

the audit fees for the 2024 financial year. The regulatory ratio, determined based on Regulation (EU) No. 537/2014 of the

European Parliament and Council on the specific requirements for the statutory audit of public interest entities in Article 4 (2),

calculated based on the average of the audit fees for the previous three financial years, amounts to 25% (see Note 37 of the

consolidated annual accounts).

In the framework of the Policy on Relations with the External Auditor, and in

accordance with the Technical Guidelines on Audit Committees of Public Interest

Entities issued by the CNMV, an annual evaluation of the quality and

independence of the external auditor is communicated to the Audit and Control

Committee. This evaluation is coordinated by the Accounting, Management

Control, and Capital Department and covers the development of the external

audit process, including: (i) compliance with the requirements for independence,

objectivity, professional competence, and quality; and (ii) the adequacy of the

audit fees in relation to the assignment. Based on this, the Committee has

proposed to the Board, and the Board to the AGM, that PwC Auditores, S.L. be

reappointed as the Company’s external auditor and the auditor for its

consolidated Group for the 2025 financial year. (C.1.31)

The audit report for the previous financial year's annual accounts contains no

qualifications or reservations. (C.1.33)

Lastly, for the future implementation in Spanish law of EU Directive 2022/2464

on Corporate Sustainability Reporting (CSRD), the Company, as an entity subject

to this Directive, is evaluating the new principles that will govern the selection,

hiring, appointment, reappointment, and removal of the Verifier, as well as the

framework of relations between both parties.

c) Monitoring related-party transactions (D.1)

Unless otherwise stipulated by the law on the AGM, the Board has the authority

to approve, following a report from the Audit and Control Committee, the

transactions that the Company or its Group companies carry out with: (i)

directors; (ii) shareholders holding 10% or more of the voting rights, or

represented on the Board; or (iii) any other persons who should be considered

related parties under the International Accounting Standards, adopted in

accordance with Regulation (EC) 1606/2002.

For these purposes, the following will not be deemed Related Party Transactions:

transactions that are not classified as such by law, and, in particular: (i)

transactions conducted between the Company and its wholly-owned

subsidiaries, directly or indirectly; ii) transactions between the Company and its

subsidiaries or investee companies, provided that no other party related to the

Company has an interest in such subsidiaries or investee companies; (iii) the

subscription of a contract between the Company and any executive director or

senior management member, which governs the terms and conditions of their

executive functions, including the determination of specific amounts or

remuneration to be paid under this contract, which must be approved as

stipulated in this Regulation; (iv) transactions carried out based on measures to

safeguard the stability of the Company, taken by the

competent authority responsible for its prudential

supervision.

In transactions requiring approval by the Board, the

directors of the Company affected by the Related-

Party Transaction, or those representing or linked to

the shareholders affected by the transaction, must

abstain from participating in the deliberation and

voting on the matter, as set forth by law.

In accordance with current regulations, the Board of

Directors has delegated the approval of the

following Related-Party Transactions:

a. Transactions between Group companies that

are made in the ordinary course of business

and on an arm's length basis;

b. Transactions made under contracts with

standardised terms applied to a large number

of clients, conducted at prices or rates generally

set by the provider of the good or service in

question, and whose value does not exceed

0.5% of the net turnover of the Company, or in

the case of transactions with shareholders

holding 10% or more of the voting rights or

represented on the Company’s Board of

Directors, which do not individually exceed

€5,000,000, nor, when aggregated with other

transactions made with the same counterparty

over the past twelve months, exceed 0.35% of

the net turnover of the Company.

For the approval of these transactions, the prior

report from the Audit and Control Committee is not

required; however, the Board of Directors will

establish an internal procedure for periodic

information and control, involving the Audit and

Control Committee. CaixaBank has a Protocol on

Related-Party Transactions (latest version February

2024) that outlines the internal procedure, which

includes, among other things, the semi-annual

reporting to the Audit and Control Committee of the

related-party transactions whose approval has been

delegated by the Board.

The granting by the Company of credits, loans, and

other forms of financing or guarantees to Directors,

or to persons related to them, will be subject, in

addition to the provisions of the Board’s

Regulations, to the regulations governing and

disciplining credit institutions and the guidelines of

the supervisor in this area.

The Company will publicly announce, no later than

the day of its execution, any Related-Party

Transactions carried out by the Company or its

Group companies, whose value reaches or exceeds

5% of the total asset items or 2.5% of the annual

turnover, as legally required. Furthermore, it will

report on Related-Party Transactions in the semi-

annual financial report, the annual corporate

governance report, and the annual accounts

memorandum, in the cases and with the scope

established by law.

The Company is not aware of any kind of

relationship (commercial, contractual, or familial)

between the holders of significant holdings.

Notwithstanding any potential commercial or

contractual relationships with CaixaBank, within the

ordinary course of business and on an arm's length

basis. To regulate the relationships between the "la

Caixa" Banking Foundation and CaixaBank and their

respective groups, and to avoid situations of conflict

of interest, the Internal Protocol of Relationships

(amended in October 2021) has been signed. The

main objectives of this Protocol are: (i) to manage

related-party transactions; (ii) to establish

mechanisms to prevent conflicts of interest; (iii) the

right of first refusal on Monte de Piedad; (iv) to

collaborate in CSR and Sustainability matters;(v) and

to regulate the information flow in order to comply

with periodic reporting obligations. The

aforementioned Protocol is available on the

corporate website, and its compliance is subject to

annual oversight by the Committee.

Notwithstanding the above, the Internal Protocol of

Relationships also sets out the general criteria for

conducting transactions or providing services on

market terms, as well as identifying the services that

the companies of the FBLC Group provide or may

provide to the CaixaBank Group companies, and

vice versa. The Protocol establishes the

circumstances and terms for approving

transactions. In general the Board of Directors is the

competent body for approving these transactions.

Under Clause 3.4 of the Protocol, specific operations

require the prior approval of CaixaBank's Board of

Directors, which must be preceded by a report from

the Audit Committee. This requirement extends to

the other signatories of the Protocol as well.

(A.5+D.6).

With regard to board members, articles 29 and 30

of the Board Regulations address the duty of non-

competition for Board members and the

management of conflict of interest situations,

respectively. (D.6)

Directors will only be exempt from complying with

the non-competition duty when it does not cause

irreparable harm to the Company. The director who

has obtained the exemption must comply with the

conditions set out in the exemption agreement and,

in any case, the obligation to abstain from

participating in deliberations and votes where there

is a conflict of interest.

Directors (directly or indirectly) have the general

obligation to avoid situations that could present a

conflict of interest for the Group, and if such

situations arise, they must report them to the Board

for inclusion in the annual accounts.

On the other hand, key personnel are subject to

certain obligations regarding direct or indirect

conflicts of interest under the Internal Conduct

Regulations in the securities market, and they must

act with freedom of judgment and loyalty to the

Company, its shareholders, and clients, abstaining

from intervening or influencing decision-making

that could affect persons or entities with whom

there are conflicts and informing the Compliance

Department of such conflicts.

Apart from what is detailed in Note 43 of the 2024

consolidated financial statements, no significant or

materially relevant transactions between the Group

and its related parties are known to have occurred

during the year. (D.2, D.3, D.4, D.5)

Senior Management

The Chief Executive Officer, the Management Committee, and the main

committees of the Company are responsible for the daily management, as well

as for implementing the decisions made by the Governance Bodies.

The Management Committee (C.1.14)

The Management Committee meets weekly to make decisions

regarding the development of the Annual Strategic and

Operational Plan, as well as those affecting the organisational

life of the Company.

Additionally, it approves, within its powers, structural changes,

appointments, spending lines, and business strategies.

3	Presence of Women in Senior Management as of 31.12.24 (excluding CEO)
20% of total

0.008%	Senior Management's Stake in the Company's Capital as of 31.12.24 (excluding CEO)

0.019%	The total shares from incentive plans pending delivery represent 0.019% of the total share capital

IÑAKI BADIOLA

Director of Corporate & Investment Banking

Education

Mr Badiola holds a degree in Economic and

Business Science from the Complutense University

of Madrid and a Master's in Business Administration

from IE Business School.

Work experience

His track record in the financial industry spans more

than 20 years and includes financial positions at

various companies operating in the following

sectors: technology (EDS), distribution (ALCAMPO),

public administration (GISA), transportation

(IFERCAT ) and real estate (Harmonia).

He has previously served as Executive Manager of

CIB and Corporate Manager of Structured Finance

and Institutional Banking.

LUIS JAVIER BLAS

Chief Operating Officer

Education

Law degree from the University of Alcalá. AMP

(Advanced Management Programme) from ESE

Business School (University of the Andes, Chile), as

well as other corporate management development

programmes at IESE and INSEAD.

Work experience

Before joining CaixaBank, he spent 20 years

building his professional career within the BBVA

group. He has also worked at the Accenture Group,

Abbey National Bank Spain, and Banco Central

Hispano at the start of his career.

Other current positions

He is currently a Director of CaixaBank Tech, S.L.U.

and a Director of SegurCaixa Adeslas, S.A. Insurance

and Reinsurance.

MATTHIAS BULACH

Head of Accounting, Mgmt Control and Capital

Education

He holds a degree in Economics from the University

of St. Gallen and a CEMS Management Master’s

from the Community of European Management

Schools, as well as a Master of Business

Administration (2004–2006) from IESE Business

School (University of Navarra).

Work experience

He joined "la Caixa" in 2006 as head of the

Economic Analysis Office, carrying out strategic

planning, analysing the banking and regulatory

system and providing support to the Chairman's

Office on the task of restructuring the financial

sector. Prior to his appointment as Executive

Director in 2016, he served as Corporate Manager

of Planning and Capital. Before joining the Group,

he was a Senior Associate at McKinsey & Company,

where he specialised in the financial sector and in

developing and deploying international projects.

He has been a Member of the Supervisory Board of

Erste Group Bank AG and a member of its Audit

Committee. He has also been a Director of

CaixaBank Asset Management SGIIC S.A. and

Chairman of its Audit and Control Committee.

Other current positions

He is a Director of CaixaBank Payments &

Consumer and BuildingCenter S.A.

ÓSCAR CALDERÓN

Board Secretary and General Council

Education

Mr Calderón holds a degree in Law from the

University of Barcelona and is a qualified state

attorney.

Work experience

He was a State Lawyer in Catalonia (1999-2003).

Lawyer to the General Secretary's Office of ”la Caixa”

Caja de Ahorros y Pensiones de Barcelona (2004)

and Deputy Secretary to the Board of Directors of

Inmobiliaria Colonial, S.A. (2005-2006), in addition to

Secretary of the Board of Banco de Valencia (from

March to July 2013) and Deputy Secretary of the

Board of Directors of ”la Caixa” Caja de Ahorros y

Pensiones de Barcelona until June 2014. He was

also a Trustee and Deputy Secretary of the ”la Caixa”

Foundation until its dissolution in 2014, as well as

Secretary to the Board of Trustees of the “la Caixa”

Banking Foundation until October 2017.

Other current positions

He is currently trustee and Secretary to the Board of

Trustees of Fundación del Museo de Arte

Contemporáneo de Barcelona (MACBA). He is also

Secretary of the Fundación de Economía Aplicada

(FEDEA) and of the Board of Trustees of the

Fundación CaixaBank Dualiza.

MANUEL GALARZA

Head of Control, Compliance and Public Affairs

Education

He holds a degree in Economics and Business

Administration from the University of Valencia,

where he received an Extraordinary Degree Award.

Additionally, he has completed the Senior

Management Programme at ESADE and the

Advanced Management Programme at Harvard

Business School (2024). He is a member of the

Official Register of Auditors.

Work experience

Starting in January 2011, he held various leadership

positions at Bankia, and was a member of the

Management Committee at Bankia from January

2019 until it merged with CaixaBank.

He has been an adviser to listed and unlisted

companies, including Iberia, Realia, Metrovacesa,

NH, Deoleo, Globalvía and Caser.

DAVID LÓPEZ

Chief People Officer

Education

He holds an undergraduate degree in Economics

and Business Studies from the University of Las

Palmas de Gran Canaria. He has worked at both

local and multinational companies, where his time

at Arthur Andersen stands out.

Work experience

In 2001, he joined La Caja de Canarias as the

Director of Human Resources and Systems. The

following year, he was named Deputy General

Manager and Commercial Director of La Caja Insular

de Ahorros de Canarias. In 2011, once La Caja

Insular joined Bankia, he was named Deputy

Commercial Director and, subsequently,

Commercial Director for the Canary Islands.

Between 2012 and 2015, he was Regional Manager

of the Canary Islands and, starting in July 2015,

Regional Manager of Southwestern Madrid.

In January 2019 he was appointed Deputy General

Director of People and Culture at Bankia, as well as

a member of its Management Committee.

In March 2021, he was appointed Deputy Human

Resources Director at CaixaBank.

In January 2022, he was appointed Human

Resources Director at CaixaBank.

Other current positions

Since March 2019 he has been the Chairman of the

Labor Relations Committee at CECA.

MARÍA LUISA MARTÍNEZ

Head of Communications and Institutional

Relations

Education

Ms Martínez holds a degree in Modern History from

the University of Barcelona and in Information

Sciences from Autonomous University of Barcelona.

She has also completed the Senior Management

Program (PADE) at IESE Business School.

Work experience

She joined "la Caixa" in 2001 to head up media

relations. In 2008 she was appointed Head of

Communication with responsibility for corporate

communication and institutional management with

the media. In 2014, she was appointed Corporate

Director of Communication, Institutional Relations,

Brand, and CSR at CaixaBank, and in 2016, she was

made Executive Director (as well as a member of

the Executive Committee since May 2016),

responsible for the same areas. In April 2021, she

was appointed Head of Communications and

Institutional Relations.

Through February 2024, she was the Chairwoman of

Dircom Catalonia. Until May 2022, she served as

Chairwoman of Autocontrol (a leading body in

advertising self-regulation in Spain).

Other current positions

She is also Chairwoman of Dircom Cataluña, a Vocal

of the National Dircom Board, Deputy Chairwoman

of Corporate Excellence, and a Vocal of the

Executive Board of Foment del Treball.

JAUME MASANA

Head of Retail, Private and Business Banking

Education

He has a degree in Business and a Master's in

Business Administration from ESADE, and a

Master's in CEMS, Community of European

Management Schools, from the Università

Commerciale Luigi Bocconi (Milan, Italy). He also

completed the International Management Program

at Stern - New York University (Graduate School of

Business Administration).

Work experience

Before joining CaixaBank, he worked in Catalunya

Caixa (2010-2013), Caixa Catalunya (2008-2010) and

Caixa Manresa (1996-2008).

He has also worked in private equity at Granville

Holdings PLC and in treasury at JP Morgan. He has

taught international finance and investment

banking at the ESADE Business School in Barcelona.

He joined CaixaBank in 2013 and was the Regional

Director of Catalonia from 2013 to 2022.

Other current positions

He is a director of CaixaBank Payments &

Consumer. He is also a director of SegurCaixa

Adeslas, S.A. (Insurance and Reinsurance) and

Chairman of Imaginersgen, S.A.

JORDI MONDÉJAR

Head of Risk

Education

He holds a degree in Economics and Business from

the University of Barcelona. He is a member of the

Official Registry of Account Auditors.

Work experience

He worked at Arthur Andersen from 1991 through

to 2000, where he specialised in financial audits at

financial institutions and other regulated entities.

He joined "la Caixa" in 2000 and was Executive

Director of Intervention, Management Control, and

Capital before being appointed Head of Risk in

2016.

Other current positions

Non-executive Chairman of BuildingCenter, S.A.

JORDI NICOLAU

Head of Payments and Consumer

Education

He holds a Bachelor's Degree in Economics and

Business Administration from the University of

Barcelona and a Master's Degree in Business

Administration (MBA) from the Universitat Pompeu

Fabra. He has also completed the Managerial

Development Programme (PDD) at IESE, the

postgraduate course "Leadership and Commitment"

at ESADE, the Master's Degree in Advanced Studies

(DEA) Third Degree at the University of Girona, and

the "Leadership Excellence through Awareness and

Practice Programme" (LEAP) at INSEAD.

Work experience

He joined CaixaBank in 1995 and held several posts

in the commercial network. Following this, he was

also Deputy Director and Executive Director of the

Catalonia region, Director of the Barcelona region

and Director of Retail-Customer Experience & Día a

Día.

Other current positions

CEO of CaixaBank Payments & Consumer.

Mr Nicolau is also a director at CaixaBank Tech and

ImaginersGen. He is also Chairman of the Board of

Telefónica Consumer Finance and of Telefónica

Renting, and Director of Comercia Global Payments.

JAVIER PANO

Chief Financial Officer

Education

Mr Pano holds a degree in Business Sciences and a

Master of Business Administration from the ESADE

Business School.

Work experience

Since July 2014, he has been the CFO of CaixaBank,

overseeing the Markets, ALM, and Investor Relations

departments. He is also the Chairman of the ALCO

Committee and is responsible for managing liquidity

and wholesale funding. He had previously held

senior positions in Capital Markets.

Before joining "la Caixa" in 1993, he held various key

positions at different companies.

Other current positions

He is a member of the Board of Directors and a

member of the Risks Committee, Appointments,

Evaluation, and Remuneration Committee of BPI,

S.A., and Deputy Chairman of the Board of Directors

and a member of the Appointments Committee of

Cecabank, S.A.

MARISA RETAMOSA

Head of Internal Audit

Education

Ms Retamosa holds a Degree in Computer Science

from the Polytechnic University of Catalonia. She is

CISA (Certified Information System Auditor) and

CISM (Certified Information Security Manager)

certified by ISACA.

Work experience

She has been the Corporate Director of Resource

Security and Governance at CaixaBank, and before

that, the Director of Computer Security and Control

of the Computer Services Department. She has also

served as Head of the Resource Audit Division.

She joined “la Caixa ” in 2000. Prior to that, she

worked at Arthur Andersen (1995-2000), where she

performed system and process audit and risk

consulting activities.

EUGENIO SOLLA

Chief Sustainability Officer

Education

He holds an undergraduate degree in Business

Administration and Management from the College

of Financial Studies (CUNEF), a master's degree in

Credit Institution Management from the UNED and

an Executive MBA from IESE.

Work experience

In 2004, he joined Caja de Ahorros de Ávila until

2009, when he began his role as Integration

Coordinator at Bankia. In 2011, he took his place in

the Cabinet of the Chairman of Bankia as a director

of Strategic Coordination and Market Analysis

Coordination before becoming Cabinet Director one

year later. Between 2013 and 2015, he was named

Corporate Director of Marketing of the company

and, in July 2015, Regional Corporate Director of

Northern Madrid.

He was Deputy General Director of Retail Banking

and a member of the Management Committee at

Bankia from January 2019 until joining CaixaBank.

Other current positions

Deputy Chairman of the CaixaBank Dualiza

Foundation, Director of CaixaBank Asset

Management, and since January 2023, Trustee of

the “Fundación Seres, Sociedad y Empresa

Responsable” and, since June 2024, Chairman of

SpainNAB.

JAVIER VALLE

Head of Insurance

Education

Mr Valle holds a degree in Business Studies and a

Master's in Business Administration from ESADE

Business School. Community of European

Management Schools (CEMS) at HEC Paris.

Work experience

He previously worked as the Managing Director of

Bansabadell Vida, Bansabadell Seguros Generales

and Bansabadell Pensiones, and he was also the

CEO of Zurich Vida. He was CFO of the Group Zúrich

in Spain and Director of Investments for Spain and

Latin America.

Other current positions

He is a director and General Director of VidaCaixa.

He is Deputy Chairman, a member of the Executive

Committee, and the Board of Directors of Unespa,

and a director of ICEA.

He is also a Director of CaixaBank Tech and a Vocal

of the Executive Board of Esade Alumni.

Additionally, he is Deputy Chairman of the

Conference of European Bancassurers.

And a Vocal of the Advisory Board of the Insurance

and Pension Funds Directorate-General.

MARIONA VICENS

Head of Digital Transformation and Advanced

Analytics

Education

She graduated as Industrial Engineer from the

Polytechnic University of Catalonia and holds an

MBA from the Kellogg School of Management of

Northwestern University.

Work experience

She initiated her career at McKinsey & Co as

Associate Principal, working in the financial and

pharmaceutical sectors.

Before joining CaixaBank, she worked in the areas

of Business Strategy and Development at Novartis,

obtaining international experience in China and

Switzerland.

She joined CaixaBank in 2012 as Director of

Innovation and has been Director of Innovation and

Digital Transformation since 2018.

Other current positions

She is a director of CaixaBank Tech, S.L.U.,

Imaginersgen, S.A., and CaixaBank Payments &

Consumer, E.F.C. E.P., S.A. 

She is also the Chairwoman of CaixaBank Advanced

Business Analytics, S.A.U.

Remuneration

CaixaBank establishes the Remuneration Policy for its Directors based on its

general remuneration principles, aiming for a market positioning that attracts

and retains the talent necessary to drive behaviours that ensure the generation

and sustainability of long-term value.

Market practices are periodically analysed through salary surveys and specific ad

hoc studies conducted by top-level specialised firms, with reference samples

from European financial sector entities and IBEX 35 companies comparable to

CaixaBank. Similarly, for certain issues, the company relies on advice from

outside experts.

The modification of the Remuneration Policy for the Board, related to the

remuneration of Directors, was submitted by the Board for a binding vote at the

AGM on March 22, 2024, and received 76.49% approval. Regarding the

consultative vote on the Annual Remuneration Report for the previous financial

year, it received 76.56% approval. Both results were influenced by the vote

against in the first case and the abstention in the second case by the same

significant shareholder, who holds 17.32% of the capital.

The nature of the remuneration received by the members of the Company's

Board is described below:

(C.1.13)

10,441	remuneration of the Board of Directors accrued in 2024¹ (thousands of €)

4,539	amount of funds accumulated by current directors in long-term savings systems with consolidated economic rights (thousands of €)

4,392	amount of funds accumulated by current directors in long-term savings systems with non-consolidated economic rights (thousands of €)

0	amount of funds accumulated by former directors in long-term savings systems (thousands of €)

No information is provided on the pension rights of former directors, as the company does not maintain any pension-related commitments (either contribution or benefit) for these former executive directors. (C.1.13).

1 The remuneration of the directors for financial year 2024, reported in this section, takes into account the following changes in the composition of the Board and its Committees during the year:

During financial year 2024, the Ordinary Annual General Meeting held on March 22 approved the re-election of María Verónica Fisas (independent director) as a member of the Board of Directors. And, following the Ordinary General Meeting, the Board of Directors

agreed to re-appoint Ms Fisas as a vocal of the Risks Committee. At the close of the 2024 financial year, the Board of Directors is composed of 15 members, with the Chairman and the Chief Executive Officer being the only members with executive functions.

The remuneration of the directors has been prepared in accordance with the instructions of CNMV Circular 4/2013. As a result, there are differences with the remuneration note in the Annual Accounts, which have been determined based on the accruals principle. In

contrast to the information detailed here, the directors' remuneration in the annual accounts includes: (i) contributions to the long-term savings system (although these contributions are not consolidated); (ii) Remuneration received for serving on boards representing

the Company outside the Consolidated Group (€22,000). and the variable remuneration accrued during the year, irrespective of its deferral.

a

> DIRECTORS

The By-laws state that the remuneration of CaixaBank directors must consist of a

fixed annual amount subject to a maximum limit or cap to be determined at the

AGM. This maximum amount will remain in force until the AGM agrees to change

it. Therefore, the remuneration of directors acting in their capacity as such

comprises fixed components only.

Non-executive directors (those with no executive duties) have a merely organic

relationship with CaixaBank and as a result, they do not have contracts with it for

the exercise of their duties, nor do they receive any type of payment at the

conclusion of their term as directors.

> EXECUTIVE POSITIONS (APPLICABLE TO THE CHAIRMAN AND THE CEO)

In relation to members of the Board with executive functions, the By-laws

recognise a remuneration for their executive duties in addition to their position

as directors.

Therefore, the remuneration components for those duties are structured

accordingly in light of the prevailing economic climate and the Company's

earnings and results, and include the following:

> Fixed remuneration according to the employee’s level of responsibility and

professional career, constituting a significant part of the total compensation.

> A variable remuneration linked to the achievement of previously established

annual and long-term corporate objectives, as well as prudent risk

management.

> Company benefits.

The nature of the components accrued in 2024 by the Executive Directors is

described below:

Fixed component

The Executive Directors' fixed remuneration is determined mostly by their level

of responsibility and experience, combined with a market approach based on

salary surveys and specific ad hoc studies. The salary surveys and specific ad hoc

studies in which CaixaBank participates are conducted by top-level specialised

firms, with the reference sample being comparable European financial sector

entities and IBEX 35 companies comparable to CaixaBank.

Variable component

Variable remuneration scheme with multi-year metrics

The Executive Directors have a recognised variable remuneration scheme that is

risk-adjusted, based on performance measurement. This is granted annually

based on annual metrics, with a long-term adjustment through the

establishment of multi-year metrics.

This package is based solely on meeting corporate targets. Performance is

measured and the results are evaluated using annual factors, with quantitative

(financial) and qualitative (non-financial) criteria, and multi-year factors adjust, as

a reduction mechanism, the payment of the deferred portion, subject to multi-

year factors.

In line with the goal of maintaining a reasonable and prudent balance between

fixed and variable components of remuneration, the fixed remuneration

amounts for Executive Directors are sufficient. The percentage of variable

remuneration with multi-year metrics over the annual fixed remuneration,

considering both short-term and long-term variable components, does not

exceed 100%.

In keeping with our responsible management model,

30% of the annual variable remuneration granted to the

Chairman and Chief Executive Officer is linked to ESG

factors, such as Quality, Conduct and Compliance

challenges, and the Mobilisation of Sustainable Finance.

Likewise, in the adjustment with multi-year metrics of

this variable remuneration, 25% is linked to the

challenge of Mobilising long-term sustainable finances.

These factors are also included in determining and

adjusting the variable remuneration for the members of

the Management Committee and the rest of the

Identified Staff. From the 2024 financial year onwards,

these ESG factors have also been included in the

determination of the variable remuneration for the

entire CaixaBank workforce.

> METRICS OF ANNUAL FACTORS

The corporate challenges, with a weighting of 100%, are set annually by the

Board at the suggestion of the Remuneration Committee, with a degree of

achievement in the range of 80% - 120%, and whose determination is based on

the following items related with the strategic objectives:

Objectifiable Item	Weighting	Strategic Line
ROTE (Return on Tangible Equity)	20%	Growth of the Business, developing the best value proposition for our customers
Recurring cost-to-income ratio	15%	Growth of the Business, developing the best value proposition for our customers
Change in non-performing assets	10%	Growth of the Business, developing the best value proposition for our customers
RAF (Risk Appetite Framework)	20%	Growth of the Business, developing the best value proposition for our customers
Quality	15%	Operate with an efficient service model that is maximally tailored to customer preferences
Market share	10%	Growth of the Business, developing the best value proposition for our customers
Sustainability (mobilisation of sustainable finance)	10%	Sustainability – leaders in Europe

A negative adjustment of 5% is included should a certain number of high and

medium criticality compliance gaps older than 6 and 12 months, respectively, be

exceeded at year-end 2024.

> METRICS FOR MULTI-YEAR FACTORS

Associated with the multi-year metrics will be scales on the degree of

compliance, such that if the targets set for each one of them over the three-year

measurement period are not met, they may reduce the deferred portion of the

variable remuneration pending payment, but never increase it.

Objectifiable Item	Weighting	Strategic Line
CET1	25%	Growth of the Business, developing the best value proposition for our customers
TSR (Average of the index EUROSTOXX Banks - Gross Return)	25%	Growth of the Business, developing the best value proposition for our customers
Multi-year ROTE	25%	Growth of the Business, developing the best value proposition for our customers
Sustainability (mobilisation of sustainable finance)	25%	Sustainability – leaders in Europe

Contributions to long-term saving systems

Furthermore, both the Chairman and the Chief Executive Officer have agreed in

their contracts on predefined contributions and coverage for pension and

savings schemes.

15% of the contributions paid to complementary pension schemes will be

considered an on-target amount (while the remaining 85% is treated as a fixed

component). This amount is determined following the same principles as those

established for the variable remuneration scheme, determined solely by annual

parameters, and is the result of a payment to a Discretionary Pension Benefits

Policy.

14,926	Total remuneration of senior management (excluding executive directors) in 2024¹ (thousands of €) (C.1.14)

1 This amount includes fixed remuneration, benefits in kind, premiums for pension insurance, discretionary pension benefits, and

other long-term benefits assigned to members of Senior Management. This amount does not include remuneration for their

representation of the Entity on the Boards of Directors of listed companies and other entities with representation, both within

and outside the Group (€1,535 thousand).

For information on agreements between the company and its directors,

managers, or employees concerning compensation, guarantees, or golden

parachute clauses, refer to the table below (C.1.39):

C.1.39

Number of beneficiaries: 30 Type of beneficiary: CEO and 2 members of the Management Committee, 4 executive officers // 23 middle managers Description of resolution: Chief Executive Officer: One year of the fixed components of his remuneration. Management Committee members: indemnity clause equivalent to one annual payment of the fixed components of their remuneration, or the amount payable by law, whichever is higher. There are currently 2 committee members for whom the indemnity to which they are legally entitled remain less than 1 year of their salary. Further, the Chief Executive Officer and the members of the Management Committee are entitled to one annual payment of their fixed remuneration, payable in monthly instalments, as consideration for their non-compete undertaking. This payment would be discontinued were this covenant to be breached. Executive officers and middle managers: 27 executives and middle managers: between 0, 1 and 2 annual payments of the fixed remuneration components above that established by legal obligation. Executives and middle managers of Group companies are included in the calculation.

These clauses are authorised by the Board of Directors and are not disclosed at the AGM.