(ENG) Informe de Gestión Consolidado 2025

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 this promotes management excellence that results in greater value

contribution to the company and therefore to 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 (ARRD), which is prepared and

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

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

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

website (www.caixabank.com).

CaixaBank's Corporate Governance Policy is based on the Company’s corporate

values, as well as on good corporate governance practices, notably the

recommendations of the Code of Good Governance of Listed Companies

approved by the CNMV in 2015 and updated in 2020. This policy establishes the

principles of action governing the Company’s corporate governance and its text

was reviewed in June 2025.

01. Competences and

self-organisation in an

efficient manner of the

Board of Directors

10. Transparency of

information covering both

financial and non-financial

information

02. Diversity and

balance in the

composition of the

Board of Directors

09. Achievement of

corporate interest

through the acceptance

and updating of best

governance practices

03. Professionalism for the

proper fulfilment of the

duties of the members of

the Board of Directors

CORPORATE

GOVERNANCE

PRINCIPLES AND

PRACTICES

08. Regulatory

compliance as the

guiding principle for

everyone who forms

part of CaixaBank

04. Balanced

remuneration aimed at

attracting and retaining the

appropriate profile of

members of the Board of

Directors

07. Prevention, identification

and proper handling of

conflicts of interest, in

particular with regard to

related party transactions,

considering intragroup

relations

05. Commitment to ethical and

sustainable action

06. Protection

and promotion

of shareholders'

rights


	Maximum rating obtained in the certification of Good Corporate Governance, which recognises that CaixaBank has implemented the best good governance practices.

GOOD GOVERNANCE BEST PRACTICES (G)

Of the 64 recommendations contained in the Code of Good Governance, excluding one that does not apply, CaixaBank is

fully compliant with 58 and partially compliant with five. The following list shows the recommendations with which

CaixaBank is partially compliant and the reasons for this:

_THE COMPANY IS PARTIALLY COMPLIANT WITH THE FOLLOWING RECOMMENDATIONS:

RECOMMENDATION 5

On the delegation of powers to issue shares and

convertible securities without pre-emptive

subscription rights, in that the maximum limit is

complied with in relation to the increase in capital

and, with respect to the issue of convertible

securities, the 20 % limit stipulated in Article 511 of

the Spanish Capital Companies Act is not

applicable to issues by credit institutions that are

considered additional tier 1 capital instruments

(AT1), in compliance with the provisions of

Regulation (EU) 575/2013 in accordance with the

Fifteenth Additional Provision of the Spanish

Capital Companies Act.

The resolutions adopted by the General Meeting of

Shareholders held on 22 March 2024 allow for the

delegation of the powers to issue bonds

convertible into shares in accordance with the

Fifteenth Additional Provision of the Spanish

Capital Companies Act, whereby the 20 % limit

does not apply.

RECOMMENDATION 10

The Regulations of CaixaBank's General Meeting of

Shareholders 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

Proxies for voting at Board meetings in the event of

inability to attend may be granted with or without

specific instructions according to the preference

of each director. The freedom to grant proxies with

or without specific instructions is considered by

the Company to be good corporate governance

practice and, in particular, the absence of

instructions, facilitating the proxyholder's position

to follow the tenor of the debate.

RECOMMENDATION 36

For the financial year 2025, the Board of Directors

conducted an internal self-assessment of its

performance, having decided not to engage the

services of an external advisor, on the grounds

that, given the partial renewal of the board and

the relatively short period for which the current

board had been in place following the changes

approved at the 2025 Annual General Meeting of

Shareholders, it was considered more appropriate

and reasonable to postpone the involvement of

an external expert until the next self-assessment

exercise.

RECOMMENDATION 64

Payments for termination or expiry of the Chief

Executive Officer's contract, including severance

pay in the event of termination or expiry of the

relationship in certain cases and the post-

contractual non-compete agreement, do not

exceed the amount equivalent to two years of

total annual remuneration. In addition, CaixaBank

has recognised a social security supplement for

the Chief Executive Officer to cover the

contingencies of retirement, death and total

permanent disability, absolute permanent

disability 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

Chief Executive Officer is entitled to receive a

retirement benefit when he/she reaches the

legally established retirement age. This benefit will

be the result of the sum of the contributions made

by CaixaBank and their corresponding returns up

to that date, provided that he/she is not dismissed

for just cause, and without prejudice to the

applicable treatment of discretionary pension

benefits in accordance with the remuneration

regulations applicable to credit institutions. With

the termination of the Chief Executive Officer's

contract, the contributions would be consolidated

(except in the event of termination for just cause

attributable to the Chief Executive Officer), 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 schemes

is not to indemnify or compensate for the loss of

rights to the assumption of non-competition

obligations, as they are configured as a saving

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 non-competition, it grows over

time and is not set in absolute terms.

Therefore, the Company would only be in breach

of 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.

Moreover, it is considered

that Recommendation 2

does not apply , as

CaixaBank is not a

company controlled by

another entity, listed or

otherwise, in the sense of

Article 42 of the

Commercial Code. (D.7)

CHANGES IN THE COMPOSITION OF THE BOARD AND ITS COMMITTEES IN FINANCIAL YEAR 2025

On 1 January 2025, Tomás Muniesa became

Chairman of the CaixaBank Board of Directors, with

no executive functions. Subsequently, on 27 March

2025, the Board of Directors appointed María

Amparo Moraleda, an independent director, as

Deputy Chairwoman of the Board.

In addition, CaixaBank's Annual General Meeting of

Shareholders held on 11 April 2025 approved the re-

election of Koro Usarraga (independent director),

Fernando María Ulrich (external director) and Teresa

Santero (proprietary director) as members of the

Board of Directors. The appointments of Rosa María

García (independent director), Luis Álvarez

(independent director), Bernardo Sánchez

(independent director), Pablo Arturo Forero (other

external director) and José María Méndez

(proprietary director) were also approved.

Furthermore, in relation to the composition of the

Board Committees, following the Annual General

Meeting of Shareholders, at the proposal of the

Appointments and Sustainability Committee, the

Board agreed on:

The incorporation of Cristina Garmendia as a new

member of the Executive Committee, as well as the

re-election of Koro Usarraga, following her re-

election as a director by the General Meeting of

Shareholders.

The incorporation of Rosa María García as a new

member of the Appointments and Sustainability

Committee. As well as the continuation of Fernando

María Ulrich in his position as a member of the

Committee, following his re-election as a director by

the General Meeting of Shareholders.

The incorporation of Bernardo Sánchez and José

María Méndez as new members of the Audit and

Control Committee. As well as the continuation of

Teresa Santero in her position as member of the

Committee, following her re-election as a director

by the General Meeting of Shareholders.

The incorporation of Rosa María García and Pablo

Arturo Forero as new members of the Risks

Committee. And, the continuation of Koro Usarraga

and Fernando María Ulrich as Chairwoman and

committee member, respectively, following their re-

election as directors by the General Meeting of

Shareholders.

The appointment of Cristina Garmendia as

Chairwoman of the Remuneration Committee.

Likewise, the appointment of Luis Álvarez, Pablo

Arturo Forero and José María Méndez as new

members of the Committee, and the continuation

of Koro Usarraga in her role as a member of the

Committee, following her re-election as a director

by the General Meeting of Shareholders.

Lastly, the incorporation of Luis Álvarez and

Bernardo Sánchez as new members of the

Innovation, Technology and Digital Transformation

Committee.

During the financial year 2025, the Board of Directors of

CaixaBank increased and strengthened compliance with its

functions, acting in all instances within its powers,

implementing as many resolutions and issuing as many

reports as required or as expressly requested of it.

CORPORATE GOVERNANCE DEVELOPMENTS IN 2025

Notwithstanding the provisions of the section above

on the new appointments and re-elections of

directors, in addition to the changes in the Chair

and Deputy Chair, it should be noted that the Board

of Directors had implemented an improvement

plan for 2025, as a result of the self-assessment

exercise performed in 2024 on the functioning of the

Board and its Committees, with a view to preserving

its efficiency in the organisation and dynamics of

both the Board and its Committees.

It was proposed to prioritise the integration of new

directors into the Company's culture, as well as

introducing them to the management team and

the organisation, through welcome programmes

and induction training. Likewise, to continue to

improve the distribution of competences and

coordination among the Board's committees.

In order to meet these objectives and to facilitate

the integration of new directors into the dynamics

of the Board and its Committees, the new directors

attended the sessions held after the 2025 AGM as

guests, the welcome pack for new directors was

updated and the directors attended the sessions of

the training plan for the Board of Directors following

their appointment at the general meeting.

In relation to the coordination and distribution of

competences across the Board Committees, the

Regulation of the Board of Directors was amended

on 20 February 2025, among other reasons, to

propose ways of ensuring the necessary

coordination among the Board Committees when

they have shared competences; the distribution of

competences among the Board Committees on

ESG matters was updated and, in order to increase

the time dedicated to sustainability issues, the

duration of Appointments and Sustainability

Committee meetings was increased.

In addition, following the recommendations made

by the Lead Independent Director, the Board

proposed to continue to pay particular attention to

the Company's actions in the following areas:

regular monitoring of the most significant

investment projects and the activities of

CaixaBank's main subsidiaries; execution of the

Strategic Plan for Information Systems; the

improvements made in the area of customer

service; and the action plans implemented within

the organisation, with a special focus on talent

development. In this regard, during the 2025

financial year, the Board monitored the Strategic

Plan 2025-2027, as well as the Information Systems

Strategic Plan. The systematic review of major

investment projects and monitoring of the main

subsidiaries was also carried out, as well as the

continuous oversight at board and executive

committee level of the subsidiaries MicroBank,

BuildingCenter, BPI, VidaCaixa and CaixaBank

Payments & Consumer.

The project to enhance customer service was

closely monitored, along with its implementation,

which is having a significant impact on the culture

of the organisation. Additionally, the Board's

involvement with talent development was

maintained, with training carried out in the area of

talent management, while the achievement of the

Executive Team's variable challenge was also

monitored.

Finally, in order to keep the Board permanently up to

date, it was agreed to continue promoting training

activities for Board members on different subjects,

paying special attention to the areas with priority

for the fulfilment of their duties.

Thus, in relation to these opportunities for

improvement, during the 2025 financial year, the

established objectives were met once again and

sound progress was made towards achieving good

corporate governance, consolidating the strengths

of transparent, efficient and coherent governance

that is aligned with the objectives of the Company's

Strategic Plan.

Finally, in line with best corporate governance

practices, the Lead Independent Director held three

meetings without the presence of the Executive

Director.

CHALLENGES FOR 2026

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

obtained and the conclusions drawn, also taking into account the activity

reports of the Board Committees (as published below and also on the corporate

website, as an exercise in greater transparency and good practice in the Entity's

corporate governance), the Board has concluded that, in general terms, its

operations and composition are adequate for the exercise and performance of

its functions, in particular regarding the proper management of the company

carried out by the governing body.

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

functioning, as well as that of its Committees during the financial year 2025.

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

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

professional training and experience, age and geographical origin, in

accordance with the assessment of compliance with the selection policy, also

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 overall composition of the Board of Directors is suitable.

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

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

implement some specific recommendations during the 2026 financial year.

With regard to the functioning of the Board and its Committees, the focus will

remain on preserving and reinforcing efficiency in their organisation and

working dynamics, promoting proper planning of meetings, advance submission

of documentation and smooth coordination between the Committees, in order

to ensure their efficient functioning and orientation towards strategic debate.

Likewise, the Board will continue to pay special attention to monitoring the

Company's most relevant strategic and operational areas, including the

performance of its business model, the implementation of its main corporate

projects, the activity of its subsidiaries and the progress of its strategic plans in

the field of technology. Oversight of initiatives aimed at improving the customer

experience and developing talent within the organisation will also be further

strengthened,

Finally, with the aim of ensuring that its members' competences are always up-

to-date, the Board will continue to promote training activities in the areas

relevant to the proper performance of its functions, fostering a framework of

continuous learning adapted to the strategic priorities of the Company.

OWNERSHIP

SHARE CAPITAL (A.1 + A.11 + A.14)


7,024,520,689 shares at 31/12/2025 (nominal amount euro/ share)	\| Of the same class and series \| With equal political and economic rights \| Represented by book-entries \| There are no loyalty shares with double voting rights \| The shares are listed on the Continuous Market of the Barcelona, Bilbao, Madrid and Valencia Stock Exchanges

At year-end, CaixaBank's share capital amounted to

€7,024,520,689, represented by 7,024,520,689 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 5 December 2025, CaixaBank's current share capital was

registered with the Valencia Companies Registry, following the

implementation of the share capital reduction agreed on by

the Board of Directors on 27 November 2025. The Company’s

By-laws do not provide for loyalty shares with double voting

rights.

As regards the issuance of securities not traded in a regulated

EU market, referring to non-participating or non-convertible

securities, CaixaBank carried out:

_ISSUANCES TRADED OUTSIDE REGULATED MARKETS


Year	Type of issuance	Market	Amount	Currency	ISIN
2021	Ordinary non-preferred bonds	SIX (Switzerland)	200 million	CHF	CH1112011593
2023	Ordinary non-preferred bonds	GEM (Ireland)	1,250 million	USD	US12803RAA23 / USE2428RAA35
2023	Ordinary non-preferred bonds	GEM (Ireland)	1,000 million	USD	US12803RAB06 / USE2428RAB18
2023	Ordinary non-preferred bonds	GEM (Ireland)	1,000 million	USD	US12803RAC88 / USE2428RAC90
2024	Ordinary preferred bonds	SIX (Switzerland)	300 million	CHF	CH1325807886
2024	Ordinary non-preferred bonds	GEM (Ireland)	1,000 million	USD	US12803RAG92 / USE2428RAG05
2024	Ordinary non-preferred bonds	GEM (Ireland)	1,000 million	USD	US12803RAH75 / USE2428RAH87
2025	Ordinary non-preferred bonds	GEM (Ireland)	1,000 million	USD	US12803RAK05 / USE2428RAK17
2025	Ordinary non-preferred bonds	GEM (Ireland)	1,000 million	USD	US12803RAL87 / USE2428RAL99
2025	Ordinary non-preferred bonds	GEM (Ireland)	1,000 million	USD	US12803RAM60/ USE2428RAM72

Note: As at 31 December 2025, an ordinary bond issue made in 2002, resulting from the merger by absorption of Bankia, for an amount of €7.9

million (ISIN XS0147547177) and admitted to trading on the unregulated market in Luxembourg, was still outstanding.

_SHAREHOLDING STRUCTURE


Share tranches	Shareholders¹	Shares	% Share capital
from 1 to 500	252,744	46,039,272	0.7
from 501 to 1,000	91,833	66,118,185	0.9
from 1,001 to 5,000	136,306	295,370,889	4.2
from 5,001 to 50,000	33,571	374,273,425	5.3
from 50,001 to 100,000	665	44,809,556	0.6
more than 100,000²	501	6,197,909,362	88.2
Total	515,620	7,024,520,689	100

¹ For shares held by investors trading through a custodian entity located outside 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 2025, as well as BlackRock's latest public communication to the CNMV

on 4 July 2025, its shareholdings (based on the share capital at 31 December

2025) 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	4.660	0.000	0.060	4.720
”la Caixa” Banking Foundation	0.000	31.269	0.000	0.000	31.269
Criteria Caixa, S.A.U.	31.269	0.000	0.000	0.000	31.269
FROB	0.000	18.082	0.000	0.000	18.082
BFA, Tenedora de Acciones, S.A.	18.082	0.000	0.000	0.000	18.082

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 instruments	% total voting rights
BlackRock, Inc.	Other controlled entities belonging to the BlackRock, Inc. Group	4.660	0.060	4.720
”la Caixa” Banking Foundation	Criteria Caixa, S.A.U.	31.269	0.000	31.269
FROB	BFA, Tenedora de Acciones, S.A.	18.082	0.000	18.082

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
04/07/2025	BlackRock, Inc.	4.080	4.680

SHAREHOLDERS' AGREEMENTS (A.7 + A.4)

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

shareholders' agreements, or 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 2025, the Board of Directors has the authorisation of the AGM

of 11 April 2025, granted for five 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's shares on the Continuous Market at the close 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 the Securities

Market, CaixaBank share transactions must always be made for legitimate

purposes, such as contributing to 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 separate area when managing treasury shares.


	15,755,959
	Number of shares held directly


	928,441
	Number of indirect shares*


	0.24%
	% of total share capital


Number of indirect shares* through:
VidaCaixa, S.A.U. de Seguros y Reaseguros	274,292
Banco BPI, S.A	454,865
Nuevo Micro Bank, S.A.U.	22,611
CaixaBank Payments & Consumer, E.F.C, E.P., S.A.	128,958
CaixaBank Wealth Management Luxembourg, S.A.	42,035
CaixaBank Facilities Management, S.A.	365
CaixaBank Operational Services, S.A.U.	5,315
Total	928,441

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 21 to the

Consolidated Financial Statements,

"Equity".

The characteristics of the various programmes are

as follows:


Programme	Start date	Maximum amount (million euros)	Status	No. of shares purchased	% of the capital bond	No. of shares after Programme	Share capital after Programme (euros)	Date of entry in the Companies Registry
SBB II	September 2023	500	Completed	129,404,256	1.72%	7,372,727,363	7,372,727,363	03/05/2024
SBB III	March 2024	500	Completed	104,639,681	1.42%	7,268,087,682	7,268,087,682	13/06/2024
SBB IV	SBB IV	500	Completed	93,149,836	1.28%	7,174,937,846	7,174,937,846	04/12/2024
SBB V	November 2024	500	Completed	89,372,390	1.25%	7,085,565,456	7,085,565,456	13/05/2025
SBB VI	June 2025	500	Completed	61,044,767	0.86%	7,024,520,689	7,024,520,689	05/12/2025
SBB VII	November 2025	500	In progress (1)

¹ As at 31 December 2025, transactions amounting to €108 million had been carried out, with a total of 10,822,959 treasury shares repurchased, equivalent to 21.69 % of the maximum monetary amount.

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 (as described in Section A.2 above), of

members of the board of directors, or of the Company itself in the form of

treasury shares.

54.07%

45.67%

Significant

shareholders (total)

Regulatory free float

(CNMV criterion)

0.02%

0.24%

Board

Treasury shares

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


	75.5%
	of the free float corresponds to institutional investors

AUTHORISATION TO INCREASE CAPITAL (A.1)

As of 31 December 2025, the Board has the

authorisation of 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 the terms it

deems appropriate. This authorisation may be used

for the issue of new shares, with or without a

premium and with or without voting rights, for cash

payments.

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;

equivalent to 10 % of the share capital after the

execution of the capital reduction approved at the

same general meeting. 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 Spanish

Capital Companies Act includes as a general

obligation the 20 % limitation for the exclusion of

pre-emptive subscription rights in capital increases,

as well as, for 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 set out under Regulation (EU)

575/2013.

At the 2025 AGM held on 11 April 2025, the report from

the Board of Directors dated 28 November 2024 was

communicated and made available to

shareholders, as required under 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

€1,000,000,000 excluding the pre-emptive

subscription right executed on 28 January 2025.

Furthermore, on 29 July 2025, the Board of Directors

approved the issuance of potentially convertible

preference shares into shares for a total nominal

amount of €750,000,000, excluding the pre-emptive

subscription right, with the final terms set on 15

September 2025, as published in a disclosure of

Other Relevant Information released on the same

date.

_BREAKDOWN OF PREFERENCE SHARE ISSUANCES1

(€ MILLION)


				Outstanding amount
Issue date	Maturities	Nominal amount	Annual remuneration	31/12/2025	31/12/2024
March 2018	Perpetual	1250	5,250 %	245	1,250
October 2020	Perpetual	750	5.875 %	750	750
September 2021	Perpetual	750	3.625 %	750	750
March 2023	Perpetual	750	8.250 %	750	750
January 2024	Perpetual	750	7.500 %	750	750
January 2025	Perpetual	1,000	6.250 %	1,000
September 2025	Perpetual	500	5.875 %	500
PREFERENCE SHARES				4,745	4,250
Own securities purchased				0	0
Total				4,745	4,250

¹ Perpetual additional tier 1 capital instruments that may be redeemed (partially or in full) under 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, 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.

SHARE PRICE PERFORMANCE (A.1)

CaixaBank's share price closed 2025 at €10.445 per

share, representing an increase of 99.5 % over the

year. CaixaBank's trading volume in terms of the

number of shares traded was 21.2 % lower than in

2024¹ (+21.2 % in euros¹).

The financial markets improved over the course of

2025. After a spike in geopolitical risk associated

with Trump's policies at the beginning of the year

and a brief phase of volatility, volatility steadily

declined as data confirmed a moderate impact on

inflation and resilient economic growth.

Despite the persistence of several pockets of

vulnerability – stemming from geopolitical tensions

and large US investments in artificial intelligence –

the global markets recorded their third consecutive

year of overall gains, with the MSCI ACWI rising by 20

%. In Europe and the United States, indices moved in

similar ranges: 18 % for the Euro Stoxx 50 and 16 % for

the S&P 500. In the United States, the big tech

companies (the so-called "Magnificent 7") rose by

24 %, increasing the concentration of the index.

Among the stock market indices, the IBEX 35 stood

out, rising 49 %, driven by the banking sector.

In the fixed income markets, developed economies'

sovereign curves showed steeper slopes. In Europe

and Japan, the upward shift was concentrated at

the longer end of the curve, reflecting fiscal

concerns: Germany's stimulus plans boosted its 30-

year benchmark by almost 90 bp to close to 3.5 %. At

the same time, peripheral premiums narrowed

significantly, especially in Italy (-46 bp) and Spain

(-26 bp), while the French premium closed the year

at around 70 bp, the highest in the euro area after

Slovakia. In the United States, the Fed's rate cuts, and

the expectation that further cuts will be

implemented, favoured declines at the short end,

while long-term rates closed virtually flat, albeit at

elevated levels, with the 10-year Treasury above 4.0 %.

In the foreign exchange market, the initial

appreciation of the dollar following Trump's victory

was reversed sharply in the first half of 2025, with

the euro appreciating by more than 13 % against the

dollar to USD 1.18 per euro. In nominal effective terms,

the euro gained 5 %, moderated by the strength of

other European currencies.

Finally, in the commodities markets, energy

commodities fell in Europe (Brent -18 %, natural gas

TTF -42 %), while precious metals recorded a historic

rally (gold +65 %, silver +148 %) driven by increased

central bank purchases and structural supply

imbalances, in a move that was amplified by

speculative factors and the search for a safe haven

amid geopolitical tensions.

¹Traded on listed platforms, includes: BME, BATS Chi-X, TURQUOISE and BATS Europe, among others; excludes over-the-counter transactions. It does not include block transactions or applications.

_PERFORMANCE OF CAIXABANK SHARES

(WITH RESPECT TO SPANISH AND EUROPEAN BENCHMARK INDICES)

(year-end 2024 base 100 and % annual change)


CaixaBank	Euro Stoxx 50	IBEX 35	Euro Stoxx Banks
+99.5%	+18.3%	+49.3%	+80.3%

CaixaBank

Euro Stoxx Banks

IBEX 35

Euro Stoxx 50

Dec. 24

Mar. 25

Jun. 25

Sep. 25

Dec. 25


Share	December 2025	December 2024	Change
Share price (€/share)	10.445	5.236	5.209
Market capitalisation (€ million)	73,200	37,269	35,931
Book value (€/share)	5.49	5.17	0.32
Tangible book value (€/share)	4.69	4.41	0.28
Net profit attrib. per share (€/share) (12 months)	0.83	0.80	0.04
PER (Price / EPS; times)	12.52	6.57	5.95
P/B ratio (price / book value)	1.90	1.01	0.89

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)

In 2025, no amendments 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 provide for loyalty shares with double voting

rights. 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 set out in the Spanish Securities Market Act) 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.

With regard to the rules governing amendments to the By-laws, as well as those

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

largely reflect the provisions of the Spanish 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

Bank of Spain 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 filing 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 five 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; Spanish Securities Market Act; Act 10/2014, of 26 June, on

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

MANAGEMENT AND ADMINISTRATION OF THE COMPANY

At CaixaBank, the management and control of the Company is carried out by the General Meeting of Shareholders, the

Board and its Committees:

GENERAL MEETING OF SHAREHOLDERS

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 /

Reportsto/

MANAGEMENT BODIES

CHIEF EXECUTIVE OFFICER AND MANAGEMENT COMMITTEE

THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

CaixaBank's Annual General Meeting of Shareholders is the highest representative and participatory body of the Company's shareholders.

Accordingly, in order to facilitate the participation of shareholders in the Annual General Meeting of Shareholders 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	Present in person	Represented	Votes by electronic means	Others	Total
31/03/2023²	49.61%	25.22%	0.91%	0.82%	76.56%
Of which: Free float¹	0.02%	20.82%	0.91%	0.82%	22.57%
22/03/2024 ³	48.74%	28.29%	0.35%	0.45%	77.83%
Of which: Free float¹	0.04%	23.29%	0.35%	0.45%	24.13%
11/04/2025⁴	48.94%	32.90%	0.52%	0.45%	82.81%
Of which: Free float¹	0.03%	28.77%	0.52%	0.45%	29.77%

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

² The Annual General Meeting of Shareholders in March 2023 was held in a hybrid format (attendance in person and using remote means), so the physical attendance figure includes both in-person and remote participation by shareholders.

³The Annual General Meeting of Shareholders in March 2024 was held in a hybrid format (attendance in person and using remote means), so the physical attendance figure includes both in-person and remote participation by shareholders.

⁴The Annual General Meeting of Shareholders in April 2025 was held in a hybrid format (attendance in person and using remote means), so the physical attendance figure includes both in-person and remote participation by shareholders.

At the Annual General Meeting of Shareholders held in April 2025 all items on the agenda were approved (B.5):

_GENERAL MEETING OF SHAREHOLDERS OF 11 APRIL 2025


	82.81 % of quorum			94.07%
	on share capital			average approval


Agreements of the Annual General Meeting of Shareholders 11/04/2025		% of votes issued in favour	% of votes in favour regarding share capital
1.1	Approval of the individual and consolidated financial statements and their respective management reports for the financial year 2024	99.78%	82.61%
1.2	Approval of the consolidated non-financial information statement for the financial year 2024	99.78%	82.62%
1.3	Approval of the Board of Directors' performance in 2024	99.60%	82.46%
2	Approval of the proposed appropriation of profit or loss for the financial year 2024	99.81%	82.64%
3	Re-election of the statutory auditor of the Company and its consolidated Group for the financial year 2026	99.70%	82.55%
4.1	Re-appointment of director Koro Usarraga Unsain	99.37%	82.27%
4.2	Re-appointment of director Fernando María Costa Duarte Ulrich	98.44%	81.50%
4.3	Re-appointment of director Teresa Santero Quintillá	95.91%	79.41%
4.4	Appointment of director Rosa María García Piñeiro	99.61%	82.47%
4.5	Appointment of director Luis Álvarez Satorre	99.60%	82.47%
4.6	Appointment of director Bernardo Sánchez Incera	99.35%	82.26%
4.7	Appointment of director Pablo Arturo Forero Calderón	99.33%	82.24%
4.8	Appointment of director José María Méndez Álvarez-Cedrón	99.38%	82.29%
5.1	Authorisation for the Company to acquire treasury shares as provided for in Article 146 of the Spanish Capital Companies Act, revoking, in terms of the undrawn amount, the authorisation currently in force, approved at the Annual General Meeting of Shareholders held on 22 May 2020	99.47%	82.36%
5.2	Capital reduction for a maximum amount equivalent to 10 % of the share capital through the redemption of treasury shares	99.74%	82.59%
6.1	Setting of directors' remuneration	77.43%	64.10%
6.2	Approval of the Remuneration Policy of the Board of Directors	76.61%	63.43%
6.3	Delivery of shares to the executive directors as payment of the variable component of their remuneration	77.78%	64.39%
6.4	Approval of the maximum level of variable remuneration for employees whose professional activities have a significant impact on the Company's risk profile	77.88%	64.42%
6.5	Consultative vote on the Annual Report on the Remuneration of Directors for the 2024 financial year	77.02%	63.76%
7	Authorisation and delegation of powers to interpret, correct, supplement, implement and develop the resolutions adopted by the general meeting of shareholders, and delegation of powers to notarise those resolutions in public deeds, file them and, where appropriate, correct them	99.83%	82.65%
	Average	94.07%	77.88%

Data for the AGM held on 11 April 2025. For more information on the voting results, see:

https://www.caixabank.com/deployedfiles/caixabank_com/Estaticos/PDFs/Accionistasinversores/Gobierno_Corporativo/JGA/2025/Quorum_CAST_certificado.pdf

At CaixaBank, there are no differences with

respect to the minimum quorum

requirements for the constitution of the

general meeting, or with respect to the rules

for adopting corporate resolutions

established by the Spanish Capital

Companies Act. (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 Regulation of the General Meeting of

Shareholders establishes that the AGM shall have the remit prescribed by the

law and regulations applicable to the Company. (B.7)

The corporate governance information is available on CaixaBank's corporate

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

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

general meetings of shareholders"². Also, when an AGM is announced, a banner

appears on the CaixaBank homepage with a direct link to the information about

the meeting. (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 Meeting of Shareholders held on 22

May 2020 adopted the agreement to set the

number of Board members at 15.

At CaixaBank, the Chairman and Chief Executive

Officer 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 Board Committees

for a better performance of the supervisory

function. Since January 2025, the Chairman of the

Board of Directors has carried out a purely non-

executive (proprietary) role, having no executive

functions.

Meanwhile, CaixaBank’s Chief Executive Officer is the

Company’s most senior executive and is entrusted

with the day-to-day running of the business under

the supervision of the Board of Directors.

There is also a delegated Committee, the Executive

Committee, which has executive functions

(excluding those that cannot be delegated). This

Committee also reports to the Board of Directors

and meets on a more regular basis.

There is 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 of 31 December 2025, the Board of Directors

comprises 15 members, of whom one was an

executive director and 14 were non-executive

directors (nine independent directors, three

proprietary directors and two other external

directors).

Independent directors make up 60 % of the

CaixaBank Board of Directors, which amply

complies with the current provisions of

Recommendation 17 of the Good Governance Code

for Listed Companies for companies that have one

shareholder who controls more than 30 % of the

share capital.

As of 31 December 2025, the Board of Directors

comprises one executive director, the Chief

Executive Officer, two directors classified as other

external directors 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 2025 - CATEGORY OF

_MEMBERS OF THE BOARD OF DIRECTORS

_OF CAIXABANK

20%

Proprietary

directors

13%

Criteria-FB

“La Caixa”

BFA-FROB

60%

Independent

directors

Executive

directors

13%

Other

external

directors

80%

Non-proprietary

directors

_BOARD OF DIRECTORS

Koro Usarraga

Independent director

Eduardo Javier Sanchiz

Lead Independent Director

María Amparo Moraleda

Deputy Chairwoman - Independent

Gonzalo Gortazar

Chief Executive Officer - Executive

Tomás Muniesa

Chairman - Proprietary

60%

Independent

directors (C.1.3)

20%

Proprietary

directors (C.1.3)

7% Executive

directors

(C.1.3)

13% Other

external directors

(C.1.3)

Teresa Santero

Proprietary director

Luis Álvarez

Independent director

Category

Executive

Chairman

Deputy

Chairwoman

Chief

Executive

Officer

Lead

Independent

Director

Independent

Other

external

Independent

Other

external

Independent

Proprietary

Independent

Proprietary

Independent

Education

Law

●

Business studies

●

Mathematics, Physics,

Engineering, other

science degrees

●

Other university

degrees

●

Senior

management

experience

(senior

management -

executive board)

Banking/financial sector

●

Other sectors

●

Experience in the

financial sector

Credit institutions

●

Financial markets

(other)

●

Other experience

Academic sector -

Research

●

Public sector/Relations

with regulators

●

Corporate governance

(including membership

of governance 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

Age

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

maintained (see chart opposite), along with gender diversity on the Board,

having already achieved the target set by Recommendation 15 of the Good

Governance Code to have at least 40 % female directors since the AGM held in

May 2020. (C.1.4)

_TRENDS IN INDEPENDENCE


Number of women directors					% of total directors of each category
(C.1.4)	2025	2024	2023	2022	2025	2024	2023	2022
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

GENDER DIVERSITY


40^%	Women on the Board of Directors	50^%	Women on the Executive Committee
60^%	Women on the Risks Committee	40^%	Women on the Remuneration Committee
29^%	Women on the Innovation, Technology and Digital Transformation Committee	40^%	Women on the Audit and Control Committee
40^%	Women 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 2025 (with an average of 41.23 %)¹.

¹ Average number of women sitting on the Board of IBEX 35 companies, calculated according to the public information

available on the websites of the companies.

SELECTION, APPOINTMENT, RE-ELECTION, EVALUATION AND CESSATION OF MEMBERS OF THE BOARD

PRINCIPLES OF PROPORTIONALITY AMONG BOARD

MEMBER CATEGORIES (C.1.16)

1. External (non-executive) directors should

constitute a majority over executive directors,

and the number of the latter should be the

minimum necessary.

2. 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).

3. 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).

4. 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 this

affecting the right to proportional

representation provided for by law.

SELECTION AND APPOINTMENT (C.1.16)

The Selection, Diversity and Suitability Assessment

Policy for members of the Board of Directors, senior

management and other holders of key roles,

includes the main aspects and undertakings of the

Company in relation to the appointment and

selection of directors. Its purpose is to put forward

candidates that ensure the effective capability of

the Board to take decisions independently in the

interest of the Company.

In this context, director appointment proposals put

forward by the Board for the consideration of the

AGM, and the appointment agreements adopted by

the Board by virtue of the powers legally attributed

to it, must be preceded by the corresponding

proposal from 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 out the competences,

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 to the Board of Directors, taking into

account the balance of knowledge, experience,

capacity and diversity required and in place on the

Board of Directors, draws up a skills matrix, which is

continuously updated, and 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, the 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

functions and other key posts in CaixaBank, as

defined under applicable legislation. Under the

Suitability Protocol, the Board of Directors, as a

plenary body, 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 regulation on the appointment of directors

and the applicable regulation for 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 Meeting of

Shareholders.

RE-ELECTION AND LENGTH OF TERM OF OFFICE

(C.1.16 + C.1.23)

Directors shall hold their posts for the term

stipulated in the By-laws (four 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 appointed 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 (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 directors

leave 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, formally

setting out their intention to resign (Article 28.2 of

the Regulation 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

misconduct instructed by the supervisory

authorities;

| When their continuance on the Board may

jeopardise the interests of the Company;

| When significant changes occur in their

professional situation on in the conditions in

which they were appointed director;

| When due to reasons 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.

In the case of proprietary directors, when the

shareholder they represent transfers its entire

shareholding or up to a level requiring a reduction in

the number of proprietary directors.

In the event that the natural person representing a

legal entity that has been appointed as a director,

in cases where the law so permits, falls under any of

the circumstances referred to above, the natural

person representative must place their position at

the disposal of 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.

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 guidelines applicable to the nature of

the company.

During the financial year 2025, the Board of Directors was not informed or did not

become aware of any situation involving a director, whether related to his or her

performance in the Company itself or otherwise, that may have been

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 Regulation of the Board of Directors establish any

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

Neither the Company's By-laws nor the Regulation 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)

NUMBER OF MEETINGS


13	of the Board	13	attended in person by at least 80 % of directors
		97.78%	Attendance in person as a % of total votes during the year
		10	with in-person attendance, or proxies with specific instructions, of all the directors
		97.78%	Votes cast in person and by delegation with specific instructions, as a % of total votes during the year


24	of the Executive Committee	13	of the Audit and Control Committee
7	of the Remuneration Committee	4	of the Innovation, Technology and Digital Transformation Committee
13	of the Risks Committee	12	of the Appointments and Sustainability Committee
		3	of the Lead Independent Director without the presence of the Executive Director

Note: During 2025, no Board meetings were held without the Chairman's attendance.

_ATTENDANCE AND DEDICATION AT MEETINGS OF THE BOARD AND ITS COMMITTEES



	Committee of the Board				Executive Committee	Audit and Control Committee	Appointments and Sustainability Committee	Remuneration Committee	Risks Committee	Innovation, Technology and Digital Transformation Committee
Average attendance		98%			96%	98%	93%	100%	96%	92%
Individual attendance			Telematic attendance	Delegation without voting instructions							Average individual attendance
Tomas Muniesa	13/13	100%	0	0	24/24					4/4	100%
Amparo Moraleda	12/13	92.3%	1	1	21/24		12/12			3/4	91%
Gonzalo Gortazar	13/13	100%	0	0	24/24					4/4	100%
Eduardo Javier Sanchiz	13/13	100%	1	0	23/24	13/13	12/12				98%
Luis Álvarez	8/8	100%	0	0				5/5		3/3	100%
Fernando María Ulrich	13/13	100%	3	0			10/12		13/13		95%
Verónica Fisas	13/13	100%	3	0					11/13		92%
Pablo Arturo Forero	6/7	85.7%	0	1				4/4	7/7		94%
Rosa María García	8/9	88.9%	1	1			7/8		8/8		92%
Cristina Garmendia	13/13	100%	1	0	15/16	13/13		7/7		4/4	98%
Peter Löscher	12/13	92.3%	3	1			11/12			3/4	90%
Jose María Méndez	7/7	100%	0	0		5/6		3/3			94%
Bernardo Sánchez	8/8	100%	1	0		7/7				3/3	100%
Teresa Santero	13/13	100%	1	0		13/13					100%
Koro Usarraga	13/13	100%	0	0	24/24			7/7	13/13		100%

REGULATION OF THE BOARD (C.1.15)

In 2025, the Board of Directors approved an

amended version of the Regulation of the Board of

Directors. The purpose of this amendment was to

align the Regulation of the Board of Directors with

the various good governance rules, guidelines and

recommendations that affect different aspects

related to the composition, functioning and

competences of CaixaBank's governance bodies.

In general terms, the amendments to the Regulation

of the Board of Directors approved on 20 February

2025 refer to a systematic reorganisation of the

regulation and various technical clarifications to

align it with the Spanish Capital Companies Act, the

Code of Good Governance and the CNMV's

guidelines, incorporating new articles and sections,

updating headings and eliminating duplications.

It also extends the scope of application to senior

executives (whose definition is aligned with Article

249 bis of the Spanish Capital Companies Act) and

updates the rules of interpretation, amendment and

dissemination (notification to the CNMV, filing with

the Companies Registry, information at the general

meeting and publication on the website). A new

article has been included on principles of action

which reinforces the commitment to corporate

interest, the creation of long-term sustainable value

and the consideration of stakeholders.

Additionally, it structures and enhances the non-

delegable powers of the Board (general meeting,

strategy and policies – including sustainability –

organisation and positions, senior management,

internal control, public information and related

party transactions) and updates the criteria

governing the Board's composition and diversity.

The functions of the Chairman have been

developed (meeting call and agenda, guarantee of

prior information, training and evaluation,

representation and approval of minutes) and the

functions of the Deputy Chairman have been

updated (possibility of multiple deputies and order

of succession); a specific article has also been

included covering the delegation of the powers of

the Board, as well as its compatibility with the

granting of powers. The functions of the Secretary/

Deputy Secretary have been extended (good

governance, channelling of information, secretaries

of committees and of the general meeting). It

effectively makes calling meetings more flexible;

telematic meetings are established as a

simultaneous act and agreements are formalised in

writing and without a meeting, rules of

representation are specified (between equivalent

categories) and the invitation of external parties is

permitted when it contributes to improving the

performance of the Board.

The rules common to all the Committees have also

been harmonised (non-executive only, majority of

independents, automatic continuity after re-

election, chairing by independents, secretary/

deputy secretary to the board, induction and

training, annual plan and calendar, access to

information and external advice without conflicts

and coordination between committees with joint

meetings and exchange of reports). Specifically, the

existing competences have been maintained in the

Audit and Control Committee, systematically

organised by subject matter and the competence

to ensure that the internal audit unit has the

material and human resources necessary for the

efficient performance of its duties has been

incorporated, along with the competence to

propose, supervise and periodically review the

internal reporting and periodic control procedure

established by the Company for related party

transactions whose approval has been delegated

by the Board, and references to the assurance

provider for sustainability reporting have been

incorporated in parallel with the provisions for the

statutory auditor.

For the Risks Committee, the reference to various

types of financial and non-financial risks has been

expanded by including a reference to risks related

to "artificial intelligence", and the "identification and

understanding of emerging risks" is included as a

new competency, along with "fostering a culture

before the board and within the committee itself in

which risk is a factor that is taken into account in all

decisions and at all levels in the Company" and

"ensuring that the information disseminated by the

Company through its website on matters within the

competence of the Committee is sufficient and

appropriate and complies with the provisions of the

law and the good governance recommendations

upheld by the Company".

New responsibilities have been included for the

Appointments and Sustainability Committee (such

as ensuring that the information disseminated by

the Company through its website on matters

relating to the Committee is sufficient and

appropriate, as well as submitting to the Board the

proposals for drawing up the strategy, plans,

policies and objectives in different aspects related

to sustainability), with an express reference to the

Board's skills matrix, and in the case of the

Remuneration Committee, the verification of

information relating to the remuneration of

directors and senior executives in corporate

documents. The competences of the Innovation,

Technology and Digital Transformation Committee

(digital strategy, new models, technological impact,

cybersecurity and ethical considerations) have

been maintained, aligning its operations with those

of the legally mandatory Board Committees.

Finally, the duties of directors have been finetuned

(diligence with the business judgement rule, loyalty,

confidentiality with express reference to securities

market regulations, flexibility in the area of non-

competition in post-contractual agreements,

conflicts and reputational information), the rules

governing remuneration have been adjusted

(motivation of the policy, validity and annual report

with consultative vote) and the rules governing

related party transactions has been clarified.

For further details of the amended articles, see the Board of Director's report on

the amendments to the Regulation of the Board of Directors published as

documentation relating to the items on the agenda of the 2025 Annual General

Meeting of Shareholders and available on CaixaBank's corporate website.

(https://www.caixabank.com/deployedfiles/caixabank_com/Estaticos/PDFs/Accionistasinversores/

Gobierno_Corporativo/JGA/2025/Informe_modificaciones_Reglamento_para_Junta_consolidado_

CAST_2025.pdf)

All amendments to the Regulation of the Board of Directors are notified to the

CNMV and are made public and filed with the Companies Registry, 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 the provisions of Article 29 of the Regulation of the

Board of Directors, directors may request information on any aspect of the

Company and the group and examine its books, records and documents.

Requests should be addressed to the secretary, who will relay them to the

Chairman of the Board of Directors if they are of an executive nature. Otherwise,

they will be relayed to the Chief Executive Officer, who will forward them to the

appropriate contact person and, if necessary, inform the directors of their duty

of confidentiality.

DELEGATION OF VOTES (C.1.24)

The Regulation of the Board of Directors establishes that directors must attend

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

they shall endeavour to delegate their vote 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 votes 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 usually

granted with specific instructions, and must always be given in strict

accordance with legal requirements. This is in keeping with the law on the

powers of the Chairman of Board of Directors, who is given, among others, the

power to stimulate debate and active involvement among all directors,

safeguarding their right to freely 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 giving the Chairman of

the Board of Directors a casting vote.

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

the main resolutions are adopted with a vote in favour 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 its control

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

The role of Lead Independent Director, appointed from among the independent

directors, was introduced in 2017. The current lead independent director was

appointed by the Board of Directors on 22 December 2022, following a

favourable report from the Appointments and Sustainability Committee.

However, the appointment of Eduardo Javier Sanchiz as Lead Independent

Director of CaixaBank came into effect from the Annual General Meeting of

Shareholders held on 31 March 2023.

RELATIONS WITH THE MARKET (C.1.30)

With regard to its relations with market agents, the

Company acts on the principles of transparency

and non-discrimination and according to the

provisions of the Regulation of the Board of

Directors which stipulate that the Board, through

communications submitted to the CNMV and

published on the corporate website, shall

immediately inform the public of any relevant

information. With regard to the Company’s relations

with market agents, the Investor Relations

department shall coordinate its relations 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 Lead Independent 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 relating to 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 to other stakeholders, such as

financial intermediaries, management companies

and custodians of the Company’s shares, financial

analysts, regulatory and supervisory bodies, proxy

advisors, 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 set out

in CaixaBank’s Code of Business Conduct and Ethics,

the Internal Code of Conduct on Matters Relating to

the Stock Market of CaixaBank, S.A. and the

Regulation 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 5 of the

Regulation of the Board of Directors.

For 2025, the Board of Directors decided to conduct

an internal self-assessment of its performance,

having decided not to engage the services of an

external advisor, on the grounds that, given the

partial renewal of the board and the relatively short

period for which the current board had been in

place following the changes to its composition

approved at the 2025 Annual General Meeting of

Shareholders, it was considered more appropriate

and reasonable to postpone the involvement of an

external expert until the next self-assessment

exercise. Consequently, the self-assessment

exercise followed the same procedure as the

previous year, with the assistance of the General

Secretary and the Board of Directors.

The assessment was conducted in accordance

with the provisions of Article 529 nonies of the

Consolidated Text of the Spanish Capital

Companies 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 good

corporate 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 the 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 to design an efficient improvement plan

adapted to the needs of the Company. These data

and feedback can be found in the section on

"Challenges for the 2026 financial year".

Accordingly, the Appointments and Sustainability

Committee submitted to the Board of Directors the

Assessment Report for the 2025 financial year,

which has been approved by CaixaBank's 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.

Without prejudice to other matters, the

aforementioned questionnaires assess:

| The functioning and composition of the

Board (preparation, dynamics and culture;

assessment of the working tools; and

assessment of the Board's self-evaluation

process);

| The functioning and composition of the

committees (the members of each

committee are sent a detailed self-

assessment questionnaire for the relevant

committee);

| The performance of the Chairman, the

Chief Executive Officer, the Lead

Independent Director and the Secretary.

The results and conclusions reached, including the

recommendations, are set out in the document

analysing the performance assessment of the

CaixaBank Board and its Committees for 2025,

which was revised and approved by the Board of

Directors. In general, and based on the responses

received from the directors following the

questionnaires, as well as on the activity reports

drawn up by each of the committees, a positive

assessment was reached regarding the quality and

efficiency of the functioning of the Board of

Directors and its Committees in 2025, as well as the

performance of the Chairman, the Chief Executive

Officer,

the Lead Independent Director and the Secretary to

the Board of Directors during the year. The structure,

size and composition of the Board of Directors are

also deemed to be suitable, particularly with

respect to gender diversity and diversity of

education and professional experience, age and

geographical origin, in accordance with the

verification of compliance with the selection policy,

and also taking into account the re-assessment of

the individual suitability 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

2025-2027 Strategic Plan. This is explained in more

detail in the section "Developments in Corporate

Governance in 2025".

BOARD COMMITTEES (C.2.1)

In exercising its powers of self-organisation, the

Board is supported by a number of committees with

specific remits and entrusted with oversight and

advisory responsibilities, as well as by an Executive

Committee. There are no specific regulations for

Board Committees, which are governed in

accordance with the law, the By-laws and the

Regulation of the Board of Directors, amendments

to which during the year are as described in the

section “Administration – The Board of Directors –

Operation of the Board of Directors – Regulation of

the Board of Directors”. 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 of

Directors.

_PRESENCE OF BOARD MEMBERS ON THE DIFFERENT COMMITTEES

The Board Committees, in accordance with the

provisions of the Regulation of the Board of

Directors and applicable legislation, draw up an

annual report on their activities, which includes an

assessment of their performance during the year.

The preparation of the Activity Reports follows best

practices and the recommendations set out in the

Guidelines of the European Banking Authority (EBA)

on internal governance, the Recommendations of

the CNMV’s Good Governance Code for Listed

Companies, CNMV Technical Guide 1/2019 on

appointments and remuneration committees, and

CNMV Technical Guide 1/2024 on audit committees

of public-interest entities.

The annual activity reports of the Committees,

included below in this ACGR, are available on the

Bank’s corporate website and are made available

to shareholders from the time the General Meeting

of Shareholders is convened. (C.2.3)

_NUMBER OF FEMALE DIRECTORS WHO WERE MEMBERS OF THE COMMITTEES ATTACHED TO THE BOARD

OF DIRECTORS AT THE CLOSE OF THE LAST FOUR FINANCIAL YEARS (C.2.2)


	Financial year 2025		Financial year 2024		Financial year 2023		Financial year 2022
	Number	%	Number	%	Number	%	Number	%
Audit and Control Committee	2	40,00	2	40,00	2	40,00	3	50,00
Innovation, Technology and Digital Transformation Committee	2	28,57	3	42,86	3	42,86	3	60,00
Appointments and Sustainability Committee	2	40,00	1	20,00	1	20,00	1	20,00
Remuneration Committee	2	40,00	3	60,00	3	60,00	2	50,00
Risks Committee	3	60,00	2	40,00	2	40,00	2	33,33
Executive Committee	3	50,00	3	42,86	3	42,86	4	57,14


Member	Executive Committee	Audit and Control Committee	Risks Committee	Appointments and Sustainability Committee	Remuneration Committee	Technology, Innovation and Digital Transformation Committee
Tomás Muniesa	Chairman					Chairman
Gonzalo Gortázar	Member					Member
Eduardo Javier Sanchiz	Member	Chairman		Member
Luis Álvarez					Member	Member
Bernardo Sánchez		Member				Member
Pablo Arturo Forero			Member		Member
Fernando María Ulrich			Member	Member
María Verónica Fisas			Member
Cristina Garmendia	Member	Member			Chairwoman	Member
Peter Löscher				Member		Member
María Amparo Moraleda	Member			Chairwoman		Member
Teresa Santero		Member
Rosa María García			Member	Member
Koro Usarraga	Member		Chairwoman		Member
José María Méndez		Member			Member

ACTIVITY REPORT OF THE EXECUTIVE COMMITTEE

Article 39 of the By-laws and Article 15 of the Regulation of the Board describe the organisation and remit of the Executive

Committee.

COMPOSITION

In accordance with Article 15 of the Regulation of the

Board of Directors, the Chairman and the Chief

Executive Officer are members of the Executive

Committee. Likewise, the positions of Chairman and

Secretary of the Executive Committee are held by

those who perform the same roles on the Board of

Directors.

As at 31 December 2025, the Committee is

composed of six members, with a balanced

representation between men and women (50 %

women).

Since 1 January 2025, following his appointment as

Chairman of the Board of Directors, Tomás Muniesa

has served as Chairman of the Committee. Likewise,

the composition of the Committee was modified

following the Annual General Meeting of

Shareholders held on 11 April, with the Board

approving the appointment of Cristina Garmendia

as a new member of the Committee, as well as the

reappointment of Koro Usarraga as a member

following her re-election as a Director (See Other

Relevant Information disclosure No. 34100 ).


Member	Position	Category	Date of first appointment
Tomás Muniesa	Chairman	Proprietary	01/01/2018(2)(6)
Gonzalo Gortazar	Member	Executive	30/06/2014(1)(5)
Eduardo Javier Sanchiz	Member	Independent	31/03/2023
Cristina Garmendia	Member	Independent	11/04/2025
María Amparo Moraleda	Member	Independent	24/04/2014(3)(5)
Koro Usarraga	Member	Independent	22/05/2020(4)(7)

(1) Re-elected on 23 April 2015, 5 April 2019 and 31 March

2023.

(2) Re-elected on 6 April 2018 and 8 April 2022.

(3) Re-elected on 5 April 2019.

(4) Re-elected on 14 May 2021.

(5) Re-elected on 31 March 2023.

(6) Appointed Chairman of the Board of Directors on 30 October

2024, with effect from 1 January 2025.

(7) Re-elected on 11 April 2025.

DISTRIBUTION OF COMMITTEE MEMBERS

BY CATEGORY

(% of total committee members):


% of executive directors	17%
% of proprietary directors	17%
% of independent directors	67%

The members of the Committee have been

appointed in consideration of their knowledge and

experience. For information purposes, the

professional career of each Committee member

can be found under “Board of Directors – CVs of the

directors”.

Overall, the members of the Committee possess the

technical expertise required for the performance of

their duties, as reflected in the skills matrix available

in the section “Diversity on the Board of Directors –

Skills Matrix of the Board of Directors of CaixaBank

2025”.

NUMBER OF MEETINGS AND

ATTENDANCE (C.1.25)

During the financial year 2025, the Committee held

a total of 24 meetings, of which two were

extraordinary. One of these meetings was held

using remote means only.

The attendance of members, whether present or

represented, at the Committee's meetings during

2025 was as follows:


Member	Attendance/ No. of meetings in 2025 ^(*)	Attendance in 2025 (%)	Delegations
Tomás Muniesa	24/24	100.00%	-
Gonzalo Gortazar	24/24	100.00%	-
Eduardo Javier Sanchiz	23/24	95.83%	1
Cristina Garmendia	15/16	93.75%	1
María Amparo Moraleda	21/24	87.50%	3
Koro Usarraga	24/24	100.00%	-

(*) This column reflects in-person attendance, whether by physical or remote

means.

As regards the number of meetings, when the director has been appointed as

a member of the Committee during the year, only meetings from the date of

appointment are counted.

Note: Eva Castillo attended all the meetings of this Committee until her

departure effective 11 April 2025.

It should be noted that, during the meetings, and

with their attendance limited to specific items on

the agenda, senior executives from the Business

(7/24) and Risk (24/24) areas attended as guests,

including executives from subsidiaries within these

areas. In addition, the heads of the following areas

also attended: Accounting, Management Control

and Capital (6/24); Corporate Development (4/24);

Payments & Consumer (2/24); Sustainability (2/24);

Communication and Institutional Relations (2/24);

Digital Transformation and Advanced Analytics

(2/24); Finance (2/24); People (2/24); Insurance

(3/24); Legal Affairs (2/24); Operations (1/24);

Corporate & Investment Banking (1/24); as well as

the Chief Executive Officer of Banco Português de

Investimento (“BPI”) (1/24). In addition, the Chief

Executive Officer and the General Secretary and

Secretary to the Board presented matters to the

Committee.

FUNCTIONING

The Executive Committee has been delegated all

powers and authorities that may be delegated

under applicable law and the Company’s By-laws,

subject to the limitations set out in Article 5.5 of the

Regulation of the Board of Directors. The permanent

delegation of the Board's powers to this Committee

requires a vote in favour from at least two-thirds of

the Board members. (C.1.9)

The Committee establishes an annual plan that is

adapted to the needs that arise during the year and

meets as often as it is convened by its Chairman or

whoever may stand in for him or her.

Prior to each meeting, the relevant documentation

(agenda, reports and minutes) is made available in

advance to the Committee members through the IT

tools enabled for that purpose. The Executive

Committee follows up on its annual planning at

each meeting. After each meeting, its Chairman

reports to the full Board on the main matters

discussed and the decisions taken. Furthermore, the

minutes of the meetings, together with their

supporting documents and an executive summary,

are made available to all members of the Board of

Directors.

ACTIVITIES DURING THE YEAR

MONITORING OF RESULTS AND OTHER FINANCIAL

MATTERS

The Committee carried out extensive monitoring of

CaixaBank’s results and activity, as well as other

accounting and financial matters. With respect to

its activity, the Committee mainly examined

customer funds, the loan book and the NPL ratio. As

regards results, metrics such as net interest income,

fees and commissions, expenses, and impairment

charges were presented to the Committee. Along

the same lines, the Committee was presented with

information on activity and results broken down by

regional divisions.

The Committee received status updates on the

funding and liquidity position. Interest rate risk and

the strategy for its management were reviewed, as

well as the status of the fixed income portfolio. The

Committee received information on market

developments.

Moreover, the Committee was briefed on matters

relating to the dividend to be paid out in respect of

2024, as well as on the dividend plan for 2025. The

Committee was also briefed on matters relating to

the share buyback programmes, particularly their

degree of execution. It is also worth noting that the

Committee was briefed on the distributions carried

out under the 2022-2024 Strategic Plan.

Lastly, the Committee was provided with

information on the 2025 financial stress test

conducted by the European Banking Authority (EBA),

and the 2025 Supervisory Review and Evaluation

Process (SREP) was also discussed within the

Committee.

MONITORING OF PRODUCTS, SERVICES AND

OTHER BUSINESS ASPECTS

The Committee monitored matters relating to

products and services and other business-related

issues, examining specific segments in greater

detail.

As regards the Companies business, an overview

was presented covering, among other matters, the

main figures, relevant organisational and structural

issues, the key priorities under the Strategic Plan,

and the status of the challenges identified for 2025.

The priorities for 2025 were also set out.

Information was presented on the Corporate &

Investment Banking (CIB) business for the first

quarter of 2025, covering performance, resources

and challenges. The Committee also reviewed the

status of certain KPIs under the Strategic Plan, as

well as specific objectives of the 2025–2027

Sustainability Plan. The segment’s contribution in

terms of results and its positioning in sector studies

were likewise discussed.

Furthermore, the Committee was briefed on the

status and performance of the Facilitea business.

Looking at the Private Banking business, the current

situation was presented, with detailed information

provided, among other aspects, on the structure of

the centres and the number of clients and

relationship managers. The Committee was also

briefed on the priorities for 2025, as well as the

roadmap for the 2025–2027 period.

In the digital sphere, the Connecta initiative was

addressed, as a model for the remote

management of clients and support for other

business segments.

In addition, the Generación + project, aimed at

senior clients, was presented to the Committee in

response to demographic ageing and as a further

show of CaixaBank’s firm social commitment.

Moreover, the Committee received detailed

information on the subsidiaries business. More

precisely, information was presented on the results

and business performance of CaixaBank Payments

& Consumer, E.F.C., E.P., S.A. (“CaixaBank Payments &

Consumer”). In addition, the Committee was given a

detailed presentation of the business of Nuevo

Micro Bank, S.A., Sociedad Unipersonal (“MicroBank”),

including financial information, details on products,

and its social impact.

With regard to the insurance business, and looking

specifically at VidaCaixa, S.A.U. de Seguros y

Reaseguros (“VidaCaixa”), information was

presented on results, activity, monitoring of the

Strategic Plan, technological matters, and the

monitoring of investee companies such as

SegurCaixa Adeslas, S.A. de Seguros y Reaseguros.

Lastly, the Committee was briefed on the launch of

new digital services for Imagin customers.

MONITORING OF THE NPL RATIO, NON-

PERFORMING BALANCES, FORECLOSED ASSETS

AND OTHER ASPECTS

The Executive Committee regularly monitored risks

over the course of 2025.

In this regard, it was informed of developments in

credit risk, non-performing loans and the status of

foreclosed assets, as well as of the impact of the

geopolitical context on the loan book. Moreover,

information was presented on exposure by sector of

activity, particularly in higher-risk sectors, and on

the measures adopted. Lastly, aspects relating to

the SREP process were shared with the Committee

in the context of credit risk.

The Committee authorised the sale of several loan

portfolios. Information was provided, among other

matters, on their characteristics, the planned

timetable for the transactions, and their financial

impact.

The Committee was briefed on the characteristics

of the real estate portfolio managed by Building

Center, S.A.U. (“BuildingCenter”), and on the impact of

the Impulsa social programme, which aims to

provide social support and assistance to tenants in

social housing. Lastly, the Committee was informed

of several legislative amendments considered

relevant to the real estate sector.

ACTIVITY RELATING TO LENDING AND GUARANTEES

The Committee approved credit and guarantee

transactions meeting certain criteria and submitted

transactions to the Board for approval, all within the

scope of the powers vested in it. It also approved a

debt restructuring plan.

It also authorised the signing of framework

agreements for financial transactions, with a view

to mitigating the risk of fluctuating

interest rates for certain syndicated credit and

lending transactions.

The Committee was likewise briefed on lending

transactions approved under the urgent procedure,

and it received periodic reports on the activities of

the Standing Loan Committee.

ACTIVITY RELATED TO INVESTEE COMPANIES,

BRANCHES AND OTHER ENTITIES

The Committee passed resolutions relating to

wholly-owned subsidiaries, exercising its powers as

the sole shareholder. Specifically, it passed

resolutions relating, among other matters, to the re-

election and appointment of directors, the approval

of the annual financial statements, remuneration

matters and the reappointment of the statutory

auditor, as well as the acquisition of treasury shares

by subsidiaries of the CaixaBank Group for the

purpose of remunerating their executives.

Moreover, periodic reports on appointments,

reappointments and cessations at the CaixaBank

Group's main subsidiaries were approved, as well as

periodic reports on changes of directors at investee

companies.

The Committee received information on the

performance and valuation of investee companies,

associates and jointly controlled entities. In addition,

the Committee was briefed on the investments and

corporate transactions carried out in 2024, as well

as those envisaged for 2025.

Various resolutions were adopted in relation to

subsidiaries and representative offices, including,

among others, resolutions concerning changes of

registered office and appointments to positions.

Resolutions were also passed on the renewal and

appointment of members of the boards of trustees

of foundations.

The Committee approved the setting up of a

securitisation fund.

Sustainability and social activities

A presentation on the Fundación CaixaBank Dualiza

was delivered to the Committee, focusing on the

promotion of vocational education and training. The

activity carried out in 2024 was reviewed, together

with the general lines of the action plan for 2025

and its participation in collaborative campaigns.

The Committee was briefed on the regulatory

framework for sustainability reporting and, in this

regard, the transition to the Corporate Sustainability

Reporting Directive (CSRD) and the European

Sustainability Reporting Standards (ESRS) was

explained. The main challenges involved in

implementing the CSRD and the approach adopted

by CaixaBank were also presented, together with

the results of the double materiality assessment

and the governance of the project.

Last but not least, information on the Social Activity

programme across the branch network was

presented to the Committee.

OTHER ASPECTS

The quality targets model for 2025, together with the

metrics underpinning it, was presented to the

Committee.

Matters relating to corporate communications were

addressed, including, among others, brand tracking

and the presentation of the digital acceleration

plan. In addition, the Group-wide sponsorship

governance model was presented, establishing a

common framework for controlling reputational risk

in this area.

The Committee also analysed various business

opportunities in Portugal.

In the area of people management, a strategic

overview was provided on the evolution of the

model, detailing progress in areas such as skills

programmes, training, diversity and digital

platforms for employees. The Committee was also

provided with information on the status of the

Occupational Pension Plan.

The Committee was regularly briefed on litigation,

lawsuits and administrative proceedings, and was

also provided with a legal risk report and an update

on the trend in claims. It also approved various

amendments to the powers relating to the

acquisition of real estate for own use.

Throughout 2025, the Committee was regularly

briefed on treasury share transactions already

carried out, including information on share

purchases relating to the employee flexible

remuneration programme. A quarterly summary of

the investment portfolio transactions carried out by

CaixaBank was also presented.

The Committee also approved two synthetic

securitisation transactions, following a detailed

explanation of the respective proposals.

ANNUAL ASSESSMENT OF THE

COMMITTEE’S PERFORMANCE

This report was drawn up in accordance with Article

529 nonies of the Spanish Capital Companies Act,

as part of the annual assessment that the Board of

Directors is required to carry out of its own

performance and that of its Committees.

This Activity Report was drawn up by the Executive

Committee on 18 December 2025, in accordance

with the By-laws and the Regulation of the Board of

Directors, and was submitted to the Board for

approval.

During the 2025 financial year, the Executive Committee

concluded that the frequency and duration of the meetings held

were broadly appropriate to ensure its proper functioning and to

provide, when necessary, timely advice to the Board of Directors.

ACTIVITY REPORT OF THE APPOINTMENTS AND SUSTAINABILITY COMMITTEE

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

in Article 40 of the By-laws and Article 19 of the Regulation of the Board of Directors and in prevailing law and regulations.

COMPOSITION

The Appointments and Sustainability Committee

comprises a number of non-executive directors

determined by the Board, subject to a minimum of

three and a maximum of five members. A majority

of its members must be independent directors. The

members of the Appointments and Sustainability

Committee are appointed by the Board, at the

proposal of the Committee itself, and the Chairman

of the Committee is appointed from among the

independent directors who sit on the Committee.

As at 31 December 2025, the Committee is

composed of five members, with a balanced

representation between men and women (40 %

women).

During 2025, the composition of the Committee was

amended following the Annual General Meeting of

Shareholders held on 11 April. The Board resolved to

appoint Rosa María García as a new member of the

Committee following her appointment as a director,

and Fernando María Ulrich continued as a member

following his re-election (see Other Relevant

Information disclosure No. 34100 ).


Member	Position	Category	Date of first appointment
María Amparo Moraleda	Chairwoman	Independent	17/02/2022(1)(3)
Eduardo Javier Sanchiz	Member	Independent	22/05/2020(2)
Rosa María García	Member	Independent	11/04/2025
Fernando María Ulrich	Member	Other external	03/03/2021(4)
Peter Löscher	Member	Independent	31/03/2023

(1) Appointed as Chairwoman on 31 March 2023.

(2) Re-elected as a Board member on 8 April 2022.

(3) Re-elected as a Board member on 31 March 2023.

(4) Re-elected as a Board member on 11 April 2025

DISTRIBUTION OF COMMITTEE MEMBERS

BY CATEGORY

(% of total committee members)


% of independent directors	80%
% of other external directors	20%

The members of the Committee have been

appointed in consideration of their knowledge and

experience. For information purposes, the

professional career of each committee member

can be found under “Board of Directors – CVs of the

directors”.

Overall, the members of the Committee possess the

technical expertise required for the performance of

their duties, as reflected in the skills matrix available

in the section "Diversity on the Board of Directors –

Skills Matrix of the Board of Directors of CaixaBank

2025".

NUMBER OF MEETINGS AND

ATTENDANCE (C.1.25)

In 2025, the Committee met on 12 occasions, all of

which were held exclusively by remote means.

The attendance of members, whether present or

represented, at the Committee's meetings during

2025 was as follows


Member	Attendance/ No. of meetings in 2025 ^(*)	Attendance in 2025 (%) (since taking office)	Delegations
María Amparo Moraleda	12/12	100.00%	-
Eduardo Javier Sanchiz	12/12	100.00%	-
Rosa María García	7/8	87.50%	1
Fernando María Ulrich	10/12	83.00%	2
Peter Löscher	11/12	91.70%	-

(*) This column reflects in-person attendance, whether by physical or remote

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.

Note: Francisco Javier Campo attended all meetings of the Committee until

his effective departure on 11 April 2025.

During the meetings, the following area heads

attended as guests: Sustainability (10/12), Accounting

and Integrated Legal Reporting (4/12), People (4/12),

Internal Audit (1/12), Legal Affairs (2/12),

Communication and Institutional Relations (1/12),

and Finance (1/12). In all cases, their attendance was

limited to those items on the agenda that fell within

their respective remits. Likewise, the Committee was

briefed on matters relating to selection and

suitability assessment, appointments and corporate

governance, sustainability and governance, among

others.

FUNCTIONING

The Committee establishes an annual work plan,

which is adapted to the needs that arise during the

year, and meets whenever a meeting is deemed

appropriate for the proper discharge of its duties.

Meetings are announced by the Chairman, either

on their own initiative or at the request of two

committee members. It is also required to meet

whenever the Board or its Chairman requests the

issuance of a report or the submission of a

proposal.

Prior to each meeting, the relevant documentation

(agenda, reports and minutes) is made available in

advance to the Committee members through the IT

tools enabled for that purpose. The Appointments

and Sustainability Committee reviews the

implementation of its annual work plan at each of

its meetings. After each meeting, its Chairman

reports to the full Board on the main matters

discussed and the decisions taken. Furthermore, the

minutes of the meetings, together with their

supporting documents and an executive summary,

are made available to all members of the Board of

Directors.

Its functions 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 Lead Independent

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. Proposing 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 Lead Independent 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.

| Reporting to the Board on gender diversity

issues, and setting a target for representation of

the underrepresented sex on the Board and

developing 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 evaluating, 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

Lead Independent Director when assessing the

performance of the Chairman. Evaluating the

composition of the Management Committee, as

well as its replacement lists, to ensure coverage

as members come and go.

| Evaluating the suitability of the various

members of the Board of Directors as a whole,

and reporting the Board consequently.

| Periodically reviewing the Board selection and

appointment policy in relation to senior

executives and making recommendations.

| Overseeing and regularly assessing and

reviewing compliance with the Company's rules

and policies in environmental and social

matters, so as to confirm that it is fulfilling its

duty to promote the corporate interest and

catering, where appropriate, to the legitimate

interests of all other 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.

ACTIVITIES DURING THE YEAR

SELECTION, DIVERSITY AND ASSESSMENT OF THE

SUITABILITY OF DIRECTORS, SENIOR MANAGEMENT

AND OTHER KEY FUNCTION HOLDERS

In connection with the proposals for the re-election

of Teresa Santero, Koro Usarraga and Fernando

María Ulrich as directors submitted to the Annual

General Meeting of Shareholders held on 11 April

2025, the Committee assessed that these directors

continued to meet the fit and proper requirements

necessary to perform their roles. In doing so, it

evaluated their performance since their initial

appointment as directors and resolved to propose

to the Board, for submission to the Annual General

Meeting, the re-election of Koro Usarraga as an

independent director. It also issued a favourable

report in relation to the re-election of Fernando

María Ulrich as an other external director and, at the

proposal of FROB (Executive Resolution Authority)

and BFA Tenedora de Acciones, S.A.U., issued a

favourable report in relation to the re-election of

Teresa Santero as a proprietary director.

Likewise, in relation to the proposals for the

appointment of Rosa María García, Luis Álvarez and

Bernardo Sánchez as independent directors, the

Committee proposed to the Board that it, in turn,

propose to the Annual General Meeting the

appointment of Rosa María García, Luis Álvarez and

Bernardo Sánchez as independent directors, to fill

the vacancies arising from the resignation of José

Ignacio Goirigolzarri and the non-renewal of the

terms of office of Joaquín Ayuso and Francisco

Javier Campo.

Lastly, the Committee submitted a favourable

report to the Board of Directors on the proposal

made to the General Meeting of Shareholders for

the appointment of Pablo Arturo Forero as an other

external director, and for the appointment of José

María Méndez as a proprietary director, the latter at

the proposal of Fundación Bancaria Caixa d’Estalvis

i Pensions de Barcelona, “la Caixa” and Criteria

Caixa, S.A.U.

The Committee also carried out, as is customary,

the regular individual suitability assessment of all

directors and of senior executives and other key

function holders, concluding that all of them

continued to be suitable for the performance of

their respective positions and duties.

The Committee issued a favourable report to the

Board of Directors on the appointment of Amparo

Moraleda as Deputy Chairwoman, following the

vacancy arising from the appointment of Tomás

Muniesa as non-executive Chairman, with effect

from 1 January 2025.

In addition, the Committee was briefed on the

appointments, re-appointments and removals

approved at the Group’s most significant

subsidiaries.

SELECTION POLICY AND PROTOCOL, AND

SUCCESSION POLICY AND PLAN

The Committee issued a favourable report to the

Board on the proposal to review the Policy on

selection, diversity and suitability assessment of the

members of the Board and senior management

and other key function holders of CaixaBank and its

Group, as well as the Protocol on procedures for the

assessment of suitability and the appointment of

directors and senior management and other key

function holders at CaixaBank.

Likewise, the Committee issued a favourable report

and submitted to the Board the update of the

Succession Policy for the members of the Board of

Directors, senior management and other key

function holders of CaixaBank, as well as the

Succession Plan for key positions on the Board of

Directors, defining the required profiles and the

procedures for their appointment (whether planned

or unforeseen succession), and the succession plan

for key executives.

CORPORATE GOVERNANCE, INCLUDING THE

ANNUAL VERIFICATION OF DIRECTOR STATUS

The Committee agreed with the content of the

Annual Corporate Governance Report for 2024 and

issued a favourable report to the Board. It also

reviewed and confirmed the classification of the

directors (executive, independent, proprietary or

other external).

The Committee also approved a proposal to

enhance the aforementioned Annual Corporate

Governance Report, as well as the committees’

activity reports, with the aim of improving

transparency and eliminating duplication of

information reported on the committees’ activities

in both documents.

With regard to the annual self-assessment of the

performance of the Board and its Committees for

2024, the Committee agreed with the

recommendations set out in the improvement plan

document to be implemented in 2025 and

monitored their implementation.

Furthermore, following the 2025 Annual General

Meeting of Shareholders, the Committee issued a

favourable report on the proposed restructuring of

the committees, as well as on the appointment of

Cristina Garmendia as Chairwoman of the

Remuneration Committee.

Within the framework of its functions, the

Committee reported favourably on the initiation of

the 2025 self-assessment process and

subsequently analysed the conclusions set out in

the corresponding self-assessment report, which

was submitted to the Board for approval in

December 2025.

Moreover, the update of the contents of the

“Welcome Pack”, as well as the annual continuous

training plans, were approved, including both the

annual training plan for the members of the Board

of Directors for 2026 and the plans for the members

of the Audit and Control Committee and the Risks

Committee. Training programmes for new Board

members with no prior banking experience were

also approved.

In addition, on a six-monthly basis, the Lead

Independent Director presented a summary report

on their activities during the reporting period.

Lastly, the Committee issued a favourable report on

the proposed update of the Corporate Governance

Policy and the policy defining the structure of the

CaixaBank Group.

NON-FINANCIAL INFORMATION

The Committee reviewed the non-financial

information contained in the 2024 consolidated

Management Report, which includes the Non-

Financial Information Statement (NFIS).

SUSTAINABILITY/SOCIAL RESPONSIBILITY POLICIES

Corporate Sustainability Plan for 2025-2027

The Committee expressed its agreement with the

updates made to the following documents:

Sustainability Business Principles, Human Rights

Principles, Statement on Climate Change,

Statement on Nature, and the process for

adherence to corporate sustainability policies. In

addition, the Committee reported favourably to the

Board on the following reports: “Sustainability,

Socioeconomic Impact and Contribution to the

SDGs 2024 (SISE 2024)”, “Statement on Principal

Adverse Impacts of Investment and Insurance

Advice on Sustainability Factors”, “Statement on

Principal Adverse Impacts of Investment Decisions

on Sustainability Factors”, the Social Bond Impact

Report (“Social Bonds Report”), and the Green Bond

Impact Report (“Green Bonds Report”).

Likewise, the Committee reported to the Board on

the Sustainable Funding Framework (formerly the

Sustainable Financing Framework), which is used in

the market for explanatory purposes.

The Committee also reported on the update to the

Corporate Policy on the Management of

Sustainability/ESG Risks.

Throughout the year, the Committee monitors the

Sustainability Plan 2025–2027, which was approved

by the Board of Directors at its meeting in October

2024. The main objectives of this plan are to

transition towards a more sustainable economy

and to support the economic and social

development of all people.

The Committee was also informed of the main

conclusions of the reports prepared under the CSRD

and of the study carried out on the double

materiality assessment. The Committee was also

briefed on the update to the 2025–2027 target for

the sustainable financial income KPI, as well as other

documents such as the methodology for assessing

compliance with the KPI on the percentage of

financial income generated from sustainable

financing, the Sustainable Financing Identification

Guide, and the guides for calculating the KPIs under

the 2025–2027 plan, among others.

Lastly, with a view to keeping the members of the

Committee up to date, throughout 2025 the heads

of the various areas briefed the Committee on

regulatory developments in the fields of

sustainability and governance: the approval of the

draft bill transposing the CSRD framework into

Spanish law, as well as the proposal to defer its

entry into force by two years (to 2028); the approval

of the Organic Law on Balanced Representation; the

Omnibus package; and the new Guidelines of the

European Banking Authority (EBA) on the

management of environmental, social and

governance (ESG) risks.

ANNUAL ASSESSMENT OF THE COMMITTEE’S PERFORMANCE

CLIMATE AND ENVIRONMENTAL RISKS

The Committee monitored and issued a favourable

report on the commitment to achieve net-zero

During 2025, the Appointments and Sustainability Committee

concluded that the frequency and duration of the meetings

held were, overall, appropriate to ensure its proper

functioning and to provide, when necessary, timely advice to

the Board of Directors.

emissions by 2050. To this end, the Committee was

informed of progress in the relevant metrics,

including: (i) the net-zero strategic and operating

framework and the trend in decarbonisation

metrics; and (ii) engagement actions with

companies with credit exposure in sectors included

within the perimeter with decarbonisation targets.

An internal framework for the operationalisation of

decarbonisation was also updated.

With regard to the management and control of

climate and environmental risks, the Internal Capital

Adequacy Assessment Process (ICAAP) and the

Internal Recovery Plan (IRP) were reviewed, together

with the transition plan and the implementation of

the new EBA Guidelines on ESG risk management.

Updates and new features of the Internal Control

System for Sustainability Reporting (ICSR) were also

approved, among other measures.

This report was drawn up in accordance with Article

529 nonies of the Spanish Capital Companies Act,

as part of the annual assessment that the Board of

Directors is required to carry out of its own

performance and that of its Committees.

This Activity Report was drawn up by the

Appointments and Sustainability Committee on 15

December 2025, in accordance with the By-laws

and the Regulation of the Board of Directors, and

was submitted to the Board for approval.

ACTIVITY REPORT OF THE RISKS COMMITTEE

The organisation and functions of the Risks Committee are governed by Article 40 of the By-laws and Article 18 of the

Regulation of the Board of Directors.

NUMBER OF MEMBERS

The Risks Committee is composed of non-executive

directors, in the number determined by the Board,

with a minimum of three and a maximum of six

members, the majority of whom are independent

directors. The members of the Risks Committee are

appointed by the Board of Directors, on the

proposal of the Appointments and Sustainability

Committee, and the Chairman of the Committee is

appointed from among the independent directors

who are members of it.

As at 31 December 2025, the Committee is

composed of five members, with a balanced

representation between men and women (60 %

women).

During 2025, the composition of the Committee was

amended following the Annual General Meeting of

Shareholders held on 11 April. The Board resolved to

appoint Rosa María García and Pablo Arturo Forero

as new members of the Committee following their

appointment as directors, and Fernando María

Ulrich continued as a member following his re-

election (see Other Relevant Information

disclosure No. 34100).

COMPOSITION


Member	Position	Category	Date of first appointment
Koro Usarraga	Chairwoman	Independent	01/02/2018(1)(2)(4)(5)
Pablo Arturo Forero	Member	Other external	11/04/2025
Rosa María García	Member	Independent	11/04/2025
Fernando María Ulrich	Member	Other external	30/03/2021(4)
María Verónica Fisas	Member	Independent	22/05/2020(3)

(1) Appointed as Chairwoman on 31 March 2023.

(2) Re-elected as a Board member on 14 May 2021.

(3) Re-elected as a Board member on 22 March 2024.

(4) Re-elected as a Board member on 11 April 2025.

(5) Re-elected as Chairwoman on 11 April 2025.

DISTRIBUTION OF COMMITTEE MEMBERS

BY CATEGORY

(% of the total number of committee members)


% of independent directors	60%
% of other external directors	40%

The members of the Committee have been

appointed in consideration of their knowledge and

experience. For information purposes, the

professional career of each committee member

can be found under “Board of Directors – CVs of the

directors”.

Overall, the members of the Committee possess the

technical expertise required for the performance of

their duties, as reflected in the skills matrix available

in the section “Diversity on the Board of Directors –

Skills Matrix of the Board of Directors of CaixaBank

2025”.

NUMBER OF MEETINGS AND

ATTENDANCE (C.1.25)

In 2025, the Committee met on 13 occasions. During

that year, all meetings were held in person.

The attendance of members, whether present or

represented, at the Committee's meetings during

2025 was as follows:


Member	Attendance/No. of meetings in 2025 ^(*)	Attendance in 2025 (%)	Delegati ons
Koro Usarraga	13/13	100.00%	-
Pablo Arturo Forero	7/7	100.00%	-
Rosa María García	8/8	100.00%	-
Fernando María Ulrich	13/13	100.00%	-
María Verónica Fisas	11/13	84.60%	1

(*) This column reflects in-person attendance, whether by physical or remote

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.

Note: Joaquín Ayuso attended all meetings of the Committee until his effective

departure on 11 April 2025.

It should be noted that the following were present at

the meetings as guests, attending only for specific

items on the agenda: Chief Risk Officer (13/13), Head

of the Corporate Risk Management Function &

Planning (13/13) and Director de Enterprise Risk

Management & Planning (13/13), as well as heads of

Compliance and Control and Public Affairs (12/13),

Accounting, Management Control and Capital

(8/13), Chief Operating Officer (6/13), Legal Affairs

(5/13), Internal Audit (4/13), Sustainability (4/13),

People (4/13), Finance (3/13), Innovation (1/13) and

Communication and Institutional Relations (1/13),

together with directors from the different

subsidiaries.

FUNCTIONING

The Committee establishes an annual plan that is

adjusted to the needs that arise during the year

and meets whenever appropriate for the effective

performance of its duties. Meetings are convened

by the Chairwoman of the Committee, either on his

or her own initiative or at the request of two

members of the Committee.

Prior to each meeting, the relevant documentation

(agenda, reports and minutes) is made available in

advance to the Committee members through the IT

tools enabled for that purpose. At each meeting, the

Committee follows up on its annual planning and

subsequently reports to the Board on the main

issues discussed and decisions taken.

For the proper performance of its duties, the

Company ensures that the Risks Committee has

unimpeded access to information on the

Company's risk situation and, if necessary, the Risks

Committee may request the attendance at

meetings of persons within the organisation who

have duties related to its functions and may receive

such advice as may be necessary to form an

opinion on matters within its competence.

The Risks Committee follows up on its annual

planning at each meeting. After each meeting, its

Chairman reports to the full Board on the main

matters discussed and the decisions taken.

Furthermore, the minutes of the meetings, together

with their supporting documents and an executive

summary, are made available to all members of the

Board of Directors.

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 reviewing exposures with its main

customers and business sectors, as well as

broken down by geographic area and type of

risk.

| Reviewing risk reporting and control processes,

as well as 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 Regulation of the Board of Directors

and other regulations applicable to the

Company.

ACTIVITIES DURING THE YEAR

RISK CULTURE

The Committee monitored internal initiatives aimed

at promoting the risk culture across the institution, in

line with supervisory expectations and industry best

practices.

STRATEGIC RISK PROCESSES

Risk Assessment

The Committee reviews the Risk Assessment

process on an annual basis and reported

favourably to the Board on the outcome of the 2024

annual exercise, included in the ICAAP, which

showed a moderate-low level for the Group’s

aggregated risk profile.

The committee was briefed on the six-monthly

monitoring of potential emerging risks and

appraised the Risk Assessment as at June 2025. It

also reviewed the proposal for the annual update of

the top risk events, based on the outcome of the

Risk Assessment.

Corporate Risk Catalogue

The Committee issued a report to the Board

recommending that the Corporate Risk Catalogue

be updated. Ultimately, the 13 risks comprising Level 1

of the internal taxonomy were retained.

Risk Appetite Framework (RAF)

Lastly, with regard to the RAF, the Committee

received monthly information on the monitoring of

Level 1 metrics and, on a quarterly basis, information

on Level 2 metrics. The Committee also assessed

updates and developments in the RAF and issued a

favourable report to the Board on matters relating

to the Risk Appetite Statement and Level 1 RAF

metrics. It likewise monitored the metrics, paying

particular attention to compliance with the

thresholds in place.

SYSTEMATIC RISK MONITORING

The Committee receives monthly information on a

systematic basis through the various documents

that make up the Risk Scorecard, covering both

financial and non-financial risks, together with a

specific report on technology risk, focusing on

information security risk. In addition, a joint meeting

was held during the year with the Innovation,

Technology and Digital Transformation Committee,

at which a dedicated deep-dive was conducted to

examine technology risks, RAF metrics relating to IT

risk, and policies relating to technology risk

management.

GROUP RISK POLICIES

The Committee examined the timeline and

schedule for conducting the reviews and the status

of the general risk management policies, as well as

the annual approval of the Group’s Risk Policies, and

issued a report to the Board recommending that

governance of the general policies for the

management and control of financial and non-

financial risks be updated.

CAPITAL AND LIQUIDITY SELF-ASSESSMENT

PROCESSES

A further joint meeting was held with the Audit and

Control Committee, at which the Group’s capital

adequacy (ICAAP) and liquidity (ILAAP) processes

were overseen. Both the ICAAP and the ILAAP involve

various processes as an integral part of risk and

capital management, together with their scenarios

and the corresponding reports from the second

and third lines of defence. Moreover, a favourable

opinion was issued on the annual update of the

Liquidity Contingency Plan. The Committee was also

briefed on the ORSA (Own Risk and Solvency

Assessment) exercise at VidaCaixa.

RECOVERY PLAN

In coordination with the Audit and Control

Committee, a joint meeting was held to discuss and

assess the Group's Recovery Plan with year-end

2024 data, with a favourable report ultimately

submitted to the Board.

MONITORING OF THE RISK MANAGEMENT

FUNCTION

The Committee reported favourably to the Board on

the approval of the Master Plan of the Risk

Management Function 2025-2027, aligned with the

Strategic Plan. It also received information on of the

Annual Activity Report of the Group Risk

Management Function for 2024, as well as of the

monitoring of the 2025 Risk Master Plan. It likewise

received updates on supervisory activity related to

risk management.

MONITORING OF THE COMPLIANCE FUNCTION

The Committee monitored the compliance function

through the Compliance Plan and the 2024 Annual

Compliance Report. It was briefed on the strategic

lines of the 2025 Compliance Plan, on the approval

of which it reported favourably to the Board. It

regularly monitored supervisory and regulatory

requirements in the area of compliance and

received recurring information on the systems for

the prevention of money laundering and terrorist

financing, sanctions, market abuse, and the

consultation and whistleblowing channels, among

other matters.

REMUNERATION SYSTEMS

In accordance with its role of cooperating with the

Remuneration Committee in establishing sound

remuneration policies and practices, the

Committee analysed the risk alignment of variable

remuneration for senior management and the

Identified Staff, as well as the assessment of

individual targets for 2024, the setting of targets for

2025 and the proposed remuneration for 2025 of

the heads of the risk management and compliance

functions, namely the heads of Corporate Risk

Management Function & Planning and Compliance,

respectively. In addition, in accordance with the

Remuneration Policy, the annual approval of the

variable remuneration schemes was subject to the

favourable opinion of the Risks Committee, which is

required to ensure that such schemes are

consistent with the Company’s risk appetite.

OTHER REGULAR MONITORING ACTIVITY

In addition, as part of the risk monitoring function

entrusted to the Committee, the following matters

were also subject to regular oversight at its

meetings: (i) overall situation summary; (ii) minutes

of the Global Risks Committee; (iii) Pillar 3

Disclosures; (iv) note on risk management in the

financial statements; and (v) the assessment of

significant new products and their post-launch

monitoring.

OTHER BUSINESS

As a new development during the year, the

Committee issued a report to the Board

recommending the approval of the Prudential

Transition Plan; a strategic document describing

how risks arising from ESG factors are managed in

the context of the transition towards a climate-

neutral economy by 2050.

The Committee was also briefed during the year on

the following matters, among others: (i) 2024 Annual

Report on Risk Model Validation and the 2025 Annual

Plan; (ii) Annual Privacy

Report; (iii) 2024 Annual Report of the Financial

Information Reliability Department and the 2025

Annual Plan; (iv) newsletters on specific sector

analyses; (v) the Audit Risk Assessment; (vi) the

During 2025, the Risks

Committee concluded

that, in general, the

frequency and duration of

the meetings held were

adequate to ensure its

proper functioning and to

provide timely advice to

the Board of Directors

when required.

report on operational losses; (vii) specific focus

items on geopolitical events and detailed

monitoring of certain credit portfolios and

exposures, particularly in specific sectors of activity;

(viii) updates to IFRS 9 parameters; (ix) monitoring

of leveraged finance; (x) the non-maturity deposits

(NMD) model; and (xi) certain real estate risk stress

testing exercises.

The Committee also held three additional training

sessions during the year, covering the following

topics: (i) RAR (Risk-Adjusted Return); (ii) Artificial

Intelligence; and (iii) Internal Risk Control Systems

(IRCS) and economic capital.

MONOGRAPHIC MEETINGS

During 2025, the Committee held the following eight

monographic meetings for the purpose of

analysing in detail the following risks: (i) model risk;

(ii) fiduciary risk; (iii) outsourcing risk; (iv) technology

risk; (v) external fraud risk; (vi) operational risk; (vii)

legal and regulatory risk; and (viii) ESG risks.

Moreover, dedicated follow-up sessions were

presented to monitor risk management at the most

significant subsidiaries: BPI, VidaCaixa, CaixaBank

Payments & Consumer, MicroBank, CaixaBank Asset

Management, CaixaBank Wealth Management

Luxembourg, BuildingCenter and CaixaBank

Securitisation.

ANNUAL ASSESSMENT OF THE

COMMITTEE’S PERFORMANCE

This report was drawn up in accordance with Article

529 nonies of the Spanish Capital Companies Act,

as part of the annual assessment that the Board of

Directors is required to carry out of its own

performance and that of its Committees.

This Activity Report was drawn up by the Risks

Committee on 10 December 2025, in accordance

with the By-laws and the Regulation of the Board of

Directors, and was submitted to the Board for

approval.

ACTIVITY REPORT OF THE REMUNERATION COMMITTEE

Articles 40 and 20 of the By-laws and the Regulation of the Board of Directors and applicable legislation govern the

organisation and operation of the Remuneration Committee.

COMPOSITION

The Remuneration Committee comprises a number

of non-executive directors determined by the

Board, subject to a minimum of three and a

maximum of five members. A majority of its

members must be independent directors. The

members of the Remuneration Committee are

appointed by the Board of Directors, at the proposal

of the Appointments and Sustainability Committee,

and the Chairman of the Committee is appointed

from among the independent directors who are

members of the Committee.

As at 31 December 2025, the Committee is

composed of five members, with a balanced

representation between men and women (40 %

women).

During 2025, the composition of the Committee

changed following the Annual General Meeting of

Shareholders held on 11 April. The Board resolved to

appoint Luis Álvarez, Pablo Arturo Forero and José

María Méndez as new members of the Committee

following their appointment as directors, while Koro

Usarraga continued to sit on the Committee

following her re-election as a director. Likewise, the

Board resolved to appoint Cristina Garmendia as

Chairwoman of the Committee (see Other Relevant

Information disclosure No. 34100).


Member	Position	Category	Date of first appointment
Cristina Garmendia	Chairwoman	Independent	22/05/2020(1)(3)
Luis Álvarez	Member	Independent	11/04/2025
Pablo Arturo Forero	Member	Other external	11/04/2025
José María Méndez	Member	Proprietary	11/04/2025
Koro Usarraga	Member	Independent	31/03/2023(2)

(1) Re-elected as a member of the Board on 31 March 2023.

(2) Re-elected as a member of the Board on 11 April 2025.

(3) Appointed as Chairwoman on 11 April 2025.

DISTRIBUTION OF COMMITTEE MEMBERS

BY CATEGORY

(% of total committee members)


% of proprietary directors	20%
% of independent directors	60%
% of other external directors	20%

The members of the Committee have been

appointed in consideration of their knowledge and

experience. For information purposes, the

professional career of each committee member

can be found under “Board of Directors – CVs of the

directors”.

Overall, the members of the Committee possess the

technical expertise required for the performance of

their duties, as reflected in the skills matrix available

in the section “Diversity on the Board of Directors –

Skills Matrix of the Board of Directors of CaixaBank

2025”.

NUMBER OF MEETINGS AND

ATTENDANCE (C.1.25)

In 2025, the Committee met on seven occasions, all

of which were held exclusively as remote events.

Attendance among members in 2025 was as

follows:


Member	Attendance/No. of meetings in 2025 ^(*)	Attendance in 2025 (%)	Delegation s
Cristina Garmendia	7/7	100.00%	-
Luis Álvarez	5/5	100.00%	-
Pablo Arturo Forero	4/4	100.00%	-
José María Méndez	3/3	100.00%	-
Koro Usarraga	7/7	100.00%	-

(*) This column reflects in-person attendance, whether by physical or remote

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.

Note: Francisco Joaquín Ayuso and Eva Castillo attended all meetings of this

Committee until their effective departure on 11 April 2025.

It should be noted that, during the meetings, and

limiting their attendance to specific agenda items,

the Chief People Officer (5/7), as well as other

managers from that area, attended as guests. In

addition, the Head of Internal Audit (1/7) and

members of her team attended one of the

meetings.

FUNCTIONING

The Committee establishes an annual plan that is

adjusted to the needs that arise during the year

and meets whenever appropriate for the effective

performance of its duties. Meetings are convened

by the Chairman of the Committee, either on her

own initiative or at the request of two members of

the Committee.

Prior to each meeting, the relevant documentation

(agenda, reports and minutes) is made available in

advance to the Committee members through the IT

tools enabled for that purpose. The Remuneration

Committee monitors its annual planning at each

meeting. After each meeting, its Chairman reports

to the full Board on the main matters discussed and

the decisions taken. Furthermore, the minutes of the

meetings, together with their supporting documents

and an executive summary, are made available to

all members of the Board of Directors.

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.

| Overseeing compliance with the remuneration

policy for directors and senior executives, as

well as reporting on the basic conditions

established in the contracts entered into with

them and compliance therewith.

| Informing and preparing the Company's

general remuneration policy and in particular

those policies that relate to categories of

personnel whose professional activities have a

significant impact on the Company's risk profile

and those that aim to avoid or manage

conflicts of interest with clients.

| 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 General Meeting of

Shareholders, as well as reporting to the Board

on any remuneration-related proposals the

Board may intend to lay before the general

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.

ACTIVITIES DURING THE YEAR

REMUNERATION OF DIRECTORS, SENIOR

MANAGEMENT AND KEY FUNCTION HOLDERS

The Committee issued a favourable report and

submitted to the Board confirmation of the

achievement of the corporate targets under the

2024 bonus scheme for the executive directors, as

well as for the remaining members of the

Management Committee and Central Services,

together with confirmation of the achievement of

the individual targets for 2024 of the members of

the Management Committee and Central Services,

both of which apply to the Head of the Corporate

Risk Management Function & Planning and the Head

of Compliance. In addition, it issued a favourable

report to the Board supporting the proposed 2024

bonus for the outgoing executive Chairman, the

Chief Executive Officer, the members of the

Management Committee, the Head of the

Corporate Risk Management Function & Planning

and the Head of Compliance.

With regard to the proposed economic terms for

2025, a favourable report was issued on the

proposals relating to the Chief Executive Officer, the

members of the Management Committee, the Head

of the Corporate Risk Management Function &

Planning and the Head of Compliance.

As regards the targets for the 2025 financial year for

the 2025 bonus, the Committee issued a favourable

report on:

| the individual targets for the 2025 financial year

for the members of the Management

Committee, the Head of Corporate Risk

Management Function Planning (RMFP) and the

Head of Compliance.

| the proposed corporate metrics (bonus

scheme and corporate targets) for 2025 for the

Chief Executive Officer, the members of the

Management Committee, Central Services and

Territorial Services, which apply to holders of

independent business control functions in

accordance with the variable remuneration

model with annual and multi-year metrics in

force since 2022, and, subsequently, the

proposed corporate targets for 2025 for the

Chief Executive Officer and the members of the

Management Committee, as well as for Central

Services.

It issued a favourable report on the economic terms

for the 2025 financial year of the current non-

executive Chairman of the Board.

It also issued a favourable report on the update to

the remuneration of non-executive directors in their

capacity as such.

In addition, it issued a favourable report on the

proposed variable remuneration schemes for 2026

for the Chief Executive Officer, the members of the

Management Committee and Central Services.

GENERAL REMUNERATION POLICY. IDENTIFIED

STAFF REMUNERATION POLICY

It reviewed the request for exclusions from the 2025

Identified Staff population, as well as the annual

Internal Audit report on the process for identifying

members of the Identified Staff and the

management of the exclusions applied.

It also issued a favourable opinion on the

composition of the Identified Staff segment for 2026.

ANALYSIS, FORMULATION AND REVIEW OF

REMUNERATION PROGRAMMES

It approved the amendment of the protocol for the

approval and monitoring of the bonus pool, as well

as the amendment of the procedure for the

definition, approval and monitoring of qualitative

corporate targets.

It was likewise briefed on the 2024 wage register.

REPORTS AND REMUNERATION POLICY TO BE

SUBMITTED TO THE GENERAL MEETING OF

SHAREHOLDERS

It issued a favourable report on the proposal to be

submitted to the General Meeting of Shareholders

regarding the new Board Remuneration Policy,

together with the required reasoned report.

It also approved the motion for the delivery of

shares to the executive director as part of the

Company's variable remuneration programme.

Likewise, it was agreed to issue a favourable report

on the Board of Directors’ detailed recommendation

regarding the proposal to approve the maximum

level of variable remuneration for those employees

whose professional activities have a significant

impact on the Company’s risk profile.

In addition, a favourable report was issued on the

draft Annual Report on the Remuneration of

Directors for 2024, as reviewed by Internal Audit.

At the Company’s Annual General Meeting of

Shareholders held on 11 April 2025, these proposals,

set out under item “SIX” on the agenda, were

approved with the following voting percentages:


Proposal	For	Against	Abstentions
Setting of directors' remuneration	77.43%	22.41%	0.17%
Approval of the Remuneration Policy of the Board of Directors	76.61%	23.04%	0.35%
Delivery of shares to executive directors as payment for the variable component of their remuneration.	77.78%	0.29%	21.93%
Approval of the maximum level of variable remuneration for employees whose professional activities have a significant impact on the Company's risk profile	77.88%	0.35%	21.77%

OTHER BUSINESS

It was briefed on the supervisory exercises with an

impact on the area of remuneration, as well as of

the meetings held by the various officers with the

supervisors. The Committee was also given a

summary of the audits carried out by Internal Audit

in relation to remuneration.

ANNUAL ASSESSMENT OF THE

COMMITTEE’S PERFORMANCE

During 2025, the Remuneration

Committee concluded that, in

general, the frequency and

duration of the meetings held were

adequate to ensure its proper

functioning and to provide timely

advice to the Board of Directors

when required.

This report has been prepared in accordance with

Article 529 nonies of the Spanish Capital Companies

Act, within the framework of the annual evaluation

that the Board of Directors must carry out on its own

functioning and that of its Committees.

This Activity Report was drawn up by the

Remuneration Committee on 11 December 2025, in

accordance with the By-laws and the Regulation of

the Board of Directors, and was submitted to the

Board for approval.

ACTIVITY REPORT OF THE INNOVATION, TECHNOLOGY AND DIGITAL TRANSFORMATION

COMMITTEE

The Innovation, Technology and Digital Transformation Committee, its organisation and tasks are regulated in Article 21 of the

Regulation of the Board of Directors and in prevailing law and regulations.

COMPOSITION

The Innovation, Technology and Digital

Transformation Committee will be composed of a

minimum of three and a maximum of seven

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 Committee is chaired by the

Chairman of the Board.

As at 31 December 2025, the Committee is

composed of seven members, with women

accounting for 29 % of its membership. .

Since 1 January 2025, following his appointment as

Chairman of the Board of Directors, Tomás Muniesa

has served as Chairman of the Committee. Likewise,

the composition of the Committee was amended

following the Annual General Meeting of

Shareholders held on 11 April, with the Board

resolving to appoint Luis Álvarez and Bernardo

Sánchez as new members of the Committee

following their appointment as directors (see Other

Relevant Information disclosure No. 34100).


Member	Position	Category	Date of first appointment
Tomás Muniesa	Chairman	Proprietary	01/01/2018 ⁽²⁾
Gonzalo Gortazar	Member	Executive	23/05/2019 ⁽¹⁾
Luis Álvarez	Member	Independent	11/04/2025
Cristina Garmendia	Member	Independent	23/05/2019 ⁽¹⁾
Peter Löscher	Member	Independent	31/03/2023
Bernardo Sánchez	Member	Independent	11/04/2025
María Amparo Moraleda	Member	Independent	23/05/2019

(1) Re-elected member of the Board on 31 March 2023.

(2) Appointed Chairman on 30 October 2024, effective 1 January 2025.

DISTRIBUTION OF COMMITTEE MEMBERS

BY CATEGORY

(% of total committee members)


% of executive directors	14%
% of proprietary directors	14%
% of independent directors	71%

The members of the Committee have been

appointed in consideration of their knowledge and

experience. For information purposes, the

professional career of each committee member

can be found under “Board of Directors – CVs of the

directors”.

Overall, the members of the Committee possess the

technical expertise required for the performance of

their duties, as reflected in the skills matrix available

in the section “Diversity on the Board of Directors –

Skills Matrix of the Board of Directors of CaixaBank

2025”

NUMBER OF MEETINGS AND

ATTENDANCE (C.1.25)

During 2025, the Committee held a total of four

meetings, all of which were held in person.

The attendance of members, whether present or

represented, at the Committee's meetings during

the year was as follows:


Member	Attendance/ No. of meetings in 2025^*	Attendance in 2025 (%)	Delegations
Tomás Muniesa	4/4	100.00%	-
Gonzalo Gortazar	4/4	100.00%	-
Luis Álvarez	3/3	100.00%	-
Cristina Garmendia	4/4	100.00%	-
Peter Löscher	3/4	75.00%	1
Bernardo Sánchez	3/3	100.00%	-
María Amparo Moraleda	3/4	75.00%	-

(*) This column reflects in-person attendance, whether by physical or remote

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.

It should be noted that representatives from the

Operations Division (4/4) and the Digital

Transformation & Advanced Analytics Division (4/4)

attended the meetings as guests, all of them

limiting their attendance to specific items on the

agenda. In addition, the following persons attended

specific Committee meetings on an ad hoc basis:

representatives from the Payments & Consumers

Division (1/2); the Chief Operating Officer at

CaixaBank Payments & Consumer (1/4); the Risk

Division (1/4); the Corporate and Enterprise Risk

Management Function and Planning Division (1/4);

the IT and Digital Banking Audit Division (1/4); the

Compliance and Public Affairs Division (1/4); the

Chief Technology Officer (1/4); the Head of AI

Governance – CAIO (1/4); and the Head of Non-

Financial Risks (1/4).

FUNCTIONING

The Committee establishes an annual work plan,

which is adapted to the needs that arise during the

year, and meets whenever a meeting is deemed

appropriate for the proper discharge of its duties.

Meetings are announced by the Chairman, either

on their own initiative or at the request of two

committee members. It is also required to meet

whenever the Board or its Chairman requests the

issuance of a report or the submission of a

proposal.

Prior to each meeting, the relevant documentation

(agenda, reports and minutes) is made available in

advance to the Committee members through the IT

tools enabled for that purpose. The Innovation,

Technology and Digital Transformation Committee

reviews the implementation of its annual work plan

at each of its meetings. After each meeting, its

Chairman reports to the full Board on the main

matters discussed and the decisions taken.

Furthermore, the minutes of the meetings, together

with their supporting documents and an executive

summary, are made available to all members of the

Board of Directors.

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 ascribed to the Risks Committee and the

Board in relation to the supervision of

technological risks and cyber-security aspects.

ACTIVITIES DURING THE YEAR

MONITORING OF TECHNOLOGY AND INNOVATION

STRATEGIES

With a view to advising on the execution of the

Innovation Plan within the framework of the 2025–

2026 Strategic Plan, the Committee carried out an

in-depth analysis of the main technological

innovation trends in the fintech sector and reviewed

the priority initiatives linked to the launch of new

products and services at CaixaBank.

The Committee also reviewed proposals for

projects aimed at driving the development of

products based on digital technology (digital

assets) and digital identity solutions, conceived as

long-term initiatives, the development of which will

commence provided that a regulatory framework is

in force and consolidated.

PROGRESS IN IMPLEMENTING THE STRATEGIC

INFRASTRUCTURE PLAN

Project Cosmos was presented to the Committee,

setting out the strategic plan of the Operations

Division to modernise the institution’s infrastructure

and operations.

This plan is built around four key objectives: become

more agile, develop new services through

advanced technologies, enhance operational

efficiency, and strengthen the technology platform

OPERATIONS AND PAYMENTS; COGNITIVE

PLATFORM AND DATA; PROCESSES; CIB AND

MARKETS; AND RESILIENCE

The members of the Committee noted positive

progress in strategic projects such as the evolution

of the technological architecture, the integration of

generative artificial intelligence in digital channels

and the acceleration of transversal programmes

such as GalaxIA, DataNow and Miró, a project to

improve the functionalities of the CaixaBank app. It

was also emphasised that it is important to assess

clients’ digital capabilities, prioritise the areas with

the greatest impact on the business and user

experience, and ensure a robust governance model

to manage complexity and guarantee success.

KEY TRENDS, SOLUTIONS AND GOVERNANCE OF

ARTIFICIAL INTELLIGENCE (AI)

The Committee examined the main trends in the

use of artificial intelligence, as well as the initiatives

currently under development at CaixaBank. The

Committee was also informed of progress in the

governance of AI implemented at CaixaBank, as

well as of the specialised teams tasked with

managing it.

MONITORING OF TECHNOLOGICAL AND

CYBERSECURITY RISK

In discharging its duties, the Committee held a joint

meeting with the Risks Committee at which the

main technology risks, criticalities and trends

associated with financial activity and the

digitalisation of our clients’ habits were analysed.

The meeting mainly addressed issues related to the

regulatory framework for technology risk

management, the mitigating actions implemented,

RAF IT Risk metrics, as well as the associated risks.

STRATEGY AND CAPABILITIES IN DATA AND

ADVANCED ANALYTICS

The Committee was briefed on the status of the

Group’s analytics capabilities and reviewed

opportunities to improve data availability and use.

ANNUAL ASSESSMENT OF THE COMMITTEE’S PERFORMANCE

During 2025, the Innovation,

Technology and Digital

Transformation concluded that

the frequency and duration of

the meetings held were, overall,

appropriate to ensure its proper

functioning and to provide,

when necessary, timely advice

to the Board of Directors.

This report was drawn up in accordance with Article

529 nonies of the Spanish Capital Companies Act,

as part of the annual assessment that the Board of

Directors is required to carry out of its own

performance and that of its Committees.

This Activity Report was drawn up by the Innovation,

Technology and Digital Transformation Committee

on 10 December 2025, in accordance with the By-

laws and the Regulation of the Board of Directors,

and was submitted to the Board for approval.

ACTIVITY REPORT OF THE AUDIT AND CONTROL COMMITTEE

Articles 40 and 17 of the By-laws and the Regulation of the Board of Directors and applicable legislation describe the

organisation and operation of the Audit and Control Committee.

NUMBER OF MEMBERS

The Audit and Control Committee is composed

exclusively of non-executive directors, in a number

to be determined by the Board, between a

minimum of three and a maximum of seven. The

majority of the members of the Audit and Control

Committee are independent.

The Committee will appoint a Chairman from

among the independent directors. The Chairman

must be replaced every four years and may be re-

elected once a period of one year from his/her

departure has transpired.

As of 31 December 2025, the Committee is

composed of five members, with a balanced

representation between men and women (40 %

women).

The composition of the Committee was amended in

2025 following the Annual General Meeting of

Shareholders held on 11 April, with the Board

resolving to appoint Bernardo Sánchez and José

María Méndez as new members of the Committee

following their appointment as directors, while

Teresa Santero continued to sit on the Committee

following her re-election as a director (see Other

Relevant Information disclosure No. 34100).

COMPOSITION


Member	Position	Category	Date of first appointment
Eduardo Javier Sanchiz	Chairman (1)	Independent	01/02/2018(2)
Cristina Garmendia	Member	Independent	22/05/2020(3)
José María Méndez	Member	Proprietary	11/04/2025
Teresa Santero	Member	Proprietary	30/03/2021(4)
Bernardo Sánchez	Member	Independent	11/04/2025

(1) Appointed Chairman on 31 March 2023.

(2) Re-elected member of the Board on 6 April 2018 and 8 April 2022.

(3) Re-elected member of the Board on 31 March 2023.

(4) Re-elected member of the Board on 11 April 2025.

DISTRIBUTION OF COMMITTEE MEMBERS

BY CATEGORY

(% of total committee members)


% of proprietary directors	40%
% of independent directors	60%

The members of the Committee have been

appointed on the basis of their knowledge and

experience, particularly in the fields of accounting,

auditing and risk management. For information

purposes, the professional career of each

committee member can be found under “Board of

Directors – CVs of the directors”.

Overall, the members of the Committee possess the

technical expertise required for the performance of

their duties, as reflected in the skills matrix available

in the section “Diversity on the Board of Directors –

Skills Matrix of the Board of Directors of CaixaBank

2025”.

NUMBER OF MEETINGS AND

ATTENDANCE (C.1.25)

In 2025, the Committee met on 13 occasions. All

meetings during the year were held in person.

Attendance among members in 2025 was as

follows:


Member	Attendance/ No. of meetings in 2025(*)	Attendance in 2025 (%)	Delegations
Eduardo Javier Sanchiz	13/13	100.00%	-
Cristina Garmendia	13/13	100.00%	-
José María Méndez	5/6	83.30%	1
Teresa Santero	13/13	100.00%	-
Bernardo Sánchez	7/7	100.00%	-

(*) This column reflects in-person attendance, whether by physical or remote

means.

As regards the number of meetings, when the director has been appointed as

a member of the Committee during the year, only meetings from the date of

appointment are counted.

Note: Francisco Javier Campo and José Serna attended all meetings of the

Committee until their effective departure on 11 April 2025.

Notably, the following departments and roles

attended the meetings as guests, limiting their

attendance to specific items on the agenda: the

Accounting, Management Control and Capital

Division (13/13), Internal Audit (13/13), Sustainability

(3/13), Compliance and Control and Public Affairs

(11/13), ALM, Treasury & Funding (treasury shares)

(11/13), the Risk Management Function (RMF) (9/13),

Legal and Tax Advisory (8/13), Communication and

Institutional Relations (1/13), Corporate Development

(1/13), People (3/13), Risk (7/13), Business (2/13),

Insurance (1/13) and Operations (1/3). In addition, the

external auditor (7/13) and the sustainability

information assurance provider (3/13) presented

matters to the Committee.

FUNCTIONING

The Committee establishes an annual work plan,

which is adapted to the needs that arise during the

year, and meets on a quarterly basis as a rule, as

well as additionally whenever a meeting is deemed

appropriate for the proper discharge of its duties.

Meetings are convened by the Chairman of the

Committee, either on the Chair’s own initiative or at

the request of two members of the Committee.

Prior to each meeting, the relevant documentation

(agenda, reports and minutes) is made available in

advance to the Committee members through the IT

tools enabled for that purpose. In particular, in

discharging its duties 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 Audit and Control Committee follows up on its

annual planning at each meeting. After each

meeting, its Chairman reports to the full Board on

the main matters discussed and the decisions

taken. Furthermore, the minutes of the meetings,

together with their supporting documents and an

executive summary, are made available to all

members of the Board of Directors.

Its duties include:

| Reporting to the AGM on matters posed by

shareholders that fall within the

Committee’s remit 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.

| Overseeing 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.

| Ensuring that the Board presents the

financial statements 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.

Informing 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.

| Overseeing the effectiveness of internal control

systems, and discussing with the statutory

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.

| Overseeing the internal audit.

| Establishing and overseeing 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.

| Supervising the effectiveness of risk

management and control systems, in

coordination with the Risks Committee, when

necessary.

| Establishing appropriate relationships with the

external auditor, evaluating and supervising

these relationships.

| Supervising compliance with regulations on

related party transactions and providing

information to the Board or, if applicable, to the

AGM, on such transactions beforehand.

ACTIVITIES DURING THE YEAR

FINANCIAL AND NON-FINANCIAL (SUSTAINABILITY)

REPORTING

The Committee placed particular emphasis on

overseeing the process of preparing and submitting

the mandatory financial information, corporate

information and non-financial information, as well

as on monitoring the project to transpose the

Directive (EU) 2022/2464 on corporate sustainability

reporting (CSRD) and the proposed Omnibus

regulatory simplification. . The responsible areas

attended all the meetings held by the Committee

during 2025, enabling the Committee to be

informed sufficiently in advance about the process

for preparing the interim financial information and

the separate and consolidated financial

statements, as well as information relating to

results. The Committee reviewed and endorsed the

principles, valuation criteria, judgements and

estimates, and accounting practices applied by

CaixaBank, and oversaw their compliance with

accounting regulations and the criteria established

by the relevant regulators and supervisors. All of this

to ensure the integrity of accounting and financial

information systems, including financial and

operational control and compliance with applicable

legislation.

At its meeting of 19 February, the Committee issued

a favourable report on the financial statements as

at 31 December 2024, prior to their authorisation for

issue by the Board of Directors. Likewise, the

European Single Electronic Format (ESEF) was used

to draw up the annual financial information.

Likewise, on 28 April, 28 July and 29 October 2025,

the Committee issued favourable reports on the

financial statements as at 31 March, 30 June and 30

September 2025, respectively, also prior to their

authorisation for issue by the Board of Directors.

The Committee oversaw the effectiveness and

operation of the internal controls carried out to

provide reasonable assurance as to the reliability of

the financial and non-financial information that

CaixaBank provides to the market. The Head of

Internal Financial Control presented his annual and

quarterly reports on the functioning of the Internal

Control over Financial Reporting (ICFR) system. The

conclusions were that the Company has

appropriate procedures and the necessary controls

in place to establish a robust system that operated

effectively during the year. Information relating to

the ICFR system is also subject to review by both the

internal and external auditors, who have indicated

that no issues have been identified that could affect

it.

The Committee likewise reviewed and verified the

Non-Financial Information Statement and

Sustainability Report included as part of the

Management Report, focusing on the main

indicators, and also oversaw the operation and

control environment in place, taking into account

the guidelines and recommendations issued by the

supervisor. The Head of Financial Internal Control

presented the annual report on the operation of the

Internal Control over Non-Financial Reporting

System (ICFRS), concluding that the Company has

the appropriate procedures and necessary controls

in place to constitute a robust system, which

operated effectively throughout the 2025 financial

year. Moreover, the Non-Financial Information

Statement, as required under the regulations

applicable to the year, underwent a specific

assurance process by an external expert who, prior

to issuing the corresponding report, reported to the

Committee on the review process, its methodology

and the scope of the engagements carried out.

The Committee analysed the Group’s double

materiality assessment for 2025, prepared in line

with the Corporate Sustainability Reporting Directive

(CSRD), focusing in particular on priority matters

looking forwards.

Moreover, the Committee regularly monitored the

performance and trend in the main figures

contained in the statement of profit or loss and

balance sheet, as well as the status of legal

contingencies and their provisions, and details of

the Group’s liquidity and capital adequacy position.

Likewise, the Committee issued a favourable report

to the Board of Directors on the severely adverse

scenario of the 2024 ICAAP (Internal Capital

Adequacy Assessment Process), as well as on the

economic capital of the CaixaBank Group as at

December 2024. It was also briefed, in accordance

with the Pillar III disclosure standard and prior to its

approval by the Board of Directors, of the annual

Pillar 3 information, as well as the selection of that

information to be published each quarter.

It should be noted that, during the year, the

Committee was regularly informed of monitoring

activities within the scope of the Single Supervisory

Mechanism, including the annual findings of the

Supervisory Review and Evaluation Process (SREP).

The Committee also regularly monitored the main

accounting figures, the various audit tests and the

accounting impacts. Notably, no contributions to

the Single Resolution Fund or the Deposit Guarantee

Fund were made in 2025, as the capitalisation

targets established in 2024 had already been met.

Among other matters, the Committee also oversaw

the procedures and methodology followed to

determine the impacts. The committee was also

informed of the priorities and planning relating to

supervisory activity for 2025, of the consistent

application of International Financial Reporting

Standards (IFRS) by listed entities, and it monitored

regulatory developments in the area of

sustainability disclosures, in particular those

included in the Management Report.

The Committee reviewed the update of the

Statement on Principal Adverse Impacts (PIAS), in

accordance with the requirements of Regulation

(EU) 2019/2088 (SFDR, Sustainable Finance Disclosure

Regulation), and issued a favourable report to the

Board of Directors on its publication.

Likewise, the Committee issued a favourable report

to the Board of Directors on the review of the

Corporate Policy on the management and control

of the reliability of information. The Committee also

reported favourably to the Board on the proposal to

distribute an interim dividend in the last quarter of

the year.

Risk management and control

Pursuant to Spanish Law 10/2014 of 26 June on the

organisation, supervision and solvency of credit

institutions, CaixaBank has a Risks Committee

tasked with proposing to the Board the risk control

and management policies and strategies and

advising on the Company’s overall current and

future risk appetite, including the assessment of

compliance risk within its remit and decision-

making purview. The Audit Committee is entrusted

with the ultimate oversight of the effectiveness of

the Company’s internal control and risk

management systems.

In addition, the Risks Committee and the Audit and

Control Committee continued to pursue their

strategy of strengthening interaction and

coordination in all matters relating to risk oversight.

Both committees held two joint meetings during the

year, at which they reviewed the risk scenarios and

CaixaBank’s concise statement on the Internal

Capital Adequacy Assessment Process (ICAAP) and

the Internal Liquidity Adequacy Assessment Process

(ILAAP), the liquidity contingency plan, as well as the

CaixaBank Group Recovery Plan. The Audit and

Control Committee was also informed of the

update to the recalibration of provisioning

parameters under IFRS 9 and backtesting, among

other matters. The Committee also reviewed the

corresponding assessments carried out by the

Second and Third Lines of Defence in relation to the

matters mentioned and issued a favourable report

to the Board of Directors on such matters.

Moreover, the Head of Financial Internal Control, as

the Second Line of Defence, presented the Annual

Report of the Financial Information Reliability

Division, covering its management and control

functions in relation to the reliability of financial

information during 2024, the planning and projects

envisaged for 2025 in respect of financial

information reliability, as well as the monitoring of

the indicators of the Internal Risk Control System.

The Head of the RMF, also acting as the Second Line

of Defence, presented to the Committee the 2024

Activity Report of the Risk Management Function

and reported on the reviews carried out of the 2025

budget preparation process. She also reported on

the reasonableness and suitability of the

methodology used to assess impairment risk at

investee companies, the validation of the

assumptions and resulting valuations, and the

robustness of the valuation models for such risk.

Moreover, she reviewed the judgements and

estimates applied in the model for the utilisation of

deferred tax assets, as well as the criteria used in

valuation reports and the impairment testing of

goodwill.

The Committee analysed the applicable regulatory

requirements and prudential regulation. More

precisely, the Committee issued a favourable report

to the Board of Directors on the review of the

Charter of the Risk Management Function and the

Corporate Policy on Governance and Internal

Control.

Regulatory compliance

The Committee carries out continuous supervisory

work on matters relating to regulatory compliance

at the Company.

During the year, the Committee was presented with

the annual report of the function, which sets out the

most significant aspects of the previous financial

year in relation to the Risk Management Model and

the Risk Control Environment, over which the

compliance function has been assigned Second

Line of Defence oversight responsibilities, together

with the main activities carried out during the year.

The Committee is also involved in determining the

variable remuneration of the function holder, which

is approved by the Board of Directors at the

proposal of the Remuneration Committee, carrying

out an annual assessment of the fulfilment of their

duties and the achievement of the targets set.

The Committee also analysed the reports, both

internal and external, that were submitted to the

Committee by this function. Among the internal

reports, particular note should be made of the

regular reports on the application of the Internal

Rules of Conduct in the Securities Markets (IRC), the

reports on compliance with the Policy, Principles of

Action and internal rules of conduct governing the

benchmark interest rate contribution process, as

well as the reports on the Internal Reporting System,

including data on the volume of queries and

whistleblowing reports received.

With regard to external reports, it should be noted

that the full report of the external expert, required

under Article 28 of Law 10/2020 on the prevention of

money laundering and terrorist financing, as at 31

December 2024, was reviewed by the Committee.

During the year, the Committee monitored the

degree of progress made towards the initiatives

implemented in relation to the prevention of money

laundering and terrorist financing across the Group.

This was achieved through regular reporting by the

Compliance area, thus allowing the Committee to

hear about and oversee updates to the Group’s

prevention system.

The Committee was regularly briefed on the

identification and assessment of the risks detected

by the Compliance function; of the nature and

effectiveness of the measures proposed to address

those risks; of the monitoring of significant

subsidiaries, such as BPI; of the assessment of

conduct risk; of the monitoring of mandatory

regulatory training and the qualitative compliance-

related targets; and of the certifications obtained or

renewed by the function.

The Committee was also given regular status

updates in relation to the requirements issued by

the various regulators and supervisors, as well as of

inspection and supervisory actions and the

progress made in implementing conduct and

compliance recommendations.

The Committee also received information on the

follow-up audits carried out in respect of the UNE

19601 criminal compliance management system,

the ISO 37001 anti-bribery management system and

the ISO 37301 compliance management system

held by the Company.

Internal audit

Among its functions, the Committee is entrusted

with overseeing the effectiveness of the internal

audit function, ensuring the proper functioning of

information and internal control systems, as well as

the function’s independence and the appropriate

risk-based focus of its work plans.

The Committee is also involved in determining the

variable remuneration of the Head of the Internal

Audit function, which is approved by the Board of

Directors at the proposal of the Remuneration

Committee, carrying out an annual assessment of

the fulfilment of her duties and the achievement of

the targets set in relation to variable remuneration.

Accordingly, the Committee was briefed on the

2024 Internal Audit Activity Report, on the

completion of the 2022–2024 Internal Audit Strategic

Plan, and on the monitoring of the new 2025–2027

Internal Audit Strategic Plan, in relation to which it

received regular updates.

The Committee also received information on the

degree of achievement of the targets set for the

Internal Audit function in the previous financial year,

expressed a positive view of their level of fulfilment

and the performance of the function, and approved

the targets to be pursued in 2025.

The Internal Audit function reported regularly to the

Committee on the monitoring and progress

towards the 2025 Annual Internal Audit Plan,

presented in December of the previous year and

approved by the Board of Directors at the

Committee’s proposal, with the Committee

overseeing its implementation.

Accordingly, Internal Audit reported satisfactory

progress towards the plan, with no noteworthy

developments during the year. The Committee was

also presented with the 2026 Annual Internal Audit

Plan, which will be reported to the Board of Directors

prior to its approval.

The Committee also received information on

thematic reviews carried out across a single control

environment, including sustainability, cybersecurity,

remuneration, the control environment for the

branch network, the Journey to Cloud, internal risk

models, as well as internal control at the Group’s

most significant subsidiaries, such as Banco BPI,

CaixaBank Payments & Consumer, VidaCaixa,

CaixaBank Asset Management and BuildingCenter,

with Internal Audit operating under a corporate-

wide remit and providing a systematic approach to

the assessment and enhancement of risk

management processes and internal controls

across the Group’s activities and businesses.

Internal Audit also reported on the review

engagements carried out on the financial

statements and the consolidated Management

Report, the Annual Corporate Governance Report,

the Annual Report on Directors’ Remuneration, the

sustainability information and the Recovery Plan, as

well as the double materiality assessment, among

other matters.

On 28 January 2025, the Committee received the

Independence Statement of the Internal Audit

function of CaixaBank, prepared in compliance with

the Group’s Internal Audit Charter.

Relationship with the statutory auditor /

sustainability information assurance

provider

The Committee maintained ongoing and fluid

contact with PwC, CaixaBank’s external auditor,

throughout 2025. In accordance with the

established plan, the lead members of PwC’s

external audit team attended nine of the thirteen

meetings held, while the sustainability information

assurance provider attended three of the thirteen

meetings. Likewise, at least once a year the

members of the Committee meet with the external

auditors without the presence of the Company’s

management, with the aim of gaining an

understanding of the auditors’ views on the

performance of their work, their relationship with the

various counterparts within CaixaBank, and their

assessment of the Company’s performance.

Likewise, PwC presented the Committee with the

annual plan for the performance of the audit

engagements, including the timetable and audit

approach, detailing the activities and validations to

be carried out. PwC also gave regular updates on

the progress of the annual audit plan, as well as on

the planning and status of the sustainability

information review engagements for 2025.

The Committee received the auditor’s

independence statement for the previous financial

year, confirming compliance with the applicable

independence requirements set out in the Audit Act

and in Regulation (EU) No 537/2014 of 16 April.

Moreover, given the Company’s status as a Public

Interest Entity, in accordance with audit regulations,

the external auditor submitted the Additional Report

for the Audit and Control Committee for the 2024

financial year.

Likewise, at its meeting of 19 February 2025, and prior

to the issuance of the audit report on the 2024

financial statements, the Committee approved the

report on the independence of the auditors,

expressing a favourable opinion.

At the meetings held prior to the approval of the

mandatory financial information, PwC

communicated its preliminary conclusions to the

Committee, together with all significant matters on

which the Committee must be informed, in

accordance with the regulations governing

statutory audit activity.

It also reported to the Committee on various

mandatory reports, such as the Supplementary

Report to the Audit Report on the Financial

Statements submitted to the Bank of Spain and the

2024 Client Asset Protection Report.

During the year, the Committee received

information on any matters that could potentially

compromise the auditor’s independence. The

Committee analysed and, where appropriate,

authorised the provision by the statutory auditors of

non-audit services, after considering, among other

aspects, the nature of the services, the legally

applicable quantitative limits, those voluntarily

established by the Committee, and the existence of

any threats to the auditor’s independence and the

safeguards put in place.

During the year, the Committee recommended the

re-appointment of PricewaterhouseCoopers

Auditores, S.L. (“PwC”) as statutory auditor of

CaixaBank and its consolidated Group for the 2026

financial year, following a positive assessment as to

its compliance with the requirements of

independence, objectivity, professional

competence and quality required under the

legislation applicable to public-interest entities and

under CaixaBank’s own internal rules and standards.

This re-appointment was approved at the Annual

General Meeting held on 12 April 2025. Previously, the

auditor had been appointed for a three-year term

(2018–2020) and subsequently re-appointed on an

annual basis.

Communications with regulatory bodies

The Committee received regular status updates

during the year on matters relating to

communication and regulatory requirements, as

well as meetings held by CaixaBank’s senior officers

with the competent supervisory bodies.

The status and follow-up of recommendations and

actions from the European Central Bank, as well as

from other supervisory authorities, were also

reported on a regular basis.

Duties in relation to related party

transactions

Law 5/2021 of 12 April, which amends the revised text

of the Spanish Companies Act, approved by Royal

Legislative Decree 1/2010 of 2 July, and other

financial regulations with respect to promoting the

long‑term engagement of shareholders in listed

companies, introduced the new regime applicable

to related‑party transactions through Chapter VII

bis (Related‑Party Transactions) of the Spanish

Companies Act.

Internally, related party transactions are governed

by CaixaBank's Protocol on related party

transactions, the most recent revision of which was

approved by the Board of Directors on 27 March

2025. This protocol further regulates the related

party transactions set out in the By-laws and the

Regulation of the Board of Directors, establishing the

internal procedure for the identification, analysis,

approval, monitoring and control of related party

transactions and, among other matters, providing

for the creation of an internal working group to

assist the governing bodies in the performance of

their duties in this connection.

The aforementioned internal regulations provide

that related party transactions must be authorised

in advance by the Board of Directors, subject to a

prior favourable report from the Audit and Control

Committee, except in cases where approval falls

within the remit of the Annual General Meeting, in

which case a prior favourable report from the

Committee will also be required. Specifically, the

Board has the power to approve transactions that

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

directors; (ii) shareholders holding 10 % or more of

the voting rights or represented on the board; or (iii)

with any other persons who are to be considered

related parties in accordance with International

Accounting Standards, adopted pursuant to

Regulation (EC) 1606/2002.

However, such authorisation by the Board of

Directors shall not be necessary and may be

delegated to the Audit Committee or other internal

bodies, provided that:

a. The transactions are carried out between

CaixaBank and companies forming part of the

Group, and take place in the ordinary course of

business and at arm’s length;

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 or when

aggregated with other transactions made with

the same counterparty over the past 12 months

do not exceed 0.35 % of the net turnover of the

Company.

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.

Without prejudice to the fact that transactions

delegated by the Board do not require a prior report

from the Audit and Control Committee, the

Committee still receives, on a half-yearly basis, a

report from the internal working group responsible

for analysing related party transactions. The report

details the transactions carried out during the

relevant period, for the purpose of verifying their

fairness and transparency and compliance with the

legal criteria applicable to the delegation of

approval of related party transactions.

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 Regulation of the

Board of Directors, to the regulations governing and

disciplining credit institutions and the guidelines of

the supervisor in this area.

In addition to the foregoing, the Company will

publicly announce, no later than the day of their

execution, any related party transactions carried

out by the Company or its Group companies, whose

amount reaches or exceeds 5 % of the total asset

items or 2.5 % of the annual turnover, as required by

law. Furthermore, it will report on related party

transactions in the six-monthly financial statements,

the annual corporate governance report and the

notes to the annual financial statements in the

cases and with the scope established by law.

In this regard, this section of the present report

includes information on related party transactions

as referred to in Recommendation Six, paragraph

(c), of the Good Governance Code for Listed

Companies issued by the National Securities Market

Commission (CNMV).

In 2025, the Committee analysed and reported on

transactions carried out by the Company with

parties related to CaixaBank. In this connection, the

Committee resolved to issue a favourable report to

the Board of Directors, at the meetings held on 28

January, 25 June, 28 July, 23 September, 26

November and 17 December 2025, in respect of 11

related party transactions, prior to their approval by

the Board of Directors, confirming that they were

fair and reasonable in the eyes of the Company

and its shareholders.

It is also worth noting that during 2025 no significant

shareholder of CaixaBank (nor any company

forming part of their respective groups), nor any

director or member of CaixaBank’s Management

Committee (or their related parties), carried out,

with CaixaBank or companies within its Group, any

significant transactions based on the amount

involved or material by reason of their nature.

Lastly, in compliance with Article 529 duovicies of

the Spanish Capital Companies Act, the Audit and

Control Committee received, at its meetings of 19

February and 28 July 2025, the corresponding half-

yearly reports from the internal working group

tasked with analysing related party transactions,

relating respectively to the second half of 2024 and

the first half of 2025. These reports set out the

related party transactions the approval of which

had been delegated by the Board of Directors, for

the purpose of verifying their fairness and

transparency.

Other business

In accordance with its annual activity plan, the

Committee was regularly briefed during the year by

the heads of the tax area, who reported, among

other matters, on the most salient tax issues

affecting the Company in the fulfilment of its tax

obligations, particularly changes and developments

in the fiscal area and, where applicable, the

monitoring of their implementation, the tax

assessments of the Spanish Tax Group, as well as

the relations of the Company and its Group with tax

regulators and supervisory authorities. Details were

also provided on the tax report included within the

larger Management Report accompanying the

Company’s financial statements; on the 2025

In 2025, the Audit and Control

Committee concluded that the

frequency and duration of the

meetings held were, overall,

appropriate to ensure its proper

functioning and to provide,

when necessary, timely advice

to the Board of Directors.

informative tax returns, the filing of which reflects

the work carried out during 2024 and includes,

among other tasks, monitoring impending tax

changes and developments yet to be implemented

by the Tax Office, the Company’s tax management,

and the key figures relating to the Group’s tax

contribution and tax information for 2024. The

Committee was also informed that, for a further

year, CaixaBank had duly submitted its Annual Tax

Transparency Report under the Code of Good Tax

Practices, with a view to strengthening the

cooperative relationship and, in particular, fostering

transparency and legal certainty in the fulfilment of

tax obligations. The Committee was also briefed on

the renewal of the UNE 19602 Tax Compliance

certification issued by AENOR, which CaixaBank first

obtained in 2022, as well as of recent legislative and

case-law developments in tax matters.

The Committee also received information on the

main lines of activity of the Business Control

function, including both the report on activities

carried out during the 2024 financial year and its

Annual Plan for 2025, as well as activities relating to

the management of treasury shares.

ANNUAL ASSESSMENT OF THE

COMMITTEE’S PERFORMANCE

This report has been prepared in accordance with

Article 529 nonies of the Spanish Capital Companies

Act, within the framework of the annual evaluation

that the Board of Directors must carry out on its own

functioning and that of its Committees.

This Activity Report was drawn up by the Audit and

Control Committee on 17 December 2025, in

accordance with the By-laws and the Regulation of

the Board of Directors, and was submitted to the

Board for approval.

Set out below is a more detailed description of the

Committee’s activities in relation to the supervision

of financial and non-financial (sustainability)

reporting, oversight of the external auditor and

assurance provider, and monitoring of related party

transactions, to comply with Circular 3/2021 of the

CNMV, which contains the templates for the Annual

Corporate Governance Report and the Annual

Report on the Remuneration of Directors:

a) Monitoring of financial and non-financial

reporting (sustainability) (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.

Ordinarily, the Committee meets once a month, as

indicated previously, to review the mandatory

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 assurance provider, and if any type of

review report is issued, the statutory auditor. In

addition, during the 2025 financial year, the external

auditor and assurance provider held a meeting with

the Board of Directors in full to report on the work

they had carried out and developments in the

Company’s accounting and risk situation.

The individual and consolidated financial

statements presented to the Board for approval are

not pre-certified. Without prejudice to the foregoing,

it is hereby stated that the Internal Control over

Financial Reporting (ICFR) process and the financial

statements as at 31 December 2025, which form

part of the financial statements for the year, are

subject to certification by the Company’s Head of

Internal Control and Validation. (C.1.27)

b) Monitoring the independence of the

external auditor and the assurance provider

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 statutory 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 general meeting of shareholders at

which the reappointment has been agreed. Once

the maximum term of ten years has expired, re-

election shall only be possible, exceptionally, in the

cases provided for in the aforementioned

regulations.

To further safeguard the independence of the

auditor, the Company's By-laws stipulate that the

General Meeting of Shareholders 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 statutory auditor and

assurance provider to obtain information on any

issues that could jeopardise their independence,

and any other information related to the process of

conducting the audit of the accounts and verifying

the sustainability information. In any case, the

Committee must receive from the external auditors

and assurance provider an annual declaration

confirming their independence in relation to the

Group, along with information on any additional

services of any kind they, or entities or individuals

linked to them, have provided to the Group. 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)


8	8	31%	31%
Individual	Consolidated	Individual	Consolidated
Number of uninterrupted years of PWC as statutory auditor (C.1.34)		% of years audited by PWC out of the total years audited (C.1.34)


The audit firm also performs non-audit work for the Company and/or its Group:
(C.1.32)	CaixaBank	Subsidiaries	Group total
Amount of non-audit work (thousands of €)	1,157	224	1,381
% Amount of non-audit work / Amount of audit work	33%	7%	20%
Note: The indicated ratio (20 %) has been determined for the purpose of preparing the Annual Corporate Governance Report on the basis of the audit fees for the financial year 2025. The regulatory ratio determined on the basis of the provisions of Regulation (EU) No 537/2014 of the European Parliament and of the Council on specific requirements for the statutory audit of public interest entities in its Article 4(2), estimated on the basis of the average audit fees of the previous three financial years, amounts to 21 % (see Note 33 to the consolidated financial statements).

Within 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

statutory auditor is submitted to the Audit and

Control Committee. This evaluation is coordinated

by the Accounting, Management Control and

Capital Division and addresses the development of

the external audit process, including: (i) compliance

with the requirements of independence, objectivity,

professional competence and quality and (ii) the

appropriateness of audit fees for the engagement.

Therefore, the Committee has proposed to the

Board and the latter to the AGM, the re-election of

PwC Auditores, S.L. as statutory auditors of the

Company and its consolidated Group for the

financial year 2026. (C.1.31)

The audit report on the annual financial statements

for the previous financial year does not include any

qualifications or reservations (C.1.33)

Finally, for the purposes of the transposition into

Spanish law of EU Directive 2022/2464 on Corporate

Sustainability Reporting (CSRD), as amended by the

Omnibus Directive, the Company, as an entity

subject to this directive, is evaluating the principles

that should govern the selection, hiring,

appointment, re-election and dismissal of the

assurance provider, as well as the framework of

relations between the two, considering the new

features introduced.

c) Monitoring of related party transactions

(D.1, D.2, D.3, D.4, D.5, D.6 and A.5)

In addition to the contents of the section on the

Audit and Control Committee's Activity Report and

to ensure compliance with the provisions of CNMV

Circular 3/2021, the following information on related

party transactions is included below: 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; and

(v) to regulate the flow of information to comply

with periodic reporting obligations. The

aforementioned Protocol is available on the

corporate website, and compliance is subject to

annual oversight by the Committee. Without

prejudice to the foregoing, the Internal Relations

Protocol also establishes the general criteria for

carrying out transactions or providing services

under market conditions, as well as identifying the

services that FBLC Group companies provide and

may provide to CaixaBank Group companies and

those that CaixaBank Group companies provide or

may provide, in turn, to FBLC Group companies.

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, certain transactions require the prior

approval of CaixaBank's Board of Directors, which

must be preceded by a report from the Audit and

Control Committee. This requirement extends to the

other signatories of the Protocol. (A.5+D.6)

With regard to board members, Articles 36 and 37 of

the Regulation of the Board of Directors address the

duty of non-competition for Board members and

the management of situations of conflict of interest,

respectively. (D.6)

Directors will only be exempt from complying with

the duty of non-competition 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 financial statements.

On the other hand, key personnel are subject to

certain obligations regarding direct or indirect

conflicts of interest under the Internal Rules of

Conduct in the Securities Market, and they must act

with freedom of judgement 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 36 of the 2025

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 Company's

main committees are responsible for the day-to-day management, as well as

for implementing the decisions made by the Governance Bodies.

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.

Note: As at 31 December, the Management Committee is

composed of the directors shown below.

However, on 18 December 2025, the Board of Directors

agreed on changes to the composition of the Management

Committee. For further details, see Other Relevant

Information disclosure No. 38,233, of 18 December 2025.

https://www.caixabank.com/StaticFiles/pdfs/251218_OIR_Ndp_CD_es.pdf



3		Presence of women in senior management as of 31/12/25 (excluding the Chief Executive Officer)
20 % of total



0.011%		Stakes held by senior management in the Company’s capital at 31/12/25 (former Chief Executive Officer)



0.017%		The total shares from incentive plans pending delivery represent 0.017 % 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 degree in Business

Administration from IE Business School.

Professional career

His career 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 previously served as Executive Manager of CIB

and Corporate Manager of Structured Finance and

Institutional Banking.

LUIS JAVIER BLAS

Chief Operating Officer

Education

Mr Blas holds a Law degree from the University of

Alcalá, having completed the AMP (Advanced

Management Programme) of ESE Business School

(University of the Andes, Chile), as well as other

corporate management development

programmes at IESE and INSEAD.

Professional career

Before joining CaixaBank, he spent 20 years building

his professional career within the BBVA group. He

also worked at the Accenture Group, Abbey National

Bank Spain and Banco Central Hispano at the start

of his career.

Other positions currently held

He is currently a Director of SegurCaixa Adeslas, S.A.

de Seguros y Reaseguros, CaixaBank Tech, S.L.U. and

ITNow, S.A.

MATTHIAS BULACH

Head of Accounting, Mgmt Control and

Capital

Education

Mr Bulach holds a degree in Economics from the

University of St. Gallen and a CEMS Management

Master’s Degree from the Community of European

Management Schools, as well as a Master of

Business Administration (2004-2006) from IESE

Business School (University of Navarra).

Professional career

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 Chair'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 Senior Associate at

McKinsey & Company, specialising in the financial

sector, as well as international project development.

He was a member of the Supervisory Board of Erste

Group Bank AG and a member of its Audit

Committee. He was also a Director of CaixaBank

Asset Management SGIIC S.A. and Chairman of its

Audit and Control Committee.

Other positions currently held

He is a Director of CaixaBank Payments & Consumer

and BuildingCenter S.A.U.

ÓSCAR CALDERÓN

General Secretary and Secretary to the Board

of Directors

Education

Mr Calderón holds a degree in Law from the

University of Barcelona and is a qualified state

attorney.

Professional career

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

Lawyer to the General Secretary's Office of Caja de

Ahorros y Pensiones de Barcelona ("la Caixa") (2004),

Deputy Secretary to the Board of Directors of

Inmobiliaria Colonial, SA (2005-2006), Secretary to

the Board of Banco de Valencia (from March to July

2013) and Deputy Secretary to the Board of Directors

of Caja de Ahorros y Pensiones de Barcelona ("la

Caixa") 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 positions currently held

He is currently a 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 Secretary to the Board of Trustees of

the CaixaBank Dualiza Foundation.

MANUEL GALARZA

Head of Control, Compliance and Public

Affairs

Education

Mr Galarza is a graduate in Economics and Business

Studies from the University of Valencia and holder of

an Extraordinary Degree Award. He also completed

the senior Management Programme at ESADE

Business School and the Advanced Management

Program at Harvard Business School (2024). He is a

member of the Official Registry of Auditors.

Professional career

Starting in January 2011, he held various leadership

positions at Bankia and was a member of its

Management Committee from January 2019 until

the bank merged with CaixaBank.

He has worked as an advisor to listed and unlisted

companies, including Iberia, Realia, Metrovacesa,

NH, Deoleo, Globalvía and Caser.

DAVID LÓPEZ

Chief People Officer

Education

Mr López 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.

Professional career

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, when 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 positions currently held

Since March 2019 he has been the Chairman of the

Labour 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

Programme (PADE) at IESE Business School.

Professional career

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.

Up until 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 positions currently held

She is a member of the Board of Directors of

Foment del Treball, a member of Dircom Nacional

and Chairwoman of Corporate Excellence.

JAUME MASANA

Head of Retail, Private and Business Banking

Education

Mr Masana holds a degree in Business and a

Master's degree in Business Administration from

ESADE, as well as a Master's degree 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).

Professional career

Before joining CaixaBank, he worked in Catalunya

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

Caixa Manresa (1996-2008).

He also worked in private equity at Granville

Holdings PLC and in the treasury area at JP Morgan.

He 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 positions currently held

He is a Director of CaixaBank Payments &

Consumer*. He is also a Director of SegurCaixa

Adeslas, S.A. de Seguros y Reaseguros and

Chairman of Imaginersgen, S.A.U.

(*) As of 28 January 2026 he no longer holds this position.

JORDI MONDÉJAR

Head of Risk

Education

Mr Mondéjar holds a degree in Economics and

Business from the University of Barcelona. He is a

member of the Official Registry of Account Auditors.

Professional career

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 Accounting, Management Control and

Capital before being appointed Head of Risk in 2016.

Other positions currently held

Non-executive Chairman of BuildingCenter, S.A.U.

JORDI NICOLAU

CEO of Payments & Consumer

Education

Mr Nicolau 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; he holds a Diploma in

Advanced Studies (DEA) Third Degree from the

University of Girona and completed the "Leadership

Excellence through Awareness and Practice

Programme" (LEAP) programme at INSEAD.

Professional career

He joined CaixaBank in 1995 and held several posts

in the commercial network. He subsequently served

as Deputy Manager and Executive Manager for the

Catalonia region, Director of the Barcelona region

and Director of Retail Customer Experience & "Día a

Día".

Other positions currently held

He is CEO of CaixaBank Payments & Consumer and

a director of different CaixaBank Group companies:

CaixaBank Tech, ImaginersGen. He is also Chairman

of the Board of Directors of Telefónica Renting and a

Director of Comercia Global Payments.

JAVIER PANO

Chief Financial Officer

Education

Mr Pano holds a degree in Business Studies and a

Master's degree in Business Administration from the

ESADE Business School.

Professional career

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

overseeing the Markets, Treasury & CPM and

Investor Relations departments. He is also the

Chairman of the ALCO Committee and responsible

for managing liquidity and wholesale funding. He

previously held senior positions in the area of

Capital Markets.

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

positions at different companies.

Other positions currently held

He is a member of the Board of Directors and a

member of the Risks Committee and the

Appointments, Evaluation and Remuneration

Committee of BPI, S.A., as well as 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.

Professional career

She was Corporate Director of Resource Security

and Governance at CaixaBank and, before that,

Head of Computer Security and Control of the

Computer Services Department. She also served as

Head of the Resources Audit Area.

She joined ”la Caixa” in 2000. Previously, she worked

at Arthur Andersen (1995-2000) where she

performed system and process audit work and risk

consulting activities.

EUGENIO SOLLA

Chief Sustainability Officer

Education

Mr Solla is a graduate in Business Administration

and Management from the College of Financial

Studies (CUNEF) and holds a Master's degree in

Credit Institution Management from UNED and an

Executive MBA from IESE.

Professional career

In 2004, he joined Caja de Ahorros de Ávila until

2009, when he began his role as Integration

Coordinator at Bankia. In 2011, he joined the Cabinet

of the Chairman of Bankia as director of Strategic

Coordination and Market Analysis Coordination

before becoming Cabinet Director one year later.

Between 2013 and 2015, he served as the company's

Corporate Director of Marketing and in July 2015 he

was appointed Regional Corporate Director of

Northern Madrid.

He was Deputy General Director of Retail Banking

and a member of Bankia's Management

Committee from January 2019 until he joined

CaixaBank.

Other positions currently held

He is currently Deputy Chairman of CaixaBank's

Dualiza Foundation, Director of CaixaBank Asset

Management and since January 2023 he has been

a Trustee of Fundación Seres, Sociedad y Empresa

Responsable, and, since June 2024, Chairman of

SpainNAB.

JAVIER VALLE

Head of Insurance

Education

Mr Valle is a graduate in Business Studies and holds

a Master's degree in Business Administration from

ESADE Business School. Community of European

Management Schools (CEMS) at HEC Paris.

Professional career

He previously worked as the General Manager of

Bansabadell Vida, Bansabadell Seguros Generales

and Bansabadell Pensiones, and he was also the

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

in Spain and Director of Investments for Spain and

Latin America.

Other positions currently held

He is a Director and Chief Executive Officer of

VidaCaixa. He is Deputy Chairman, a member of the

Executive Committee and the Board of Directors of

Unespa, and Director of ICEA.

He is also a Director of CaixaBank Tech and a

member of the Executive Board of Esade Alumni.

Additionally, he is Deputy Chairman of the

Conference of European Bancassurers.

He is also a member of the Advisory Board of the

Directorate of Insurance and Pension Funds.

MARIONA VICENS

Head of Digital Transformation and Advanced

Analytics

Education

Ms Vincens graduated as an Industrial Engineer

from the Polytechnic University of Catalonia and

holds an MBA from the Kellogg School of

Management of Northwestern University.

Professional career

She started 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 positions currently held

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

Imaginersgen, S.A. and CaixaBank Payments &

Consumer, E.F.C. E.P., S.A.*

(*) Since 28 January 2026, she has been Chairwoman of CaixaBank

Payments & Consumer, E.F.C. E.P., S.A.

REMUNERATION AMOUNT

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 Remuneration Policy of the Board of Directors (2025-2028) submitted by the

Board of Directors for a binding vote at the Annual General Meeting of

Shareholders held on 11 April 2025 received 76.61 % of votes in favour. The

consultative vote on the Annual Report on the Remuneration of Directors for the

previous financial year received 77.02 % of votes in favour. 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 around 18 % of the capital.

The nature of the remuneration paid to the members of the Company's Board of

Directors is described below:

(C.1.13)



10,210		Remuneration of the Board of Directors accrued in 2025¹ (thousands of €)



4,736		Cumulative amount of funds of current directors in long-term savings systems with consolidated economic rights (thousands of €)



5,056		Cumulative amount of funds of current directors in long-term savings systems with non-consolidated economic rights (thousands of €)



0		Amount of funds accumulated by former directors through 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 directors' remuneration for 2025 reported in this section takes into account the following changes in the composition of the Board of Directors and its Committees during the year:

In 2025, the Annual General Meeting of Shareholders held on 11 April approved the re-election of Koro Usarraga, Fernando María Ulrich and Teresa Santero as members of the Board. It also agreed on the appointment of Rosa María García, Luis Álvarez,

Bernardo Sánchez, Pablo Arturo Forero and José María Méndez. And following the Annual General Meeting of Shareholders, the Board agreed on a number of changes to the committees, which are explained in detail in the section "Changes to the

composition of the Board and its Committees in 2025". At year-end 2025, the Board of Directors was composed of 15 members, with the Chief Executive Officer being the only member 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 compared with the note on remuneration in the annual financial statements, which were determined

based on the accruals principle. In contrast to the information detailed here, the directors' remuneration in the annual financial statements includes: (i) contributions to the long-term savings systems (although these contributions are not

consolidated); (ii) remuneration received for serving on boards representing the Company outside the consolidated Group (€17,000), and (iii) variable remuneration accrued during the year, irrespective of its deferral.

_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 by

the General Meeting of Shareholders. This maximum amount will remain in force

until the general meeting agrees to change it. Therefore, the remuneration of

members of the Board 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 the

Company governing the exercise of their duties, nor do they receive any type of

payment at the conclusion of their term as directors.

_EXECUTIVE POSITION (APPLICABLE TO THE CHIEF EXECUTIVE OFFICER)

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

recognise 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.

| Variable remuneration linked to the achievement of previously

established annual and long-term corporate objectives, as well as

prudent risk management.

| Pension schemes and other company benefits.

The nature of the components accrued in 2025 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 line with our responsible management model, 30 % of the Chief Executive Officer’s

annual variable remuneration award is linked to ESG factors, such as Quality, Conduct

and Compliance challenges, and a synthetic Sustainability target (mobilisation of

sustainable finance, engagement with companies under Net Zero perimeter,

recognition by sustainability rating agencies and percentage of women in

management positions). Likewise, in the adjustment of this variable remuneration using

multi-year metrics, 25 % is linked to long-term targets relating to the mobilisation of

sustainable finance and the percentage of women in management positions.

These factors are also included when

determining and adjusting the variable

remuneration for the members of the

Management Committee and the rest of the

Identified Staff. From financial year 2024

onwards, these ESG factors have also been

used to establish the variable remuneration of

the entire CaixaBank workforce.

_METRICS FOR ANNUAL FACTORS

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

Board of Directors, at the proposal of the Remuneration Committee, with a

degree of achievement in the range of 80 %-120 % and whose determination is

based on the following concepts aligned 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 (combination of ESG objectives)	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 six and 12 months, respectively,

be exceeded at year-end 2025.

_METRICS FOR MULTI-YEAR FACTORS

The multi-year metrics will have associated compliance scales, so that if the

targets established for each of them are not met within the three-year

measurement period, the deferred part of the variable remuneration pending

payment may be reduced, but never increased.


Objectifiable item	Weighting	Strategic line
CET1	25%	Growth of the business, developing the best value proposition for our customers
TSR (Average of the index Euro Stoxx 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 (combination of ESG objectives)	25%	Sustainability – leaders in Europe

CONTRIBUTIONS TO LONG-TERM SAVINGS 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

scheme.



	17,097	Total remuneration of senior management (excluding the executive director) in 2025¹ (in 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 representing the Entity on the Boards of Directors of listed companies and other entities with

representation, both within and outside the consolidated Group (€1,633 thousand).

Agreements between the Company and its administrative and management

personnel or employees regarding severance payments, guarantee clauses or

golden parachutes are shown in the table below: (C.1.39)



	C.1.39
	Number of beneficiaries: 26 Type of beneficiary: Chief Executive Officer and two members of the Management Committee, five executive officers // 18 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 two committee members for whom the indemnity to which they are legally entitled is less than one year of their salary. Furthermore, 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: 23 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.


Corporate Governance

P. 37	Corporate Governance
P. 38	Good Governance Best Practices (G)
P. 43	Ownership
P. 53	Management and Administration of the Company
P. 84	Board Committees
P. 120	Senior Management
P. 126	Remuneration amount


Name	Category of director at the time of cessation	Date of last appointment	Date of cessation	Specialised committees of which he or she was a member	Indicate whether the departure took place before the end of his or her term of office
José Ignacio Goirigolzarri	Executive	03/12/2020	01/01/2025	Committee, Innovation, Technology and Digital Transformation Committee	No. Term of office not renewed (*)
Joaquín Ayuso	Independent	03/12/2020	11/04/2025	Remuneration Committee, Risks Committee	No. Term of office not renewed
Francisco Javier Campo	Independent	03/12/2020	11/04/2025	Appointments and Sustainability Committee, Audit and Control Committee, Innovation, Technology and Digital Transformation Committee	No. Term of office not renewed
Eva Castillo	Independent	03/12/2020	11/04/2025	Executive Committee, Remuneration Committee, Innovation, Technology and Digital Transformation Committee	No. Term of office not renewed
José Serna	Proprietary	14/05/2021	11/04/2025	Audit and Control Committee, Remuneration Committee	Yes. Resignation (**)


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
	Direct	Indirect	Direct	Indirect	Direct	Indirect	Direct	Indirect			Direct	Indirect
Tomas Muniesa	304,375	0	0.004%	0.000%	0	0	0.000%	0.000%	304,375	0.004%	0	0
María Amparo Moraleda	0	0	0.000%	0.000%	0	0	0.000%	0.000%	0	0.000%	0	0
Gonzalo Gortazar	495,666	0	0.007%	0.000%	373,787	0	0.005%	0.000%	869,453	0.012%	0	0
Eduardo Javier Sanchiz	4,150	0	0.000%	0.000%	0	0	0.000%	0.000%	4,150	0.000%	0	0
Luis Álvarez	0	0	0.000%	0.000%	0	0	0.000%	0.000%	0	0.000%	0	0
Fernando María Ulrich	0	0	0.000%	0.000%	0	0	0.000%	0.000%	0	0.000%	0	0
Mª Verónica Fisas	0	0	0.000%	0.000%	0	0	0.000%	0.000%	0	0.000%	0	0
Pablo Arturo Forero	87,047	0	0.001%	0.000%	0	0	0.000%	0.000%	87,047	0.001%	0	0
Rosa María García	0	0	0.000%	0.000%	0	0	0.000%	0.000%	0	0.000%	0	0
Cristina Garmendia	0	0	0.000%	0.000%	0	0	0.000%	0.000%	0	0.000%	0	0
Peter Löscher	0	0	0.000%	0.000%	0	0	0.000%	0.000%		0.000%	0	0
Jose María Méndez	0	0	0.000%	0.000%	0	0	0.000%	0.000%	0	0.000%	0	0
Bernardo Sánchez	0	0	0.000%	0.000%	0	0	0.000%	0.000%	0	0.000%	0	0
Teresa Santero	0	0	0.000%	0.000%	0	0	0.000%	0.000%	0	0.000%	0	0
Koro Usarraga	7,175	0	0.000%	0.000%	0	0	0.000%	0.000%	7,175	0.000%	0	0
TOTAL	898,413	0	0.013%	0.000%	373,787	0	0.005%	0.000%	1,272,200	0.018%	0	0


49.35%	+	0.02% 1	Significant shareholders represented on the Board
% total voting rights of significant shareholders represented on the Board	+	total voting rights owned by the Board	"la Caixa" Banking Foundation (CriteriaCaixa) 31.27%	FROB (BFA TENEDORA DE ACCIONES) 18.08%

		49.37%
		total voting rights represented on the Board (Directors + significant shareholders represented on the Board)


Corporate name of the company	Listed	Position	Paid
COMPAÑÍA NEORIS ESPAÑA, S.A.	NO	Country Manager	YES
EAGLE CREST TELECOMS LTD	NO	Chairman	YES
ISLALINK HOLDING, S.L.	NO	Chairman	YES
BALALINK, S.A.U.	NO	Chairman	YES


Name of Director	Corporate name of the company	Listed	Position
Gonzalo Gortazar	BANCO BPI, S.A.	NO	Director
	CAIXABANK PAYMENTS & CONSUMER E.F.C, E.P, S.A.U. (*)	NO	Chairman
	VIDACAIXA, S.A.U. DE SEGUROS Y REASEGUROS	NO	Chairman
Fernando María Ulrich	BANCO BPI, S.A.	NO	Chairman


Corporate name of the company	Listed	Position	Paid
SPANISH CHAMBER OF COMMERCE	NO	Member	NO
CONFEDERACIÓN ESPAÑOLA DE CAJAS DE AHORROS (CECA)	NO	Deputy Chairman	YES
CONSEJO EMPRESARIAL ESPAÑOL PARA EL DESARROLLO SOSTENIBLE (FORÉTICA)	NO	Director	NO
FOMENT DEL TREBALL NACIONAL	NO	Member	NO
FUNDACIÓN ASPEN INSTITUTE ESPAÑA	NO	Trustee	NO
FUNDACIÓN CAIXABANK DUALIZA	NO	Chairman	NO
FUNDACIÓN CEDE (CONFEDERACIÓN ESPAÑOLA DE DIRECTIVOS Y EJECUTIVOS)	NO	Trustee	NO
FUNDACIÓN CONEXIÓN ESPAÑA	NO	Trustee	NO
FUNDACIÓN CONSEJO ESPAÑA-USA	NO	Trustee	NO
COTEC FOUNDATION FOR INNOVATION	NO	Deputy Chairman	NO
FUNDACIÓN DE ESTUDIOS DE ECONOMÍA APLICADA (FEDEA)	NO	Trustee	NO
FUNDACIÓN ESADE	NO	Trustee	NO
FUNDACIÓN MOBILE WORLD CAPITAL BARCELONA	NO	Trustee	NO
FUNDACIÓN REAL INSTITUTO ELCANO	NO	Trustee	NO


Corporate name of the company	Listed	Position	Paid
ASOCIACIÓN NACIONAL DE PERFUMERIA Y COSMÉTICA (STANPA)	NO	Chairwoman	NO
FUNDACIÓN RICARDO FISAS NATURA BISSÉ	NO	Trustee	NO
FUNDACIÓN STANPA	NO	Chairwoman	NO
NATURA BISSÉ INT. DALLAS (USA)	NO	Chairwoman	NO
NATURA BISSÉ INT. LTD (UK)	NO	Director	NO
NATURA BISSÉ INT. SA de C.V. (MEXICO)	NO	Chairwoman	NO
NATURA BISSÉ INTERNATIONAL, S.A.	NO	Chief Executive Officer	YES
NATURA BISSÉ INTERNATIONAL, S.R.L. (ITALY)	NO	Chief Executive Officer	NO
NB SELECTIVE DISTRIBUTION, S.L.	NO	Joint and several director	NO
NATURA BISSÉ INTERNATIONAL TRADING (SHANGHAI), CO, LTD	NO	Joint and several director	NO


Corporate name of the company	Listed	Position	Paid
COMPAÑÍA DE DISTRIBUCIÓN INTEGRAL LOGISTA HOLDINGS, S.A.	Yes	Deputy Chairwoman	YES
COTEC FOUNDATION FOR INNOVATION	NO	Chairwoman	NO
FUNDACIÓN AMIGOS DEL MUSEO DEL PRADO	NO	Trustee	NO
FUNDACIÓN AMIGOS DEL MUSEO REINA SOFIA	NO	Trustee	NO
FUNDACIÓN FAD JUVENTUD	NO	Trustee	NO
FUNDACIÓN MARGARITA SALAS	NO	Trustee	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 director	YES
MEDIASET ESPAÑA COMUNICACIÓN, S.A.	NO	Chairwoman	YES
YSIOS ASSET MANAGEMENT, S.L.	NO	Director	NO
YSIOS CAPITAL PARTNERS CIV I, S.L.	NO	Director	NO
YSIOS CAPITAL PARTNERS CIV II, S.L.	NO	Director	NO
YSIOS CAPITAL PARTNERS CIV III, S.L.	NO	Director	NO
YSIOS CAPITAL PARTNERS SGEIC, S.A.	NO	Director	YES


Corporate name of the company	Listed	Position	Paid
CRITERIA CAIXA, S.A.U.	NO	General Manager	YES
LA CAIXA BANKING FOUNDATION	NO	Director	YES
FUNDACIÓN CEDE (CONFEDERACIÓN ESPAÑOLA DE DIRECTIVOS Y EJECUTIVOS)	NO	Trustee	NO
CEOE FOUNDATION (SPANISH CONFEDERATION OF BUSINESS ORGANIZATIONS)	NO	Trustee	NO
FUNCAS (CECA'S BANKS AND SAVINGS BANKS FOUNDATION)	NO	Trustee	NO